RADC/CADC Venture 2010-2 Structured Transaction 

SERVICING AGREEMENT 


by and between 


COLFIN 2011 ADC FUNDING, LLC 


and 


COLONY AMC 2011 ADC, LLC 


Dated as of January 26, 2011 


RADC/CADC Venture 20 I 0-2 Structured Transaction 

Servicing Agreement 
TABLE OF CONTENTS 


ARTICLE I DEFINITIONS AND CONSTRUCTION ......................................................... 1 


Section 1.1 Definitions.................................................................................................... 1 


Section 1.2 Construction.................................................................................................3 


ARTICLE II SERVICING OBLIGATIONS OF THE SERVICER .......................................3 


Section 2.10 Maintenance of Insurance Policies; Errors and Omissions and 


Section 2.11 Funding of Working Capital Expenses; Permitted Vertical 


Section 2.1 Appointment and Acceptance as Servicer ...................................................3 


Section 2.2 Limited Power of Attorney ..........................................................................3 


Section 2.3 Servicing Fee ...............................................................................................4 


Section 2.4 Servicing Standard .......................................................................................4 


Section 2.5 Collection Account. .....................................................................................4 


Section 2.6 Working Capital Reserve Account. .............................................................5 


Section 2.7 [Reserved] ....................................................................................................6 


Section 2.8 Escrow Accounts .........................................................................................6 


Section 2.9 Other Accounts ............................................................................................6 


Fidelity Coverage .........................................................................................6 


Completion Expenses ...................................................................................7 


Section 2.12 Expenses ......................................................................................................8 


Section 2.13 Insured or Guaranteed Assets ...................................................................... 8 


Section 2.14 Registration with MERS ..............................................................................9 


ARTICLE III DEFAULTS; ACQUISITION OF COLLATERAL ........................................ 10 


Section 3.1 Delinquency Control .................................................................................. 1 0 


Section 3.2 Discretion ofthe Servicer in Responding to Defaults ofBorrower.. ......... 10 


Section 3.3 Acquisition of Acquired Property .............................................................. 1 0 


Section 3.4 Administration of Acquired REO Properties ............................................ .11 


ARTICLE IV SUBSERVICING ............................................................................................ 13 


Section 4.1 Retention of Subservicer............................................................................ 13 


Section 4.2 Subservicing Agreement Requirements ..................................................... 13 


Section 4.3 Servicer Liable for Subservicers ................................................................ 15 


Section 4.4 Manager Approval Required ...................................................................... 16 


Section 4.5 Regulation AB Requirements .................................................................... 16 


ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS OF 


THE SERVICER ............................................................................................. 16 


Section 5.1 Representations and Warranties ................................................................. 16 


Section 5.2 Reporting, Books and Records and Compliance Covenants ..................... 17 


Section 5.3 Audits .........................................................................................................20 


Section 5.4 No Liens .....................................................................................................21 


Section 5.5 Servicer' s Duty to Advise; Delivery of Certain Notices ...........................21 


Section 5.6 Notice of Breach or Change of Control .....................................................22 


RADC/CADC Venture 20 I 0-2 Structured Transaction 

Servicing Agreement 
Section 5.7 Copies of Documents .................................................................................22 


Section 5.8 Financial Information .................................................................................22 


ARTICLE VI MANAGER CONSENT ................................................................................. .22 


Section 6.1 Actions Requiring Manager Consent.. ...................................................... .22 


Section 6.2 Amendments, Modification and Waivers ..................................................24 


ARTICLE VII DEFAULTS; TERMINATION; TERMINATION WITHOUT CAUSE ........24 


Section 7.1 Defaults ......................................................................................................24 


Section 7.2 Termination with Cause .............................................................................25 


Section 7.3 Termination without Cause ........................................................................27 


Section 7.4 Effective Termination Date ....................................................................... .27 


Section 7.5 Accounting .................................................................................................27 


ARTICLE VIII INDEPENDENCE OF PARTIES; INDEMNIFICATION ..............................28 


Section 8.1 Independence of Parties .............................................................................28 


Section 8.2 Indemnification ..........................................................................................28 


Section 8.3 Procedure for Indemnification .................................................................. .28 


Section 8.4 Pre-Effective Date Liabilities ....................................................................29 


ARTICLE IX NOTICES .........................................................................................................29 


ARTICLE X GOVERNING LAW; JURISDICTION ..........................................................30 


Section 10.1 Governing Law ..........................................................................................30 


Section 10.2 Jurisdiction; Venue and Service .................................................................31 


Section 10.3 Waiver ofJury Tria1.. ................................................................................. 33 


ARTICLE XI MISCELLANEOUS ........................................................................................33 


Section 11.1 No Assignment by Servicer; No Transfer of Ownership Interests in 


Servicing Rights .........................................................................................33 


Section 11.2 Legal Fees ..................................................................................................34 


Section 11.3 Entire Agreement .......................................................................................34 


Section 11.4 Counterparts; Facsimile Signatures ...........................................................34 


Section 11.5 Headings ....................................................................................................34 


Section 11.6 Compliance with Law ................................................................................34 


Section 11.7 Severability ................................................................................................34 


Section 11.8 Third Party Beneficiaries ...........................................................................35 


Section 11.9 Protection of Confidential Information ......................................................35 


Section 11.10 Time of Essence .........................................................................................36 


Section 11.11 No Presumption .........................................................................................36 


Section 11.12 No Right of Setoff.. .................................................................................... 36 


Section 11.13 Release oflnitial Member and Others .......................................................36 


Section 11.14 Delegation by Manager ...........................................................37 


II 


RADC/CADC Venture 2010-2 Structured Transaction 

Servicing Agreement 
Exhibits 

Exhibit A 

Exhibit B 

Schedules 

Schedule I 

Schedule 2 

Schedule 3 

Schedule 4 

Schedule 5 

Schedule 6 

Schedule 7 

SCHEDULES AND EXHIBITS 


Asset Schedule 

Form of Electronic Tracking Agreement 

List of Failed Financial Institutions 

Fee Schedule 

Servicing Obligations 

Reimbursement of Servicer Advances 

Form of Electronic Report on the Assets and Collateral 

Termination Without Cause 

Borrower-Business Relationship Business Plans and Consolidated 

Business Plans 

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RADC/CADC Venture 2010-2 Structured Transaction 

Servicing Agreement 
SERVICING AGREEMENT 

THIS SERVICING AGREEMENT (as the same shall be amended or supplemented, this 

"Agreement") is made and entered into as of the 26th day of January 2011 (the "Effective 

Date"), by and between ColFin 2011 ADC Funding, LLC, a Delaware limited liability company 

(including its successors and assigns, the "Manager"), and Colony AMC 2011 ADC, LLC a 

Delaware limited liability company (including those of its successors and assigns as are 

expressly permitted pursuant to this Agreement, the "Servicer"). 

RECITALS 

WHEREAS, RADC/CADC Venture 2010-2, LLC (the "Company") owns the Assets (as 

defined more particularly in the Agreement of Common Definitions) described on the Asset 

Schedule attached hereto as Exhibit A (the "Asset Schedule"); 

WHEREAS, the Manager is the "Manager" of the Company with the authority and 


responsibility to service and manage the Assets and related Collateral pursuant to the LLC 


Operating Agreement; 


WHEREAS, the Manager desires to delegate to the Servicer the Manager's 

responsibilities under the LLC Operating Agreement and other Transaction Documents with 

respect to the corresponding obligations of Servicer under this Agreement; and 

WHEREAS, the Manager and the Servicer desire that the Servicer service and administer 

the Assets and Collateral on behalf of the Company and the Manager in a manner that is, at all 

times, consistent with the requirements of this Agreement. 

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 Manager and the Servicer hereby agree as 

follows: 

ARTICLE I 

DEFINITIONS AND CONSTRUCTION 

Section 1.1 Definitions. For purposes of this Agreement, (a) terms used herein, to the 

extent the same are defined in the Agreement of Common Definitions and not otherwise defined 

herein, shall have the respective meanings and definitions given in such Agreement of Common 

Definitions, and (b) the following terms shall have the meanings and definitions hereinafter 

respectively set forth. 

"Agreement" shall have the meaning given in the preamble of this Agreement. 

"Agreement of Common Definitions" shall mean the Agreement of Common 

Definitions- RADCICADC Venture 2010-2 Structured Transaction- Agreement of Common 

Definitions, dated as of the date hereof, by and among the Initial Member, the Company, the 

RADC/CADC Venture 2010-2 Structured Transaction 

Servicing Agreement 
Private Owner, the Purchase Money Note Guarantor, the Collateral Agent, the Custodian/Paying 

Agent and the Servicer. 

"Asset Schedule" shall have the meaning given in the recitals ofthis Agreement. 

"Business Plan Schedule" shall have the meaning given in Section 5.2(h). 

"Default" shall have the meaning given in Section 7.1. 

"Effective Date" shall have the meaning given in the preamble ofthis Agreement. 

"Eligible Account" shall mean one or more segregated trust or custodial account or 

accounts established and maintained with an Eligible Institution, each ofwhich shall be entitled 

for the benefit ofthe Company and the Collateral Agent as required by ARTICLE II. 

"Electronic Report" shall have the meaning given in Section 5.2(e). 

"Electronic Tracking Agreement" shall mean an agreement substantially in the form of 

Exhibit B. 

"Fee Schedule" shall mean Schedule 2, as the same may be amended from time to time 

by the Manager and the Servicer without the consent ofthe Required Consenting Parties. 

"FDIC" shall mean the Federal Deposit Insurance Corporation, in any capacity. 

"Indemnified Parties" shall have the meaning given in Section 8.2. 

"Manager" shall have the meaning given in the preamble ofthis Agreement. 

"Other Accounts" shall have the meaning given in Section 2.9. 

"Pre-Existing Liabilities" shall have the meaning given in Section 8.4. 

"Servicer Advances" shall mean advances made by or on behalfofthe Servicer to fund 

Servicing Expenses. 

"Servicing Fee" shall have the meaning given in Section 2.3. 

"Servicing Obligations" shall have the meaning given in Section 2.4. 

"Servicing Standard" shall have the meaning given in Section 2.4. 

"Site Assessment" shall have the meaning given in Section 3.3. 

"Specified Date" shall mean the 1oth day of each month, or such other day as is agreed 

to by the Servicer and the Manager, provided, however, that, in any case, ifsuch day is not a 

Business Day, the Specified Date shall be the immediately preceding Business Day. 

"Termination Notice" shall mean any written notice oftermination required pursuant to 

ARTICLE VII. 

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Set>'icing Agreement 
Section 1.2 Construction. This Agreement shall be construed and interpreted in 

accordance with the following: 

(a) References to "Affiliates" include, with respect to any specified Person, 

only such other Persons which from time to time constitute "Affiliates" of such specified Person, 

and do not include, at any particular time, other Persons that may have been, but at such time 

have ceased to be, "Affiliates" ofsuch specified Person, except to the extent that any such 

reference specifically provides otherwise. 

(b) The term "or" is not exclusive. 

(c) A reference to a Law includes any amendment, modification or 

replacement to such Law. 

(d) References to any document, instrument or agreement (including this 

Agreement) (a) shall be deemed to include all appendices, exhibits, schedules and other 

attachments thereto and all documents, instruments or agreements issued or executed in 

replacement thereof, and (b) shall mean such document, instrument or agreement, or replacement 

thereto, as amended, modified and supplemented from time to time in accordance with its terms 

and as the same is in effect at any given time. 

(e) Unless otherwise specified, the words "hereof," "herein" and "hereunder" 

and words of similar import shall refer to this Agreement as a whole and not to any particular 

provision of this Agreement. 

(f) The words "include" and "including" and words ofsimilar import are not 

limiting, and shall be construed to be followed by the words "without limitation," whether or not 

they are in fact followed by such words. 

(g) The word "during" when used with respect to a period oftime shall be 

construed to mean commencing at the beginning of such period and continuing until the end of 

such period. 

(h) Unless the context otherwise requires, singular nouns and pronouns when 

used herein shall be deemed to include the plural and vice versa and impersonal pronouns shall 

be deemed to include the personal pronoun ofthe appropriate gender. 

ARTICLE II 

SERVICING OBLIGATIONS OF THE SERVICER 

Section 2.1 Appointment and Acceptance as Servicer. Effective as ofthe date hereof 

(and, with respect to each Asset or Group of Assets, as ofthe applicable Servicing Transfer Date 

with respect thereto), the Manager appoints the Servicer to service, administer, manage and 

dispose ofthe Assets and the Collateral on behalf of and as an agent ofthe Manager. 

Section 2.2 Limited Power ofAttorney. The Manager hereby grants to the Servicer a 

limited power of attorney to execute all documents on its behalf (including as the "Manager" of 

the Company, in tum acting on behalf ofthe Company) in accordance with the Servicing 

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RAOC/CAOC Venture 2010-2 Structured Transaction 

Servicing Agreement 
Standard set forth below and as may be necessary to effectuate the Servicer's obligations under 

this Agreement until such time as the Manager revokes said limited power of attorney. 

Revocation ofthe limited power of attorney shall take effect upon: (i) the receipt by the Servicer 

ofwritten notice thereof from or on behalf ofthe Manager, or (ii) termination ofthis Agreement 

pursuant to ARTICLE VII. 

Section 2.3 Servicing Fee. As consideration for servicing the Assets and the 

Collateral, the Manager shall pay the Servicer a servicing fee in the amount and at such times as 

are set forth on the Fee Schedule (the "Servicing Fee"). 

Section 2.4 Servicing Standard. The Servicer shall take such actions and perform such 

duties in connection with the servicing, administration, management and disposition ofthe 

Assets and Collateral as are set forth on Schedule 3, as the same may be amended from time to 

time by the Manager and the Servicer (the "Servicing Obligations"). The Servicer shall 

perform its Servicing Obligations (i) in the best interests and for the benefit ofthe Company, (ii) 

in accordance with the terms ofthe Assets (and related Asset Documents), (iii) in accordance 

with the terms ofthis Agreement (including this ARTICLE II), (iv) in accordance with all 

applicable Laws, (v) subject to Section 5.7, in accordance with the requirements ofthe LLC 

Operating Agreement, the Custodial and Paying Agency Agreement and the other Transaction 

Documents, and (vi) to the extent consistent with the foregoing terms, in the same manner in 

which a prudent servicer would service and administer similar loans and in which a prudent 

servicer would manage and administer similar properties for its own portfolio or for other 

Persons, whichever standard is higher, but using no less care and diligence than would be 

customarily employed by a prudent servicer following customary and usual standards ofpractice 

ofprudent mortgage lenders, loan servicers and asset managers servicing, managing and 

administering similar loans and properties on an arms' length basis, provided that, with respect to 

each Asset and related Collateral, in the absence of a customary and usual standard of practice, 

the Servicer shall comply with the applicable Fannie Mae Guidelines, if any, with respect to 

similar loans or properties in similar situations (the requirements in clauses (i) through (vi) 

collectively, the "Servicing Standard"). In addition, the Servicer shall perform its Servicing 

Obligations without regard to (a) any relationship that the Servicer, the Company, the Manager 

or any Subservicer or any oftheir respective Affiliates may have to any Borrower, Obligor or 

other obligor or any oftheir respective Affiliates, including any other banking or lending 

relationship and any other relationship described in Section 5.1 (h), (b) the Company's, the 

Manager's, the Servicer's or any Subservicer's obligation to make disbursements and advances 

with respect to the Assets and the Collateral, (c) any relationship that the Servicer or any 

Subservicer may have to each other or to the Company, the Manager or any oftheir respective 

Affiliates, or any relationship that any oftheir respective Affiliates may have to the Company, 

the Manager or any oftheir respective Affiliates (other than the contractual relationship 

evidenced by this Agreement or any Subservicing Agreement), and (d) the Servicer's or any 

Subservicer's right to receive compensation (including the Servicing Fee) for its services under 

this Agreement or any Subservicing Agreement. 

Section 2.5 Collection Account. 

(a) The Servicer shall deposit into the Collection Account all Asset Proceeds 

on a daily basis (without deduction or setoff as provided in Section 11.12 hereof) within two (2) 

Business Days after receipt thereof by the Servicer. The Servicer shall not cause funds from any 

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RADC/CADC Venture 20 I 0-2 Structured Transaction 

Servicing Agreement 
other source (other than interest or earnings on the Asset Proceeds, amounts released from the 

Working Capital Reserve Account, the proceeds of Excess Working Capital Advances and 

Discretionary Funding Advances and other funds expressly permitted to be deposited into the 

Collection Account pursuant to the Custodial and Paying Agency Agreement) to be commingled 

in the Collection Account. 

(b) Except as otherwise directed by the Manager, any and all amounts on 

deposit in (or that are required to have been deposited into) the Collection Account (including 

interest and earnings thereon) shall be disbursed strictly in accordance with this Agreement 

(including the additional terms and conditions set forth in the Servicing Obligations) for 

purposes of payment of applicable Working Capital Expenses (including the making of 

applicable Funding Draws); provided, however, that if the Servicer or any Subservicer 

erroneously deposits any amounts into the Collection Account, it may withdraw such 

erroneously deposited amount. 

(c) Except as otherwise directed by the Manager, any and all amounts 

required to be remitted by the Servicer to the Collection Account under this Agreement shall be 

remitted by wire transfer, in immediately available funds. 

(d) The Collection Account (and all funds therein) will be subject to an 

account control agreement among the Company, the Collateral Agent and the Paying Agent. 

Section 2.6 Working Capital Reserve Account. 

(a) Pursuant to the LLC Operating Agreement and the Custodial and Paying 

Agency Agreement, the Company has established the Working Capital Reserve Account to be 

maintained with the Paying Agent, and the Initial Member and the Private Owner have funded 

the Working Capital Reserve into the Working Capital Reserve Account in an initial amount of 

the WCR Account Deposit for purposes of funding Working Capital Expenses and Permitted 

Vertical Completion Expenses ofthe Company in accordance with the LLC Operating 

Agreement and the Custodial and Paying Agency Agreement. Except as otherwise directed by 

the Manager, the Servicer shall not cause funds from any other source (other than interest or 

earnings on the Working Capital Reserve) to be commingled in the Working Capital Reserve 

Account (it being understood that deposits into such Working Capital Reserve Account shall be 

made only pursuant to the Custodial and Paying Agency Agreement and the LLC Operating 

Agreement). 

(b) Except as otherwise directed by the Manager, any and all amounts on 

deposit in the Working Capital Reserve Account (including interest and earnings thereon) shall 

be disbursed strictly in accordance with this Agreement (including the additional terms and 

conditions set forth in the Servicing Obligations). 

(c) The Working Capital Reserve Account (and all funds therein) will be 

subject to an account control agreement among the Company, the Collateral Agent and the 

Paying Agent. 

5 

RAOC/CAOC Venture 2010-2 Structured Transaction 

Servicing Agreement 
Section 2.7 [Reserved]] 

Section 2.8 Escrow Accounts. Except as otherwise directed by the Manager, the 

Servicer shall establish and maintain one or more Escrow Accounts, each ofwhich shall be held 

in trust for the benefit of the Company and the Collateral Agent for amounts deposited or 

required to be deposited therein by the applicable Borrower. Except as otherwise directed by the 

Manager, the Servicer shall deposit into the applicable Escrow Account on a daily basis, within 

two (2) Business Days ofreceipt, all collections from the Borrowers for the payment oftaxes, 

assessments, hazard insurance premiums, and comparable items for the account of the 

Borrowers, and all other amounts required to be deposited in such Escrow Account pursuant to 

the applicable Asset Documents. The Servicer shall pay to the Borrowers interest on funds in 

Escrow Accounts to the extent required by Law or the applicable Asset Documents. 

Section 2.9 Other Accounts. At the direction ofthe Manager, the Servicer shall 

establish and maintain such other Eligible Accounts as may be directed by the Manager, each of 

which shall be held in trust for the benefit ofthe Company and the Collateral Agent, and shall be 

funded and disbursed only in accordance with such instructions as are provided by the Manager 

("Other Accounts"). 

Section 2.10 Maintenance of Insurance Policies; Errors and Omissions and Fidelity 

Coverage. 

(a) The Servicer and each Subservicer shall cause insurance coverage to be 

maintained for the Collateral (including any Acquired Property) as required under the 

Reimbursement, Security and Guaranty Agreement and the LLC Operating Agreement, 

including, whether or not so required (but in all events subject to the requirements in LLC 

Operating Agreement and, for so long as the same remains in effect, the Reimbursement, 

Security and Guaranty Agreement), insurance from an insurer reasonably acceptable to the 

Manager for each Asset with respect to which the Borrower has failed to maintain required 

insurance, fire, hurricane, flood and hazard insurance with extended coverage as is customary in 

the area in which the Collateral is located and in such amounts and with such deductibles as, 

from time to time, is directed by the Manager. 

(b) The Servicer and each Subservicer shall maintain each of the following 

types of insurance coverage having such limits as described below: 

(i) Errors & omissions liability with limits of not less than 

$10,000,000 per claim and $10,000,000 in the aggregate. The Manager shall be 

notified immediately upon the reduction of or potential reduction of 50% of the 

limits. The Manager may require that the Servicer and each Subservicer purchase 

additional limits to provide back to the required limits as stated above. "Potential 

reduction of 50%" shall mean any knowledge ,by the Servicer or Subservicer, as 

applicable, that a claim or the sum of all claims, current or initiated after the 

effective date ofthe policy would reduce the limits by 50%. 

(ii) Directors & officers liability with limits of not less than 

$10,000,000 each claim and $10,000,000 in the aggregate. 

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RADC/CAOC Venture 20 I 0-2 Structured Transaction 

Servicing Agreement 
(iii) Crime insurance or a fidelity bond in an amount of not less than 

$10,000,000 per claim and $10,000,000 in the aggregate, covering employee 

theft, forgery and alteration, wire/funds transfer, computer fraud and client 

coverage. Such coverage shall insure all employees or any other persons 

authorized by Servicer or Subservicer to handle any funds, money, documents or 

papers relating to any Asset, and shall protect the Servicer or Subservicer, as 

applicable, against losses arising out oftheft, embezzlement, fraud, misplacement, 

and other similar causes. The Manager and the Company shall each be named as 

a loss payee with respect to claims arising out of Assets handled under this 

Agreement or any applicable Servicing Agreement or Subservicing Agreement. 

(iv) General liability with limits of not less than $1,000,000 each 

occurrence, $2,000,000 in the aggregate, including coverage for 

products/completed operations, advertising and personal injury. The Manager 

and the Company shall each be named as additional insured. The policy shall 

include a waiver of subrogation in favor ofthe Manager and the Company. 

(v) Auto liability with a combined single limit of not less than 

$1,000,000 to provide coverage for any owned, hired, or non-owned vehicles. 

(vi) Workers compensation in such amount as required by the states in 

which the Servicer or Subservicer, as applicable, operates, including coverage for 

employer's liability in an amount not less than, $1,000,000. The policy shall 

include a waiver of subrogation in favor ofthe Manager and the Company. 

(vii) Umbrella liability in an amount of not less than $10,000,000 each 

occurrence and in the aggregate. 

All such policies shall be written with carriers having a minimum insurer rating of A- VIII from 

A.M. Best and A from Standard & Poor's. All such policies shall have a minimum notice of 

cancellation of thirty (30) days, except for non-payment ofpremium whereby a ten (1 0) day 

notice of cancellation is acceptable. Certificates shall show each ofthe Manager and the 

Company as certificate holder, or as otherwise designated by the language in clauses (i)-(vii) 

above. 

The Servicer shall provide (or shall cause each Subservicer to provide) each Required 

Consenting Party and the Manager with certificates evidencing all such policies on the Effective 

Date (and, with respect to each Asset, the applicable Servicing Transfer Date with respect 

thereto) and each anniversary ofthe Closing Date thereafter, and otherwise upon request of such 

Required Consenting Party or the Manager. Copies of fidelity bonds and insurance policies 

required to be maintained pursuant to this Section 2.10 shall be made available to the Manager, 

the Required Consenting Parties or their respective representatives on the Effective Date (and, 

with respect to each Asset, on or before the applicable Servicing Transfer Date with respect 

thereto), and shall otherwise be made available to the Manager, any ofthe Required Consenting 

Parties and their respective representatives upon request. 

Section 2.11 Funding ofWorking Capital Expenses; Permitted Vertical Completion 

Expenses. To the extent set forth in, and subject to the terms of, this Agreement (including the 

7 

RADC/CADC Venture 2010-2 Structured Transaction 

Servicing Agreement 
Servicing Obligations), the Servicer shall, on behalf ofthe Manager, in tum acting on behalf of 

the Company (and from Company funds made available by the Manager), pay applicable 

Working Capital Expenses and Permitted Vertical Completion Expenses (including making 

applicable Funding Draws and Permitted Vertical Development Funding Draws, it being 

understood that the Servicing Obligations may set forth rights and limitations ofthe Servicer 

with respect to applicable decisions and rights of the Manager in connection with the making of 

Funding Draws and Permitted Vertical Development Funding Draws); provided that the payment 

of the same is consistent with the applicable terms and conditions in the Custodial and Paying 

Agency Agreement and, subject to Section 5.7, the applicable terms and conditions in the LLC 

Operating Agreement and the other Transaction Documents. Servicer acknowledges that (a) 

subject to the Custodial and Paying Agency Agreement (and any permitted transfer or release of 

funds as provided therein), the Working Capital Reserve shall be used exclusively for funding of 

Working Capital Expenses (including the making ofFunding Draws with respect to specified 

Assets) and Permitted Vertical Completion Expenses (including the making of Permitted 

Vertical Development Funding Draws with respect to specified Loans); (b) proceeds of 

Discretionary Funding Advances shall be used exclusively for paying Permitted Vertical 

Completion Expenses with respect to specified Assets (and in no event may Discretionary 

Funding Advances be used for payment of any Working Capital Expenses), to the extent funds 

are not otherwise available in the Collection Account and the Working Capital Reserve Account 

balance is less than the Working Capital Reserve Floor; and (c) proceeds ofExcess Working 

Capital Advances shall be used exclusively for (i) payment ofWorking Capital Expenses to the 

extent that funds are not otherwise available in the Collection Account, and the Working Capital 

Reserve Account balance is less than the Working Capital Reserve Floor, and (ii) funding the 

Defeasance Account by such amount as may be required to cure a Purchase Money Note Trigger 

Event to the extent funds are not otherwise available in the Collection Account (and in no event 

may Excess Working Capital Advances be used for funding Permitted Vertical Completion 

Expenses or for such other purposes as are expressly prohibitted pursuant to the LLC Operating 

Agreement). 

Section 2.12 Expenses. Except as otherwise directed by the Manager, the Servicer shall 

use its reasonable best efforts to recover from Borrowers and Obligors all amounts of Servicing 

Expenses that are advanced by the Servicer (as permitted or required pursuant to the Servicing 

Obligations) as Servicer Advances to the extent that the Borrowers and Obligors are responsible 

for such Servicing Expenses under the Asset Documents. All such amounts not recovered from 

Borrowers or Obligors and all other Servicer Advances shall be reimbursed only in accordance 

with the terms set forth on Schedule 4, as the same may be amended from time to time by the 

Manager (without the consent ofthe Initial Member) and the Servicer. In no event may any 

Servicer Advances be deducted from or netted against any Asset Proceeds. In the event the 

Servicer is reimbursed for any amount that does not qualify as a Servicing Expense, the Servicer 

shall be obligated to refund such amount to the Manager, or, ifso directed by the Manager, 

directly to the Company (to the Collection Account) on the Specified Date immediately 

following the Servicer's receipt ofnotice frdm the Manager requesting the same. No Servicer 

Advances shall bear interest chargeable in any way to the Company or deductible from any Asset 

Proceeds. 

Section 2.13 Insured or Guaranteed Assets. If any Assets being serviced pursuant to 

this Agreement are insured or guaranteed by any Governmental Authority, the Servicer 

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RADC/CAOC Venture 20 I 0-2 Structured Transaction 

Servicing Agreement 
acknowledges and agrees that, ifthe Manager so directs pursuant to the Servicing Obligations 

with respect to such Assets, it shall take any and all actions as may be necessary to insure that 

such insurance or guarantees remain in full force and effect. The Servicer acknowledges and 

agrees that, upon assumption ofthe Servicing Obligations with respect to the Assets pursuant to 

this Agreement, it agrees to fulfill all ofthe Company's obligations under the contracts of 

insurance or guaranty. 

Section 2.14 Registration with MERS. In the event that any of the Assets are (or are 

required by the Servicing Obligations to be) registered on the MERS® System, the Servicer 

shall, or shall cause its designee (which shall be a MERS Member (defined below)) to, maintain 

(or register, as applicable) such Asset on the MERS® System and execute and deliver on behalf 

ofthe Company (including, as applicable, on behalf ofthe Manager, in tum on behalf ofthe 

Company) any and all instruments of assignment and other comparable instruments with respect 

to such assignment or re-recording of a mortgage securing a Loan in the name ofMERS®, solely 

as nominee for the Company and its successors and assigns. A "MERS Member" shall be a 

MERS member as determined by MERS and in good standing, and for purposes ofthis 

Agreement, such MERS Member designee shall be SitusServ L.P., a Texas limited partnership, 

until Manager shall designate another MERS Member. With respect to each Asset that is 

registered on the MERS® System and so long as the Manager is not a member ofMERS, (A) the 

MERS Member designee ofServicer shall be designated as the "servicer" and the 1 00002 Org Id 

shall be designated as the "investor" with respect to such Asset, and, if applicable, the Manager 

may cause or permit an applicable Subservicer to be designated as the "subservicer" with respect 

to such Asset (provided, that, at the option ofthe Manager in accordance with the LLC Operating 

Agreement and so long as each applicable designee is and remains a MERS member in good 

standing, (1) the Company may be designated as the "investor" with respect to any such Asset, 

and (2) the Manager may be designated as the "servicer" with respect to any such Asset, in 

which case the Servicer shall be designated as the "subservicer" with respect thereto), and (B) no 

other Person shall be identified on the MERS® System as having any interest in such Asset 

unless otherwise consented to by the Manager (or required pursuant to the Electronic Tracking 

Agreement). Except as otherwise directed by the Manager (in connection with a voluntary 

removal by the Manager of any Asset from the MERS® System pursuant to Section 12.3(g) of 

the LLC Operating Agreement), all Assets registered on the MERS® System shall remain 

registered on the MERS® System unless default, foreclosure or similar legal or MERS® 

requirements dictate otherwise. The Servicer shall provide, or cause the MERS Member 

designee to provide, the Manager and the Initial Member with such reports from the MERS® 

System as the Manager or the Initial Member, from time to time, may request, including to allow 

the Manager and the Initial Member to verify the Persons identified on the MERS® System as 

having any interest in any ofthe Assets and to confirm that the Assets required to be registered 

on the MERS® System are so registered. For so long as any Assets remain registered with 

MERS, the same shall be subject to an Electronic Tracking Agreement in the form ofExhibit B, 

and, to the extent any such Assets are so registered with MERS as ofthe Closing Date, the 

MERS Member designee, together with the Manager, the Collateral Agent and the Initial 

Member, shall execute such Electronic Tracking Agreement on the Closing Date and deliver the 

same to MERS. Without limiting the foregoing, upon the request ofthe Manager or the Initial 

Member, the Servicer shall cause, or cause the MERS Member designee to cause, MERS to run a 

query with respect to any and all specified fields on the MERS® System with respect to any or 

all of the Assets registered on the MERS® System and provide the results to the Manager and 

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Servicing Agreement 
the Initial Member and, ifrequested by the Manager or the Initial Member (and subject to any 

applicable provisions ofthe Electronic Tracking Agreement), shall cause MERS to change the 

information in such fields, to the extent MERS will do so in accordance with its policies and 

procedures, to reflect its instructions. 

ARTICLE III 

DEFAULTS; ACQUISITION OF COLLATERAL 

Section 3.1 Delinquency Control. Except as otherwise directed by the Manager, the 

Servicer shall maintain a collection department that complies with the Servicing Standard and 

protects the Company's interests in the Assets and the Collateral in accordance with the 

Servicing Standard. 

Section 3.2 Discretion ofthe Servicer in Responding to Defaults of Borrower. Upon 

the occurrence of an event ofdefault under any ofthe Asset Documents, but subject to the other 

terms and conditions of this Agreement, including the Servicing Obligations ofthe Servicer and 

such direction as the Manager may otherwise provide that is consistent with the Servicer's 

compliance with the Servicing Standard, the Servicer, with the consent of the Manager, shall 

determine the response to such default and the course of action with respect to such default, 

including (a) the selection of attorneys to be used in connection with any action, whether judicial 

or otherwise, to protect the interests ofthe Company in the Asset and the Collateral, (b) the 

declaration and recording of a notice ofsuch default and the acceleration ofthe maturity of the 

Loan, (c) the institution of proceedings to foreclose the Asset Documents, ·collateral or Acquired 

Property securing the Loan pursuant to the power of sale contained therein or through a judicial 

action or appoint a receiver, (d) the institution of proceedings against any Obligor, (e) the 

acceptance of a deed in lieu of foreclosure, (f) the purchase of the real property Collateral at a 

foreclosure sale or trustee's sale or the purchase ofthe personal property Collateral at a UCC 

sale, and (g) the institution or continuation ofproceedings to obtain a deficiency judgment 

against such Borrower or any Obligor and the collection of such judgment. Notwithstanding 

anything to the contrary contained herein, but subject to Section 5.7, the Servicer shall not, in 

connection with any such default or otherwise, take (or refrain from taking) any action if the 

taking (or refraining from taking) of such action is inconsistent with the terms of the LLC 

Operating Agreement or any other Transaction Documents without the prior written consent of 

the Manager. 

Section 3.3 Acquisition ofAcquired Property. Any acquisition of Collateral shall 

conform with the terms and conditions of this Agreement (including the Servicing Obligations of 

the Servicer). With respect to any Asset as to which the Servicer has received actual notice of, or 

has actual knowledge of, any Environmental Hazard with respect to the related Collateral, the 

Servicer shall immediately provide written notice ofsame to the Manager. In addition, ifthe 

Manager so directs, prior to the acquisition of title to any Collateral, the Servicer shall cause to 

be commissioned with respect to such Collateral (i) a transaction screen process consistent with 

ASTM Standard E 1528-06, by an environmental professional or (ii) such other site inspections 

and assessments by a Person who regularly conducts environmental audits using customary 

industry standards as would customarily be undertaken or obtained by a prudent lender in order 

to ascertain whether there are any actual or threatened Environmental Hazards (a "Site 

Assessment"), and the cost ofsuch Site Assessment shall be deemed to be a Servicing Expense 

as long as the costs for such Site Assessment were not paid to any Affiliate of the Manager or 

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Servicing Agreement 
any Affiliate ofthe Servicer or any Subservicer. Except as is otherwise directed by the Manager, 

the Servicer or any Subservicer shall not acquire or otherwise cause the Company or any 

Subsidiary or other entity in which the Company owns any interest to acquire all or any portion 

of any Collateral having any actual or threatened Environmental Hazard by foreclosure, deed in 

lieu of foreclosure, power ofsale or sale pursuant to the UCC or otherwise. lftitle to any 

Collateral that constitutes real property is to be acquired by foreclosure, by deed in lieu of 

foreclosure, by power of sale or by sale pursuant to the UCC, or otherwise, title to such Acquired 

Property shall be taken by and held in the name of an Ownership Entity; provided, however, that 

for any Collateral which becomes Acquired Property after the Servicing Transfer Date relating 

thereto and with respect to which there exists any Environmental Hazard, the Ownership Entity 

that holds such Collateral may hold title only to the relevant Collateral with respect to which the 

Environmental Hazard exists. 

Section 3.4 Administration of Acquired REO Properties. In addition to any other 

terms and conditions set forth herein, in connection with any Acquired REO Properties, the 

Servicer shall, in each case subject to applicable instructions from the Manager and the Servicing 

Obligations, comply with the following terms and conditions: 

(a) The Servicer shall cause the applicable Ownership Entity to maintain 

insurance in compliance with applicable requirements herein and in the LLC Operating 

Agreement. 

(b) The Servicer shall cause the applicable Ownership Entity to (i) perform 

the obligations that such Ownership Entity is required to perform under the leases to which it is a 

party in all material respects and (ii) enforce, in accordance with commercially reasonable 

practices for properties similar to the applicable Acquired REO Property, the material obligations 

to be performed by the tenants under such leases. 

(c) The Servicer shall not permit any Ownership Entity to initiate or consent 

to any zoning reclassification of any portion ofthe Acquired REO Property owned by such 

Ownership Entity, or use or permit the use of any portion of an Acquired REO Property in any 

manner that could result in such use (taking into account any applicable variance obtained in 

accordance with the Servicing Standard) becoming a non-conforming use under any zoning 

ordinance or any other applicable land use Law, rule or regulation, without the prior consent of 

the Manager and the Required Consenting Parties. 

(d) The Servicer shall not permit any Ownership Entity to suffer, permit or 

initiate the joint assessment of Acquired REO Property (i) with any other real property 

constituting a Tax lot separate from such Acquired REO Property, and (ii) with any portion of an 

Acquired REO Property which may be deemed to constitute personal property, or any other 

procedure whereby the Lien of any Taxes which may be levied against such personal property 

shall be assessed ,or levied or charged to such Acquired REO Property. 

(e) From and after the completion of any buildings or other improvements at 

an Acquired REO Property, the Servicer shall cause the applicable Ownership Entity to maintain 

such Acquired REO Property in a good and safe condition and repair (subject to such alterations 

as the Manager may from time to time determine to be appropriate in accordance with the 

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Servicing Standard and applicable requirements herein and in the other Transaction Documents) 

and in accordance with applicable Law. 

(f) All property managers with respect to any Acquired REO Property shall, 

in their respective property management agreements or by separate agreement, subordinate their 

rights under such agreements (including their right to receive management fees) to the rights and 

interest ofthe Collateral Agent under the applicable REO Mortgage. 

(g) With respect to any Acquired REO Property that is leased under a ground 

or other lease, the Servicer shall cause the applicable Ownership Entity to (i) pay all rents and 

other sums required to be paid by the tenant under and pursuant to the provisions of the 

applicable ground lease as and when such rent or other charge is payable, and (ii) diligently and 

timely perform and observe all ofthe terms, covenants and conditions binding on the tenant 

under the ground lease. The Servicer shall not permit the applicable Ownership Entity to 

subordinate or consent to the subordination of any ground lease to any mortgage, lease or other 

interest on or in the ground lessor's interest in the applicable Acquired REO Property without the 

prior consent ofthe Manager and the Collateral Agent unless such subordination is required 

under the provisions of such ground lease. 

(h) In the event the Manager elects to cause the Company to fund any 

permitted construction with respect to Acquired REO Property, then the Servicer shall cause 

each Ownership Entity to pursue with diligence the construction ofthe Acquired REO Property 

owned by such Ownership Entity (i) in accordance with the construction, construction 

management (if any) and all other material contracts relating to such construction, and all 

requirements of Law, all restrictions, covenants and easements affecting such Acquired REO 

Property, and all applicable governmental approvals, (ii) in the case of any Substantially 

Complete Vertical Development, in substantial compliance with the plans and specifications 

therefor as in existence on the Closing Date and as thereafter modified by the Manager in its 

business judgment exercised in accordance with the LLC Operating Agreement and the other 

Transaction Documents, (iii) in a good and workmanlike manner and free of defects, (iv) in a 

manner such that such Acquired REO Property remains free from any Liens, claims or 

assessments (actual or contingent) for any material, labor or other item furnished in connection 

therewith, and (v) in conformance with all other applicable requirements set forth herein and in 

the other Transaction Documents. 

(i) Notwithstanding any other provision ofthis Section 3.4 to the contrary, (i) 

in operating, managing, leasing or disposing of any Acquired REO Property, the Servicer shall 

act in the best interests ofthe Company, and the Members and creditors ofthe Company 

(including the FDIC in its various capacities) and in accordance with the Servicing Standard, and 

(ii) without relieving the Servicer of any obligation elsewhere in this Agreement, and subject to 

any applicable Servicing Obligations, the Servicer shall not be required to act in accordance with 

a specific provision ofthis Section 3.4 if such action is (A) not in the best interests of Company 

and the Members and creditors ofthe Company (including the FDIC in its various capacities), as 

determined by the Servicer in the exercise ofits reasonable discretion, or (B) not in accordance 

with the Servicing Standard. 

G) The Servicer shall furnish to the Manager, the Collateral Agent and the 

Initial Member such reports regarding the construction, leasing and sales efforts of or relating to 

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Servicing Agreement 
the Acquired REO Property as the Manager, the Collateral Agent and the Initial Member shall 

reasonably request. 

ARTICLE IV 

SUBSERVICING 

Section 4.1 Retention of Subservicer. The Servicer may engage or retain one or more 

Subservicers, including Affiliates ofthe Manager or ofthe Servicer, as it may deem necessary 

and appropriate, provided that any Subservicer meets the requirements set forth in the definition 

ofQualified Servicer. 

Section 4.2 Subservicing Agreement Requirements. Any Subservicing Agreement 

with any Subservicer shall, among other things: 

(a) provide for the servicing ofthe Assets and management ofthe Collateral 

by the Subservicer in accordance with the Servicing Standard and the other terms ofthis 

Agreement and the LLC Operating Agreement; 

(b) subject to Section 4.2(m) and Section 4.2(n) with respect to immediate 

termination, be terminable upon no more than thirty (30) days prior notice in the event of any 

Event ofDefault (as defined in the LLC Operating Agreement), any Default under this 

Agreement or any default under the Subservicing Agreement; 

(c) provide that the Servicer as well as the Manager and the Initial Member 

shall each be entitled to exercise termination rights thereunder; 

(d) provide that the Subservicer and the Servicer acknowledge that the 

Subservicing Agreement constitutes a personal services agreement between the Servicer and the 

Subservicer; 

(e) provide that each ofthe Initial Member and the Manager is a third party 

beneficiary under the Subservicing Agreement for all purposes and is entitled to enforce the 

Subservicing Agreement, and that each ofthe FDIC, the Purchase Money Note Guarantor and 

the Company is a third party beneficiary thereunder to the extent of any rights expressly granted 

to such Person under the Sub servicing Agreement (and such Subservicing Agreement shall 

include rights in favor ofthe FDIC, the Purchase Money Note Guarantor and the Company that 

are equivalent to the rights granted to such Persons hereunder) and is entitled to enforce the 

Subservicing Agreement with respect to such rights; and further provide that in no event shall 

any amendment or waiver to any such Subservicing Agreement limit or affect any rights of any 

such third party beneficiary thereunder without the express written consent ofsuch third party 

beneficiary; 

(f) provide that (i) upon removal ofthe Manager as the "Manager" pursuant 

to the LLC Operating Agreement and/or notice from the Initial Member or the Manager ofthe 

occurrence of any Event ofDefault under the LLC Operating Agreement, the Initial Member 

(and any successor "Manager" under the LLC Operating Agreement) may exercise all ofthe 

rights ofthe Manager under this Agreement and such Subservicing Agreement and further cause 

the termination or assignment to any other Person ofthis Agreement (and, in the event of any 

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Servicing Agreement 
such termination or assignment of this Agreement, the termination or assignment of any 

Subservicing Agreement), without penalty or payment of any fee, and (ii) upon the occurrence of 

any Default under this Agreement or an event described in clauses (ii), (iii) or (iv) of Section 

7.2(a) hereof, each of the Manager (or applicable successor "Manager" under the LLC Operating 

Agreement) and the Initial Member may exercise all ofthe rights of(A) the Manager under this 

Agreement and cause the termination or assignment of this Agreement to any other Person, 

without penalty or payment of any fee, and (B) the Servicer under the Subservicing Agreement 

and cause the termination or assignment ofthe Subservicing Agreement to any other Person, 

without penalty or payment of any fee; 

(g) provide that the Initial Member, the Manager, the Purchase Money Note 

Guarantor and the Company (and each oftheir respective representatives) shall each have access 

to and the right to review, copy and audit the books and records ofthe Subservicer and that the 

Subservicer shall make available its officers, directors, employees, accountants and attorneys to 

answer the Initial Member's, the Manager's, the Purchase Money Note Guarantor's and the 

Company's (and each of their respective representatives') questions or to discuss any matter 

relating to the Subservicer's affairs, finances and accounts, as they relate to the Assets, the 

Collateral, the Servicing Obligations, the Collection Account, the Escrow Accounts, any Other 

Accounts established or maintained pursuant to this Agreement or the Subservicing Agreement, 

accounts established or maintained pursuant to the Custodial and Paying Agency Agreement, or 

any matters relating to this Agreement or the Subservicing Agreement or the rights or obligations 

thereunder; 

(h) provide that all Asset Proceeds are to be deposited into the Collection 

Account on a daily basis (without reduction or setoff as provided in Section 11.12 hereof) within 

two (2) Business Days ofreceipt and that under no circumstances are any funds, other than Asset 

Proceeds and interest and earnings thereon and amounts released from the Working Capital 

Reserve Account, the proceeds ofExcess Working Capital Advances and Discretionary Funding 

Advances, to be commingled into the Collection Account; 

(i) provide that the Subservicer shall not sell, transfer or assign its rights 

under the Subservicing Agreement with the Servicer and that any prohibited sale, transfer or 

assignment shall be void ab initio; 

(j) provide that the Subservicer consents to the immediate termination ofthe 

Subservicer pursuant to Section 7.2 and Section 7.3 of this Agreement; 

(k) provide that there shall be no right ofsetoff on the part of the Subservicer 

against the Asset Proceeds (or the Company); 

(I) provide for such other matters as are necessary or appropriate to ensure 

that the Subservicer is obligated to comply with the Servicing Obligations of the Servicer 

hereunder in the conduct ofsuch matters as are delegated to the Subservicer; 

(m) (i) contain default provisions that relate to the actions ofthe Subservicer 

that correspond to the provisions of Section 7.l(a), ili}, .(£},@,ill,. .(!1.(g1 .(h1and .{i)ofthis 

Agreement, and (ii) provide that each ofthe Manager and the Initial Member has the right (x) to 

immediately terminate the Subservicing Agreement by providing written notice upon the 

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occurrence of any such default or an event described in clauses (ii), (iii) or (iv) of Section 7.2(a) 

hereof, without any cure period other than as may be provided for in such default provisions 

under such Subservicing Agreement (which cure periods shall be no longer than the cure 

provisions in the corresponding provisions of Section 7.1 ofthis Agreement), and (y) otherwise 

to enforce the rights of the Servicer under the Subservicing Agreement; 

(n) provide that (i) the Subservicer consents to its immediate termination 

under the Subservicing Agreement upon the occurrence of any of (x) a Default under Section 

lJ.(hl, Section 7.1(b) or Section 7.1(c) ofthis Agreement, or (y) an Insolvency Event with 

respect to the Subservicer or any of its Related Parties, and (ii) the occurrence of any Insolvency 

Event with respect to the Subservicer or any of its Related Parties constitutes a default under the 

Subservicing Agreement; 

(o) provide a full release and discharge of the Prior Servicers from any and all 

claims (including any counterclaim or defensive claim), demands, causes of action, judgments or 

legal proceedings and remedies of whatever kind or nature that the Subservicer had, has or might 

have in the future, whether known or unknown, which are related in any manner whatsoever to 

the servicing of the Assets by the Prior Servicers prior to the applicable Servicing Transfer Date 

(other than due to gross negligence, violation of law or willful misconduct of such Prior 

Servicer); 

(p) provide that, to the extent required under Section 2.14 hereof (or Section 

12.3(g) of the LLC Operating Agreement), all Assets registered on the MERS® System shall 

remain registered unless default, foreclosure or similar legal or MERS requirements dictate 

otherwise or unless otherwise directed by the Manager; 

(q) provide that no Subservicer, nor any Affiliate thereof may at any time, 

without the prior written approval of the Manager and the Initial Member, (i) be or become an 

Affiliate of or a partner or joint venturer with any Borrower or Obligor, (ii) be or become an 

agent of any Borrower or Obligor, or allow any Borrower or Obligor to be an agent of such 

Subservicer or of any Affiliate thereof, or (iii) have any interest whatsoever in any Borrower or 

Obligor or other obligor with respect to any Asset or any ofthe Collateral and shall immediately 

notify the Manager and the Initial Member upon becoming aware of such occurrence; and 

(r) not conflict with the Servicing Standard or any other terms or provisions 

of this Agreement, the LLC Operating Agreement, the Custodial and Paying Agency Agreement 

or any of the other Transaction Documents insofar as such other terms or provisions apply to the 

Subservicer or the Servicing Obligations. Nothing contained in any Subservicing Agreement 

shall alter any obligation ofthe Servicer under this Agreement or the Manager under the LLC 

Operating Agreement and, in the event of any inconsistency between the Subservicing 

Agreement and the terms of either this Agreement or the LLC Operating Agreement, the terms of 

this Agreement or the LLC Operating Agreement, as applicable, shall apply. 

Section 4.3 Servicer Liable for Subservicers. Notwithstanding anything to the 

contrary contained herein, the use of any Subservicer shall not release the Servicer from any of 

its Servicing Obligations or other obligations under this Agreement, and the Servicer shall 

remain responsible and liable for all acts and omissions of each Subservicer as fully as if such 

acts and omissions were those ofthe Servicer. All actions of any Subservicer performed 

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Servicing Agreement 
pursuant to the Subservicing Agreement with the Servicer shall be performed as an agent ofthe 

Servicer. No Subservicer shall be paid any fees or indemnified out of any Asset Proceeds, it 

being understood that all fees and related costs and liabilities ofretaining any Subservicers shall 

be the sole responsibility ofthe Servicer. 

Section 4.4 Manager Approval Required. Each Subservicing Agreement and all 

Modifications thereto and the selection ofthe Subservicer, regardless of whether the Subservicer 

is an Affiliate ofthe Servicer, shall be subject to the prior written approval ofthe Manager 

(which approval shall not be unreasonably withheld, delayed or conditioned so long as the 

provisions required under Section 4.2 are not modified or deleted). A copy of all Subservicing 

Agreements, as executed and delivered and all amendments thereto, shall be provided to the 

Manager and, upon request of any Required Consenting Party, to such Required Consenting 

Party. 

Section 4.5 Regulation AB Requirements. The Servicer shall use commercially 

reasonable efforts to maintain in place, and to confirm, where applicable, that each Subservicer 

has in place, policies and procedures to comply with the relevant servicing criteria provisions of 

Section 1122(d)(l) ofRegulation AB that are applicable and relate to the servicing being 

conducted under this Agreement, including for purposes of preparation and delivery ofthe 

annual reports (including the independent accountant report) required pursuant to Section 5.2(g) 

below; provided that the following Regulation AB criteria shall not be deemed relevant to the 

servicing being conducted under this Agreement: Section 1122( d)(l )(iii) regarding backup 

servicer requirements; Sections 1122(d)(3)(i-iv) regarding paying agent requirements; and 

Section 1122(d)(4)(xv) regarding external credit enhancement. 

ARTICLE V 

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SERVICER 

Section 5.1 Representations and Warranties. The Servicer hereby makes the following 

representations and warranties as ofthe date hereof: 

(a) The Servicer (i) is a limited liability company duly organized, validly 

existing and in good standing under the laws of the State ofDelaware, (ii) has qualified or will 

qualify to transact business as a foreign entity and will remain so qualified, in the state or states 

and other jurisdictions where the Assets or the nature of the Servicer's activities under this 

Agreement makes such qualification necessary; (iii) has all licenses and other governmental 

approvals necessary to carry on its business as now being conducted and to perform its 

obligations hereunder; and (iv) has established and shall maintain its principal place ofbusiness 

in the United States. 

(b) The Servicer has all requisite power, authority and legal right to service 

each Asset, and to execute, deliver and perform, and to enter into and consummate the 

transactions contemplated by, this Agreement, and this Agreement has been duly authorized by 

all requisite action on the part ofthe Servicer. 

(c) This Agreement and all agreements contemplated hereby to which the 

Servicer is or will be a party constitute the valid, legal, binding and enforceable obligations of 

the Servicer, except as such enforcement may be limited by bankruptcy, insolvency, 

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reorganization or other similar laws affecting the enforcement of creditors' rights generally, and 

by general principles of equity (regardless ofwhether such enforcement is considered in a 

proceeding in equity or at law); and all requisite limited liability company action has been taken 

by the Servicer to make this Agreement and all agreements contemplated hereby to which the 

Servicer is or will be a party valid and binding upon the Servicer in accordance with their terms 

and conditions. 

(d) The Persons executing this Agreement on behalf ofthe Servicer are duly 

authorized to do so. 

(e) The execution and delivery ofthis Agreement by the Servicer, the 

servicing ofthe Assets and the Collateral under this Agreement, the consummation of any other 

ofthe transactions contemplated by this Agreement, and the fulfillment of or compliance with 

the terms hereof are in the ordinary course ofbusiness ofthe Servicer and will not (i) result in a 

breach of any term or provision ofthe articles or charter or bylaws or other organizational 

documents ofthe Servicer; (ii) conflict with, result in a breach, violation or acceleration of, or 

result in a default (or an event which, with notice or lapse oftime, or both, would constitute a 

default) under the terms of any agreement or other instrument to which the Servicer is a party or 

by which it may be bound; or (iii) constitute a violation of any Law applicable to the Servicer, 

and the Servicer is not in breach or violation of any agreement or instrument, or in violation of 

any Law of any Governmental Authority having jurisdiction over it which breach or violation 

may impair the Servicer's ability to perform or meet any ofits obligations under this Agreement. 

(f) No litigation is pending or, to the Servicer's knowledge, threatened, 

against the Servicer that would prohibit the Servicer from entering into this Agreement or is 

likely to materially and adversely affect either the ability ofthe Servicer to perform its 

obligations under this Agreement or the financial condition ofthe Servicer. 

(g) Any consent, approval, authorization or order of any Governmental 

Authority required for the execution, delivery and performance by the Servicer of or compliance 

by the Servicer with this Agreement or the consummation ofthe transactions contemplated by 

this Agreement has been obtained and is effective. 

(h) None ofthe Servicer, any Subservicer or their respective Affiliates shall, 

at any time, without the prior written approval ofthe Manager and the Initial Member, (i) be an 

Affiliate of or a partner or joint venturer with any Borrower or Obligor, (ii) be an agent of any 

Borrower or Obligor, or allow any Borrower or Obligor to be an agent ofthe Servicer or any 

Subservicer or any such Affiliate of either, or (iii) have any interest whatsoever in any Borrower 

or Obligor or other obligor with respect to any Asset or any ofthe Collateral. 

(i) The Servicer is, and all times so long as this Agreement is in effect shall 

remain, a Qualified Servicer. 

Section 5.2 Reporting, Books and Records and Compliance Covenants. The Servicer 

covenants to the Manager as follows: 

(a) The Servicer shall be responsible for submitting all Internal Revenue 

Service information returns related to each Asset for all applicable periods commencing with the 

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Servicing Transfer Date with respect thereto (or, iflater, the Effective Date). Information returns 

include reports on Forms 1098 and 1099 and any other reports required by Law. The Servicer 

shall be responsible for submitting all information returns required under applicable Law of any 

foreign Governmental Authority, to the extent such are required to be filed by the Company 

under such Law, relating to the Assets, for the calendar or tax year in which the Effective Date 

falls and thereafter. 

(b) The Servicer shall cause to be kept and maintained, at all times, at the 

Servicer's principal place ofbusiness, a complete and accurate set of files, books and records 

(including records transferred by the Manager to the Servicer) regarding the Assets and the 

Collateral, and the Company's and the relevant secured parties' interests in the Assets and the 

Collateral, including records relating to the Collection Account, the Working Capital Reserve 

Account, the Escrow Accounts, any Other Accounts maintained in connection with the Assets, 

the Servicer Advances, Funding Draws and other Working Capital Expenses and collection and 

remittance of Asset Proceeds. The books of account shall be maintained in a manner that 

provides sufficient assurance that: (i) transactions ofthe Company are executed in accordance 

with the general or specific authorization ofthe Manager consistent with the provisions ofthe 

LLC Operating Agreement; and (ii) transactions ofthe Company are recorded in such form and 

manner as will: (A) permit preparation of federal, state and local income and franchise tax 

returns and information returns in accordance with the LLC Operating Agreement and as 

required by Law; (B) permit preparation ofthe Company's financial statements in accordance 

with GAAP and the LLC Operating Agreement and the provisions of the reports required to be 

provided thereunder; and (C) maintain accountability for the Company's assets. 

(c) The Servicer shall cause all such books and records to be maintained and 

retained until the date that is the later often (10) years after the Closing Date and three (3) years 

after the date on which the Final Distribution is made, which date shall be established by notice 

to the Servicer from the Manager. All such books and records shall be available during such 

period for inspection by the Manager, the FDIC, the Purchase Money Note Guarantor and the 

Initial Member (and their respective representatives, including any applicable Governmental 

Authority) at all reasonable times during business hours on any Business Days (or, in the case of 

any such inspection after the term hereof, at such other location as is provided by notice to the 

Manager, the FDIC, the Purchase Money Note Guarantor and the Initial Member, as applicable), 

in each instance upon not less than two (2) Business Days' prior notice to the Servicer. Upon 

request by the Manager, the Servicer, at the sole cost and expense of the Manager, shall promptly 

send copies (the number of copies of which shall be reasonable) ofsuch books and records to the 

Manager. The Servicer shall provide the Manager with reasonable advance notice of the 

Servicer' s intention to destroy or dispose of any documents or files relating to the Assets and, 

upon the request ofthe Manager, shall allow the Manager, at its own expense, to recover the 

same from the Servicer. The Servicer shall also maintain complete and accurate records 

reflecting the status oftaxes, ground rents and other recurring charges which could become a 

Lien on any Collateral. 

(d) The covenants set forth in Section 5.2(b) and.(£} above to maintain a 

complete and accurate set ofrecords shall encompass all tiles in the Servicer' s custody, 

possession or control pertaining to the Assets and the Collateral, including (except as required to 

be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original 

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and other documentation pertaining to the Assets and the Collateral, all documentation relating to 

items ofincome and expense pertaining to the Assets and the Collateral, and all ofthe Servicer's 

(and any Subservicer's) internal memoranda pertaining to the Assets and the Collateral. 

(e) The Servicer shall cause to be furnished to the Manager, each month on 

the Specified Date, commencing with March 201I (or such other date as may be set forth in the 

Servicing Obligations), a monthly electronic report on the Assets and Collateral containing such 

information and substantially in the form set forth on Schedule 5 as the same may be amended 

from time to time by the Manager (without the consent ofthe Initial Member) and the Servicer 

(the "Electronic Report"). The Electronic Report shall include, but not be limited to, the 

information required for the Manager to prepare, in accordance with the LLC Operating 

Agreement, the Distribution Date Report and the Monthly Report, and such other reports and 

information as the Manager shall reasonably require, to the extent such information is reasonably 

available to the Servicer. Notwithstanding the above, with respect to any period prior to the 

applicable Servicing Transfer Date, the applicable Electronic Reports may exclude certain ofthe 

information otherwise required to be included therein if and to the extent the Initial Member is 

obligated to provide such information (or other information that is a prerequisite to the Servicer 

being able to provide such information) to the Servicer and the Manager pursuant to the interim 

servicing and asset management support obligation set forth in Section 3 .3 of the Contribution 

Agreement and the Initial Member fails to timely deliver such information to the Servicer and 

the Manager. 

(t) The Servicer shall deliver, and shall cause each Subservicer to deliver, to 

the Manager and each Required Consenting Party, on or before March I oth of each year, or such 

other day as the Manager and the Servicer may agree, commencing in the year 2012, an annual 

officer's certificate stating, as to the signer thereof, that (i) a review ofsuch party's activities 

during the preceding Fiscal Year (or other applicable period as set forth below in this Section 

22ffi) and ofits performance under this Agreement (or, as applicable, any Subservicing 

Agreement) has been made under such officer's supervision, and (ii) to the best of such officer's 

knowledge and belief, based on such review, such party has fulfilled all ofits obligations under 

this Agreement (or, as applicable, any Subservicing Agreement) in all material respects 

throughout such year (or other applicable period as set forth below in this Section 5.2(0), ifthere 

has been a failure to fulfill any such obligation in any material respect, specifying each such 

failure and the nature and status thereof. The first such officer's certificate shall, with respect to 

any Asset, shall cover the period commencing on the Servicing Transfer Date and continuing 

through the end ofthe 20 II Fiscal Year. In the event the Servicer or any Subservicer has been 

terminated, resigned or otherwise performed in such capacity for only part of a year (or other 

applicable period, as the case may be, with respect to the period commencing, with respect to 

any Asset, on the Servicing Transfer Date through the end ofthe 20 II Fiscal Year), such party 

shall provide an officer's certificate pursuant to this Section 5.2 with respect to such portion of 

the year (or other applicable period). 

(g) On or before March I oth of each year, or such other day as the Manager 

and the Servicer agree, commencing in the year 20I2, the Servicer shall, and shall cause each 

applicable Subservicer to, provide to the Manager and each Required Consenting Party (and/or to 

such other Person as the Manager may direct) the annual reports (including the independent 

accountant report) for the prior Fiscal Year (or other applicable period as set forth below) 

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required under Section 1122 ofRegulation AB (regardless ofwhether any such requirements 

apply, by their terms, only to companies registered or required to file reports with the Securities 

and Exchange Commission) with respect to the relevant servicing criteria provisions of Section 

1122(d)(l) ofRegulation AB that are applicable to the servicing being conducted under this 

Agreement pursuant to Section 4.5 above. The first such reports shall cover the period 

commencing on the Effective Date (and for each Asset, covering the period from the applicable 

Servicing Transfer Date) and continuing through the end ofthe 2011 Fiscal Year. 

(h) In connection with the Manager's obligations under the LLC Operating 

Agreement to prepare, review and periodically update Borrower-Business Relationship Business 

Plans and Consolidated Business Plans, the Servicer shall prepare and deliver to the Manager, 

and thereafter periodically update, such Borrower-Business Relationship Business Plans and 

Consolidated Business Plans, or relevant portions thereof or information to be included therein, 

in each case to the extent set forth and required pursuant to Schedule 7 hereto as the same may 

be amended from time to time by the Manager and the Servicer without the consent ofthe Initial 

Member (the "Business Plan Schedule"). Upon reasonable notice by any Required Consenting 

Party or the Manager, the Servicer shall make its personnel who are familiar with the BorrowerBusiness Relationship Business Plans and Consolidated Business Plans (or relevant portions 

thereof) available during normal business hours for the purposes of discussing such BorrowerBusiness Relationship Business Plans and Consolidated Business Plans with representatives of 

such Required Consenting Party and/or the Manager and responding to questions therefrom. 

Section 5.3 Audits. Until the later ofthe date that is ten (10) years after the Closing 

Date and the date that is three (3) years after the Final Distribution, which date shall be 

established by notice to the Servicer from the Manager, the Servicer shall, and shall cause each 

Subservicer to, (a) provide the Manager, the Purchase Money Note Guarantor and the Initial 

Member and their respective representatives (including any Governmental Authority), during 

normal business hours and on reasonable notice, with access to and the right to review all ofthe 

books of account, reports and records relating to the Assets or any Collateral, the Servicing 

Obligations, the Collection Account, the Escrow Accounts, the Working Capital Reserve 

Account, any Other Accounts or accounts or disbursements under the Custodial and Paying 

Agency Agreement, distributions under the LLC Operating Agreement or any matters relating to 

this Agreement or the rights or obligations hereunder or under the other Transaction Documents, 

in each case to the extent such books of account, reports or records are maintained or required to 

be maintained by the Servicer under the Transaction Documents, (b) permit such representatives 

to make copies of and extracts from the same, (c) allow the Manager, the Purchase Money Note 

Guarantor and the Initial Member to cause such books to be audited by accountants selected by 

the Manager, the Purchase Money Note Guarantor or the Initial Member, as applicable, and (d) 

allow the representatives ofthe Manager, the Purchase Money Note Guarantor and the Initial 

Member to discuss any Servicer's and any Subservicer's affairs, finances and accounts, as they 

relate to the Assets, the Collateral, the Servicing Obligations, the Collection Account, the Escrow 

Accounts, the Working Capital Reserve Account, and any Other Accounts or any other matters 

relating to this Agreement, the other Transaction Documents, or the rights or obligations 

hereunder and thereunder, with any such Servicer's and any such Subservicer's officers, 

directors, employees, attorneys and accountants (and by this provision the Servicer hereby 

authorizes such accountants to discuss such affairs, finances and accounts with such 

representatives). Any expense incurred by the Manager, the Purchase Money Note Guarantor or 

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the Initial Member and any reasonable out-of-pocket expense incurred by the Servicer in 

connection with the exercise by the Manager, the Purchase Money Note Guarantor or the Initial 

Member ofits rights in this Section 5.3 shall be borne by the Manager, the Purchase Money Note 

Guarantor or the Initial Member, as applicable (and in all events subject to any obligation ofthe 

Manager to bear such expenses ofthe Purchase Money Note Guarantor or the Initial Member 

pursuant to the LLC Operating Agreement); provided, however, that any expense incident to the 

exercise by the Manager, the Purchase Money Note Guarantor or the Initial Member oftheir 

respective rights pursuant to this Section 5.3 as a result ofor during the continuance of a Default 

by the Servicer hereunder shall in all cases be borne by the Servicer. 

Section 5.4 No Liens. The Servicer (i) shall not place or voluntarily permit any Lien 

to be placed on any ofthe Assets, the Collateral, the Asset Documents or the Asset Proceeds, 

except, in the case ofthe Collateral, (x) as permitted under the Asset Documents where the 

applicable Borrower is not in default thereunder and (y) as permitted by the terms ofthe 

Reimbursement, Security and Guaranty Agreement, and (ii) shall not take any action to interfere 

with the Collateral Agent's rights as a secured party with respect to the Assets, the Collateral and 

the Asset Proceeds. 

Section 5.5 Servicer's Duty to Advise; Delivery ofCertain Notices. In addition to 

such other reports and access to records and reports as are required to be provided to the 

Manager or any Required Consenting Party hereunder, the Servicer shall cause to be delivered to 

the Manager such information relating to the Assets, the Collateral, the Servicer and any 

Subservicer as the Manager may reasonably request from time to time and, in any case, shall 

ensure that the Manager is promptly advised, in writing, of any matter ofwhich the Servicer or 

Subservicer becomes aware relating to the Assets, any ofthe Collateral, the Collection Account, 

the Escrow Accounts, the Working Capital Reserve Account, any accounts created under the 

Custodial and Paying Agency Agreement, any Other Accounts, or any Borrower or Obligor that 

materially and adversely affects the interests ofthe Company or any Required Consenting Party. 

Without limiting the generality ofthe foregoing, the Servicer shall immediately notify the 

Manager of(i) any claim, threatened claim or litigation against the Servicer, the Company, the 

Manager or the Initial Member arising out ofor with respect to any Asset, (ii) any material notice 

from any Governmental Authority relating to any Collateral, (iii) any occurrence which could 

reasonably be expected to result in cost overruns with respect to any Loan or Acquired Property 

for which Funding Draws or Permitted Vertical Development Funding Draws have been, or are 

contemplated to be, made, or (iv) any other occurrence which would reasonably be expected to 

materially hamper, prevent or interfere with the effectuation of any then-applicable BorrowerBusiness Relationship Business Plans or Consolidated Business Plans. In addition, the Servicer 

shall cause to be delivered to the Manager information indicating any possible Environmental 

Hazard with respect to any Collateral. Further, the Servicer shall cause to be furnished to the 

Manager, each month on the Specified Date, commencing the first month following the Effective 

Date and together with the Electronic Report, a report with respect to each Asset and Collateral 

(A) containing a summary ofthe progress made, to the extent applicable, in the construction, 

marketing and leasing of the applicable project since the last such report, (B) in the case of any 

Asset, describing the remedial efforts or enforcement actions, if any, being undertaken by the 

Servicer with respect to the applicable Asset, (C) describing the status ofthe activities 

contemplated by the Borrower-Business Relationship Business Plans and the Consolidated 

Business Plans (which, among other things, identifies any facts or circumstances which are 

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reasonably likely to hamper, interfere with, prevent or postpone effectuation of the applicable 

Business Plans), (D) to the extent applicable, containing an itemized statement of costs and 

expenses remaining to be paid in order to complete construction of the applicable project 

(including capitalized interest, real estate taxes and other soft costs), (E) to the extent requested 

by the Manager, any materials delivered by the Borrower to the Company or the Servicer 

pursuant to the applicable Asset Documents not theretofore delivered to the Manager (including, 

without limitation, copies of all plans and specifications, construction budgets and construction 

schedules, construction contracts, architect's agreements, leasing and brokerage agreements, 

management agreements (and modifications to each ofthe foregoing) and materials delivered by 

the applicable Borrower in connection with each request for an advance under the related Loan 

and (F) such other information as the Manager reasonably requests. 

Section 5.6 Notice of Breach or Change ofControl. The Servicer shall immediately 

notify the Manager of (i) any failure or anticipated failure on its part to observe and perform any 

warranty, representation, covenant or agreement required to be observed and performed by it as 

the Servicer, and (ii) any Change of Control with respect to the Servicer. 

Section 5.7 Copies of Documents. Copies of the LLC Operating Agreement and the 

other Transaction Documents (or portions thereof) as Manager has determined to be necessary 

for the Servicer to be familiar with in order to perform its obligations hereunder have been 

delivered to the Servicer by the Manager, and the Servicer acknowledges receipt thereof. The 

Manager may from time to time deliver to the Servicer such Modifications or additional 

Transaction Documents (or portions of any thereof) as Manager may determine to be so necessary 

for the continued performance by Servicer ofits obligations hereunder. All references herein to 

the Servicer' s obligations with respect to such LLC Operating Agreement and other Transaction 

Documents shall, as between the Manager and the Servicer (and without limitation of obligations 

of the Manager, or the rights of the Initial Member or the Purchase Money Note Guarantor under 

this Agreement, the LLC Operating Agreement or the other Transaction Documents), be deemed 

to refer to the LLC Operating Agreement and other Transaction Documents (or portions thereof) 

as have been, or from time to time are, delivered to the Servicer. 

Section 5.8 Financial Information. The Servicer shall submit to the Company, with 

copies thereof to be delivered by the Servicer to each Required Consenting Party (i) within fortyfive ( 45) days after the end of each ofits fiscal quarters, commencing on the Effective Date, and 

(ii) within ninety (90) days after the end of each ofits fiscal years, commencing on the Effective 

Date, a letter certified by an officer of the Servicer that details certain agreed upon financial 

trends and ratios relating to the Servicer (and/or such other financial information as the Manager 

or such Required Consenting Party may reasonably request from time to time). 

ARTICLE VI 

MANAGER CONSENT 

Section 6.1 Actions Requiring Manager Consent. Notwithstanding anything to the 

contrary contained in this Agreement, the Servicer shall not cause or permit to be taken any of 

the following actions without the prior written consent ofthe Manager (which may require the 

Manager to obtain the written consent of the Required Consenting Parties), which consent may 

be withheld or conditioned in the sole and absolute discretion of the Manager: 

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(a) conducting Bulk Sales except as expressly permitted in the Servicing 

Obligations (and in all events subject to the limitations set forth in the LLC Operating 

Agreement); 

(b) the payment offees to, the sale or other transfer (including through 

foreclosure or by deed in lieu thereof) of any Asset or Collateral or Acquired Property (or any 

portion thereof) to, or any other transaction with (whether or not at usual and customary rates), 

any Affiliate ofthe Company, the Manager, the Servicer, any Affiliate ofthe Servicer, any 

Subservicer, or any Affiliate of any Subservicer; 

(c) the financing ofthe sale or other transfer of any Assets, Collateral or 

Acquired Property (or any portion thereof); 

(d) the sale of any Asset or Collateral or Acquired Property (or any portion 

thereof) that provides for any recourse against the Company, the Initial Member or the FDIC in 

any capacity, or against any interest in the Company held by the Initial Member or any share of 

the Asset Proceeds allocable to the Initial Member; 

(e) any disbursement of any funds in the Collection Account (including any 

such funds made available through Discretionary Funding Advances or Excess Working Capital 

Advances), the Working Capital Reserve Account, the accounts created under the Custodial and 

Paying Agency Agreement or any Other Accounts other than in accordance with the provisions 

ofthis Agreement, the LLC Operating Agreement, the Reimbursement, Security and Guaranty 

Agreement and the Custodial and Paying Agency Agreement; 

(f) advancing additional funds that would increase the Unpaid Principal 

Balance of any Asset other than (i) Funding Draws, (ii) Permitted Vertical Completion Expenses, 

or (iii) Servicing Expenses to the extent that capitalizing such Servicing Expenses is or would 

have been, prior to the conversion ofthe Loan to Acquired Property, in each case as permitted 

under the applicable Asset Documents; 

(g) in connection with its servicing and administration of any Asset and 

management ofthe Collateral or Acquired Property, (i) approving (x) any material modification 

or amendment to, or cancellation or termination of, any Asset Documents, or (y) plans and 

specifications, construction budgets or construction schedules with respect to the projects which 

are the subject ofsuch Asset (or material modifications to any ofsuch items, including any 

change orders); (ii) waiving or forbearing from exercising any ofthe lender's rights under, or any 

conditions precedent to the funding of any advances under, such Loan; (iii) forgiving or reducing 

or forbearing from collecting any indebtedness; (iv) releasing any parties liable for the payment 

ofthe Asset or the performance of any other obligation relating thereto; (v) granting any consent 

under any Asset Documents (including, without limitation, with respect to any proposed transfers 

of any Collateral or transfers, pledges or changes in manage111ent of any direct or indirect 

interests in any Borrower, proposed alterations, proposed settlements ofinsurance claims, 

condemnation claims or deficiencies or proposed applications ofinsurance proceeds or 

condemnation awards); (vi) consenting to any agreement in any Insolvency Proceeding relating 

to any Asset, any Borrower or any Obligor with respect to an Asset, or any Collateral, including 

voting for a plan ofreorganization; (vii) subordinating the liens of any Asset Document; (viii) 

amending or waiving any provision of any intercreditor agreement or making any decisions with 

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respect to the Assets under any intercreditor agreement; or (ix) taking any other action regarding 

such Asset, Collateral or Acquired Property that is prohibited under the LLC Operating 

Agreement or the other Transaction Documents or otherwise inconsistent with the Servicing 

Standard; or 

(h) reimbursement for any expense or cost incurred (or paid) to any Affiliate 

ofthe Company, any Affiliate ofthe Servicer or any Affiliate of any Subservicer. 

Section 6.2 Amendments, Modification and Waivers. No provision ofthis Agreement 

may be amended, modified or waived except in writing executed by the Manager and the 

Servicer, and each such amendment and modification shall be subject to the prior written consent 

ofthe Initial Member, except for those provisions that may be amended by the express terms 

hereof without the Initial Member's consent. In no event shall any such amendment or waiver 

limit or affect the rights ofthe FDIC (as a third party beneficiary hereunder as specified in 

Section 11.8) without the express written consent ofthe FDIC. 

ARTICLE VII 

DEFAULTS; TERMINATION; TERMINATION WITHOUT CAUSE 

Section 7.1 Defaults. A default ("Default") means the occurrence of: 

(a) any failure by the Servicer to remit to the Company or deposit in the 

Collection Account, the Escrow Accounts, the Working Capital Reserve Account, any accounts 

created under the Custodial and Paying Agency Agreement or any Other Accounts any amount 

required to be so remitted or deposited under the terms of (i) this Agreement, (ii) the Custodial 

and Paying Agency Agreement, or (iii) the LLC Operating Agreement; or 

(b) any Insolvency Event (without any cure period other than as may be 

provided for in the definition of Insolvency Event) (i) with respect to the Servicer or any ofits 

Related Parties, or (ii) with respect to any Subservicer or any ofits Related Parties; provided, 

that any such Insolvency Event under this clause (ii) (that is not otherwise an Insolvency Event 

under clause (i) hereof) shall not be a Default hereunder (but shall in all events be a default under 

the applicable Subservicing Agreement) so long as the Servicer shall have fully replaced such 

affected Subservicer within thirty (30) days after the occurrence ofsuch Insolvency Event; or 

(c) any failure by the Servicer to duly perform its obligations in (i) Section 

5.2(e), which failure continues unremedied for a period offive (5) days, or such other period as 

the Manager and the Servicer agree, after the date on which written notice of such failure, 

requiring the same to be remedied, shall have been given by the Manager to the Servicer, or (ii) 

Section 5.2(f) or Section 5.2(g), which failure continues unremedied for a period oftwenty-five 

(25) days, or such other period as the Manager and the Servicer agree, after the date on which 

written notice of such failure, requiring the same to be remedied, shall have been given by the 

Manager to the Servicer; or ' 

(d) any failure by the Servicer at any time (i) to be a Qualified Servicer or to 

renew or maintain any permit or license necessary to carry out its responsibilities under this 

Agreement in compliance with Law, (ii) to have an Acceptable Rating or otherwise be approved 

by the Initial Member or (iii) to cause each Subservicer to meet the applicable characteristics of a 

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Qualified Servicer as required under Section 4.1 and to renew or maintain any permit or license 

necessary to carry out its responsibilities under any Subservicing Agreement, which, in the case 

of either (i), (ii) or (iii), continues unremedied for a period ofthirty (30) days after the date on 

which written notice of such failure requiring the same to be remedied shall have been given by 

the Manager or the Initial Member to the Servicer; or 

(e) any failure by the Servicer to cause any Subservicer to comply with the 

terms ofits Subservicing Agreement with the Servicer, the occurrence of a default or material 

breach by any Subservicer under its Subservicing Agreement or the failure by the Servicer to 

replace any Subservicer upon the occurrence of any such event in accordance with the terms 

governing material breach or default under the applicable Subservicing Agreement; or 

(f) any other failure (other than those specified in any of Section 7.1 (a) 

through .(cl) by the Servicer to duly observe or perform any other covenants or agreements on the 

part ofthe Servicer contained in this Agreement or to perform any Servicing Obligation in 

compliance with the Servicing Standard, and such failure continues unremedied for a period of 

thirty (30) days, or such other period as the Manager, with the consent ofthe Initial Member, and 

the Servicer agree, after the date on which written notice of such failure shall have been given by 

the Manager or the Initial Member to the Servicer; provided, however, that in the case of a 

failure that cannot be cured within thirty (30) days (or such other period as the Manager, with the 

consent ofthe Initial Member, and the Servicer agree) with the exercise ofreasonable diligence, 

the cure period shall be extended for an additional thirty (30) days if the Servicer can 

demonstrate to the reasonable satisfaction ofthe Manager and the Initial Member that the 

Servicer is diligently pursuing remedial action; and provided, further, that, with respect to any 

such failure under this Section 7.1(f) that relates exclusively to obligations included in any 

applicable Schedule hereto that can be amended or otherwise modified without the consent ofthe 

Initial Member, then no such consent ofthe Initial Member shall be required with respect to an 

applicable cure period hereunder so long as such failure hereunder is not, or would not result in, 

a failure by the Manager to comply with its obligations under the LLC Operating Agreement and 

the other Transaction Documents; or 

(g) [reserved]; 

(h) [reserved]; 

(i) the occurrence of any Restricted Servicer Change ofControl. 

Section 7.2 Termination with Cause. 

(a) Upon (i) the occurrence of a Default pursuant to this Agreement, in each 

case, without any cure period other than as may be provided for in Section 7.1 above (ii) the 

occurrence of any "Event ofDefault" as defined in the LLC Operating Agreement, (iii) the 

failure by the Servicer to perform its obligations in Section 11.9; provided, that in the event of 

such failure the Servicer is due to the failure of any Subservicer to comply with the provisions of 

Section 11.9, then it shall not be an Event ofDefault (but shall in all events be a default under the 

applicable Subservicing Agreement) so long as Servicer shall have replaced such Subservicer 

within thirty (30) days after the occcurence ofsuch Subservicer' s failure to comply with 

Servicer's obligations under Section 11.9, or (iv) receipt by the Manager or the Servicer ofnotice 

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from the Collateral Agent that an "Event ofDefault" as defined in the Reimbursement, Security 

and Guaranty Agreement has occurred and is continuing, the Manager (including, if applicable, 

any successor "Manager" pursuant to the LLC Operating Agreement), the Initial Member, and 

the Purchase Money Note Guarantor, in addition to any other rights the Manager, the Initial 

Member or the Purchase Money Note Guarantor may have at law (including under the UCC) or 

equity, including injunctive relief, specific performance or otherwise, may (i) immediately 

terminate this Agreement by providing a Termination Notice to the Servicer, (ii) immediately 

terminate the Subservicing Agreements by providing a written termination notice to the Servicer 

and the applicable Subservicers, and (iii) otherwise enforce this Agreement, in any case, without 

penalty or payment of any fee. 

(b) In addition to the rights set forth above in Section 7.2(a), (i) upon the 

removal ofthe Manager as the "Manager" pursuant to the LLC Operating Agreement and/or 

notice from the Initial Member or the Manager ofthe occurrence of any Event ofDefault (as 

defined in the LLC Operating Agreement) under the LLC Operating Agreement, the Initial 

Member (or any successor "Manager" to the Manager under the LLC Operating Agreement) may 

exercise all ofthe rights ofthe Manager under this Agreement and further cause the termination 

or assignment of this Agreement from the Manager to any other Person, without penalty or 

payment of any fee, and (ii) upon the occurrence of any Default under this Agreement or an 

event described in clauses (ii), (iii) or (iv) of Section 7.2(a) hereof, each ofthe Manager (or 

applicable successor "Manager" to the Manager under the LLC Operating Agreement) and the 

Initial Member may exercise all ofthe rights of(A) the Manager under this Agreement and cause 

the termination or assignment ofthis Agreement to any other Person, without penalty or payment 

of any fee, and (B) the Servicer under the Subservicing Agreement and cause the termination or 

assignment ofthe Subservicing Agreement to any other Person, without penalty or payment of 

any fee. 

(c) The Servicer hereby consents to its immediate and automatic termination 

under this Agreement upon a Default under Section 7.1(a) and/or Section 7.1(b) ofthis 

Agreement. 

(d) Upon a default or failure ofthe Manager to perform its obligations under 

this Agreement in a material manner, including but not limited to, the failure ofthe Manager to 

pay to the Servicer the Servicing Fee in a full and timely manner, the Servicer, in addition to any 

other rights it may have pursuant to this Agreement, at law or in equity, may terminate this 

Agreement by providing a Termination Notice to the Manager, with a copy to each Required 

Consenting Party. The Termination Notice shall set forth with specificity the nature ofthe 

default or failure to perform ofthe Manager and provide the Manager with no less than thirty 

(30) days to cure any such default or failure to perform. In the event that the default or failure to 

perform is not cured within thirty (30) days after the date ofdelivery ofthe Termination Notice, 

the Servicer shall provide a second Termination Notice to the Manager with a copy to each 

Required Consenting Party, which second Termination Notice shall be prominently labeled as 

the "Second Termination Notice". Such second Termination Notice shall confirm to the 

Manager that the Servicer shall continue to perform the Servicing Obligations under this 

Agreement until the earlier to occur of (i) ninety (90) days after the delivery ofthe Second 

Termination Notice to the Manager and each Required Consenting Party, and (ii) the transfer of 

the Servicing Obligations to a successor Servicer. The duty ofthe Servicer to continue to 

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perform the Servicing Obligations as provided in the Second Termination Notice is contingent 

upon the timely and full payment of the Servicing Fee to the Servicer during such period. The 

Servicer shall cooperate fully and completely with the transition ofthe Servicing Obligations to a 

successor Servicer in order to assure an orderly transfer. 

Section 7.3 Termination without Cause. 

(a) The Manager may, without cause, terminate this Agreement, upon 

providing a Termination Notice to the Servicer, but only as and in accordance with the 

provisions set forth on Schedule 6 as the same may be amended from time to time by the 

Manager (without the Initial Member's consent) and the Servicer. 

(b) The Servicer may, at any time after the first anniversary of the Effective 

Date, without cause, terminate this Agreement. No termination of this Agreement by the 

Servicer shall be effective unless the Servicer delivers to the Manager, with a copy to each 

Required Consenting Party, a Termination Notice, which for the purpose of this Section 7.3(b) 

shall be a notice ofthe Servicer's intent to terminate this Agreement. Such Termination Notice 

shall be provided at least sixty (60) days prior to any date specified by the Servicer as the date of 

termination ofthe Servicer's Obligations under this Agreement. Notwithstanding the foregoing, 

such Termination Notice shall not be effective unless the Termination Notice contains 

confirmation ofthe intent and obligation ofthe Servicer to continue to perform its Servicing 

Obligations until the earlier of (i) ninety (90) days after the Termination Notice is given and (ii) 

such other date on which the Servicing Obligations are transferred to a successor Servicer in an 

orderly manner. Servicer shall cooperate fully and completely with the transition ofthe 

Servicing Obligations to a successor Servicer, to be designated by the Manager, in order to 

assure an orderly transfer. The Servicer issuing the Termination Notice shall be liable for all 

costs associated with the transfer of Servicing Obligations to the successor Servicer, including 

but not limited to the costs oftransporting the servicing files and the provision of any notices to 

any Borrowers. 

Section 7.4 Effective Termination Date. Termination as specified in this ARTICLE 

VII shall be effective at such time as is specified in the Termination Notice. In the event ofsuch 

termination, all authority and power of the Servicer under this Agreement, whether with respect 

to the Assets or otherwise, shall pass to and be vested in the Manager or the successor servicer 

designated by the Manager in the case of termination by the Manager or as designated solely by 

the Initial Member (or any successor "Manager" under the LLC Operating Agreement) in the 

case oftermination by the Initial Member (or such successor "Manager" under the LLC 

Operating Agreement). The Servicer agrees to cooperate with the Manager, the Initial Member, 

any successor "Manager" under the Operating Agreement and any successor servicer with 

respect to the timely and orderly transition ofits obligations under this Agreement. The Servicer 

shall be liable for all obligations ofthe Servicer that have accrued under this Agreement or at 

Law prior to such termination. 

Section 7.5 Accounting. Upon termination ofthis Agreement as set forth herein, the 

Servicer shall account for and tum over to the Manager or its designee (or, if applicable, pursuant 

to such instructions as may be provided by the Initial Member or any successor "Manager" 

pursuant to the LLC Operating Agreement) funds collected under the terms ofthis Agreement. 

The Servicer shall provide written notice in conformance with all applicable Law to the 

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Servicing Agreement 
Borrowers to indicate that their Assets will henceforth be serviced by the Manager (or applicable 

successor "Manager" under the LLC Operating Agreement) or any applicable successor Servicer 

designated by the Manager (or any successor "Manager" under the LLC Operating Agreement) 

or the Initial Member as the case may be, and transfer its duties as the Servicer to the Manager 

(or successor "Manager" under the LLC Operating Agreement) or such successor Servicer. 

ARTICLE VIII 

INDEPENDENCE OF PARTIES; INDEMNIFICATION 

Section 8.1 Independence of Parties. The Servicer shall have the status of, and act as, 

an independent contractor. Nothing herein contained shall be construed to create a partnership or 

joint venture or any similar relationship between the Manager and the Servicer. 

Section 8.2 Indemnification. The Servicer agrees to indemnify, defend and hold 

harmless the Company, the Manager, the Purchase Money Note Guarantor and the Initial 

Member and each of their respective Affiliates, directors, officers, employees and agents and 

each of their respective successors and assigns (the "Indemnified Parties") from and against 

any and all claims, demands, suits, actions, proceedings, assessments, losses, costs, expenses 

(including attorneys' fees), damages and liabilities of any kind or nature whatsoever directly or 

indirectly resulting from or arising out of or related to (i) any inaccuracy in any of the Servicer's 

warranties or representations contained in this Agreement, (ii) any failure by the Servicer to 

observe or perform any or all of the Servicer's covenants, agreements or warranties contained in 

this Agreement, (iii) any act taken by the Servicer purportedly pursuant to a power of attorney 

granted by the Manager which act results in a claim related to the unlawful use of such power of 

attorney, or (iv) any failure by the Servicer or any Subservicer to discharge obligations on any 

Collateral relating to taxes, ground rents or other such recurring charges generally accepted by 

the mortgage servicing industry, which would become a Lien on the Collateral. The Servicer 

shall immediately notify the Indemnified Party if a claim is made in connection with the 

Servicer's responsibilities under this Agreement (including the Servicer's responsibilities in 

connection with the Assets and Collateral under this Agreement), assume (with prior consent of 

the Indemnified Party) the defense of any such claim and pay all expenses in connection 

therewith, including attorneys' fees, and promptly pay, discharge and satisfy any judgment or 

decree which may be entered against it or any Indemnified Party in respect of such claim. No 

expenses incurred by the Servicer or any Subservicer in connection with its obligations under 

this Section 8.2 shall constitute Servicing Expenses or otherwise be deducted from or reimbursed 

out ofAsset Proceeds. The Servicer shall follow any reasonable written instructions received 

from the Indemnified Party in connection with such claims, it being understood that the 

Indemnified Party shall have no duty to monitor or give instructions with respect to such claims. 

Section 8.3 Procedure for Indemnification. Promptly upon receipt of written notice of 

any claim in respect ofwhich indemnity may be sought pursuant to the terms ofthis Agreement, 

the Indemnified Party will use its best efforts to notify the Servicer in writing thereof in 

sufficient time for the Servicer to respond to such claim. Except to the extent that the Servicer is 

prejudiced thereby, the failure ofthe Indemnified Party to promptly notify the Servicer of any 

such claim shall not relieve the Servicer from any liability which it may have to the Indemnified 

Party in connection therewith. If any claim shall be asserted or commenced against the 

Indemnified Party, the Servicer will be entitled to participate therein, and to the extent it may 

wish to assume the defense, conduct or settlement thereof, it shall be entitled to do so with 

28 

RAOC/CAOC Venture 20 I 0-2 Structured Transaction 

Servicing Agreement 
counsel reasonably satisfactory to the Indemnified Party; provided, however, that in the event the 

Servicer fails, in the reasonable judgment ofthe Indemnified Party, to vigorously defend or 

pursue or attempt to settle such claim, the Manager shall have the right to assume the conduct, 

defense or settlement thereof, provided that the Manager shall obtain the prior written approval 

ofthe Indemnified Party before ceasing to defend against any claim or entering into any 

settlement, adjustment or compromise ofsuch claim involving injunctive or similar equitable 

relief being imposed upon any Indemnified Party or any ofits Affiliates. After notice from the 

Servicer to the Manager ofits election to assume the defense, conduct or settlement thereof, the 

Servicer will not be liable to the Manager for any legal or other expenses consequently incurred 

by the Manager in connection with the defense, conduct or settlement thereof. 

Section 8.4 Pre-Effective Date Liabilities. Notwithstanding anything to the contrary 

herein, but without limitation ofthe release set forth in Section 11.13, it is understood and agreed 

that the Servicer shall not be liable to the Manager for any liabilities or obligations attributable to 

an act, omission or circumstances ofthe Initial Member, the FDIC, the Failed Banks and the 

Company that occurred or existed prior to the Effective Date or, with respect to any particular 

Asset, the Servicing Transfer Date applicable thereto (the "Pre-Existing Liabilities"). In the 

event there is asserted against the Company, the Manager, the Servicer or any Subservicer any 

claim or action with respect to any such Pre-Existing Liabilities, the Servicer or Subservicer, as 

applicable, shall notify the Manager and the Initial Member ofsuch claim or action in 

accordance with ARTICLE IX. Except as provided otherwise in Section 8.2 and 8.3 above (in 

the event that such claim or action is subject to the indemnification obligations of Servicer 

pursuant to Section 8.1 above), the Manager shall have the right to control and assume the 

defense ofthe Company, the Manager, the Servicer and the Subservicer with respect to such 

claim or action at the Manager's expense. The Servicer shall be reimbursed by the Manager in 

connection with the foregoing only to the extent of and in accordance with the terms set forth on 

Schedule 4, as the same may be amended from time to time by the Manager (without the consent 

ofthe Initial Member) and the Servicer. 

ARTICLE IX 


NOTICES 


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

given or delivered under or by reason ofthe provisions ofthis Agreement shall be in writing and 

shall be given by certified or registered mail, postage prepaid, by delivery by hand or by 

nationally recognized courier service, or by electronic mail (followed up by a hard copy 

delivered through an alternate manner permitted under this ARTICLE IX), in each case mailed 

or delivered to the applicable address or electronic mail address specified in, or in the manner 

provided, in this ARTICLE IX below. All such notices, requests, demands 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 ofthe 

relevant party hereto; (B) ifdelivered by mail, four ( 4) Business Days after deposit in the mails, 

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

provisions of this paragraph), when delivered and capable ofbeing accessed from the recipient's 

office computer, provided that any notice, request, demand or other communication that is 

received other than during regular business hours ofthe recipient shall be deemed to have been 

29 

RADC/CADC Venture 20 I 0-2 Structured Transaction 

Servicing Agreement 
given at the opening ofbusiness on the next business day of the recipient. In no event shall a 

voice mail message be effective as a notice, communication or confirmation hereunder. From 

time to time, any party may designate a new address for purposes of notice to it hereunder by 

notice to such effect to the other parties hereto in the manner set forth in this ARTICLE IX. 

If to the Manager: 	 ColFin 2011 ADC Funding, LLC 

2450 Broadway, 6th Floor 

Santa Monica, CA 90404 

Attention: Paul A. Fuhrman 

Email: 

with a copy to: 	 Colony Capital, LLC 

660 Madison A venue 

New York, NY 10065 

Attention: Ronald M. Sanders 

Email: 

If to the Initial Member, the Assistant Director, Structured Transactions 

Collateral Agent or the Purchase c/o Federal Deposit Insurance Corporation 

Money Note Guarantor: 550 17th Street, NW (Room F-7014) 

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

Email: RMalami@fdic.gov 

with a copy to: Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership 

Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, Virginia 22226 

Attention: David Gearin 

Email: DGearin@fdic.gov 

ARTICLE X 

GOVERNING LAW; JURISDICTION 

Section 10.1 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 

30 

RAOC/CAOC Venture 20 I 0-2 Structured Transaction 

Servicing Agreement 
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 hereto. 

Section 10.2 Jurisdiction; Venue and Service. Each of the parties hereto, for itself and 

each ofits Affiliates, hereby irrevocably and unconditionally: 

(a) (i) agrees that any suit, action or proceeding instituted against it by any 

other party with respect to this Agreement may be instituted, and that any suit, action or 

proceeding instituted by it against any other party with respect to this Agreement shall be 

instituted, only in the Supreme Court ofthe State ofNew York, County ofNew York, or the U.S. 

District Court for the Southern District ofNew York, as the party instituting such suit, action or 

proceeding may choose (and appellate courts from any ofthe foregoing), 

(ii) consents and submits, for itself and its property, to the jurisdiction of such 

courts for the purpose of any such suit, action or proceeding instituted against it by any other 

party, and 

(iii) agrees that a final judgment in any such suit, action or proceeding shall be 

conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other 

manner provided by Law; 

(b) agrees that service of all writs, process and summonses in any suit, action 

or proceeding pursuant to Section 1 0.2(a) 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 ARTICLE 

IX (with copies to such other Persons as specified therein); provided, however, that nothing 

contained in this Section 1 0.2(b) shall affect the ability of any party to be served process in any 

other manner permitted by Law; 

(c) (i) waives any objection that it may now or hereafter have to the laying of 

venue of any suit, action or proceeding arising out of or relating to this Agreement brought in 

any court specified in Section 1 0.2(a), (ii) waives any claim that any such suit, action or 

proceeding brought in any such court has been brought in an inconvenient forum and (iii) agrees 

not to plead or claim either of the foregoing; and 

(d) agrees that nothing contained in this Section 1 0.2 shall be binding upon or 

construed to constitute consent to jurisdiction by any Failed Bank or the FDIC, in any capacity, 

or constitute a limitation on any removal rights the FDIC, in any capacity, may have. 

Notwithstanding the above, if at any time the Initial Member shall replace the Manager 

hereunder pursuant to the terms of the LLC Operating Agreement, the terms ofthis Section 10.2 

shall be restated as follows: 

"The Servicer, on behalf ofitself and its Affiliates, hereby irrevocably and 

unconditionally: 

(a) (i) consents to the jurisdiction of the United States District Court for 

the Southern District ofNew York and to the jurisdiction of the United States District Court for 

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RADC/CADC Venture 20 I 0-2 Structured Transaction 

Servicing Agreement 
the District ofColumbia for any suit, action or proceeding against it or any ofits Affiliates 

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

Agreement, 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, in any capacity, files 

the action, suit or proceeding without the consent of the FDIC; 

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

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

District of Columbia; or 

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

District ofNew York or the United States District Court for the District of Columbia is an 

inconvenient forum; 

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

New York, County of New York, for any suit, action or proceeding against it or any ofits 

Affiliates commenced by the FDIC, in any capacity, arising out of, relating to, or in connection 

with this 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; 

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

State of New York, County of New York; or 

(C) assert that the Supreme Court ofthe State ofNew York, 

County of New York is an inconvenient forum; 

(iii) agrees to bring any suit, action or proceeding against the FDIC, in 

any capacity, arising out of, relating to, or in connection with this Agreement, the LLC Operating 

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 

court or dispute-resolution forum without the consent of the FDIC, and agrees to consent 

thereafter to transfer ofthe 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; 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 Section I 0.2(a)(iii), to bring that 

suit, action or proceeding in only the Supreme Court of the State of New York, County 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 FDIC. 

32 

RADC/CADC Venture 2010-2 Structured Transaction 

Servicing Agreement 
(b) The Servicer, 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 1 0.2(a) may be enforced in any court of competent jurisdiction. 

(c) Subject to the provisions of Section 1 0.2(d), the Servicer, on behalf of 

itself and its Affiliates, and the FDIC hereby irrevocably and unconditionally agrees that service 

of all writs, process and summonses in any suit, action or proceeding pursuant to Section 1 0.2(a) 

or Section 1 0.2(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 ARTICLE IX (with copies to 

such other Persons as specified therein); provided, however, that nothing contained in this 

Section 1 0.2(c) shall affect the right of any party to serve process in any other manner permitted 

by law. 

(d) Nothing in this Section 10.2 shall constitute consent to jurisdiction in any 

court by the FDIC, other than as expressly provided in Section 1 0.2(a)(iii) and Section 

10.2(a)(iv), or in any way limit the FDIC's right to remove, transfer, seek to dismiss, or 

otherwise respond to any suit, action, or proceeding against it in any forum. 

Section 10.3 Waiver ofJury Trial. EACH OF THE PAR TIES HERETO, FOR ITSELF 

AND EACH OF ITS AFFILIATES, 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. 

ARTICLE XI 


MISCELLANEOUS 


Section 11.1 No Assignment by Servicer; No Transfer ofOwnership Interests in 

Servicing Rights. 

(a) The Servicer hereby acknowledges that this Agreement constitutes a 

personal services agreement between the Manager and the Servicer. Any ofthe following shall 

constitute an assignment for all purposes of this Agreement: (a) any merger, consolidation or 

dissolution involving the Servicer or (b) any transfer or all or substantially all ofthe assets ofthe 

Servicer, notwithstanding whether any ofthe foregoing transactions occur at one time or in the 

aggregate over a period oftime. The Servicer shall not assign any rights or obligations 

hereunder to any other Person other than as is expressly provided in this Agreement. In 

connection with the Sale of an Asset, the Servicer shall, at the direction of the Manager, transfer, 

sell or assign its rights hereunder to service such Asset. Any purported sale, sub-participation or 

assignment or delegation in violation of this Section 11.1 (a) shall be void ab initio and ofno 

force or effect whatsoever. 

(b) Under no circumstances shall the Servicer (i) transfer to any Subservicer 

or any other Person any ownership interest in the servicing of the Assets or any right to transfer 

or sell the servicing to the Assets (other than in connection with the sale of any Asset), or (ii) 

assign, pledge or otherwise transfer or purport to assign, pledge or otherwise transfer any interest 

to any Subservicer or other Person in the servicing ofthe Assets (other than in connection with 

33 

RADC/CADC Venture 20 I 0-2 Structured Transaction 

Servicing Agreement 
the sale of any Asset). Any purported assignment, pledge, delegation or other transfer in 

violation ofthis Section 11.1 (b) shall be void ab initio and ofno force or effect whatsoever. 

Section 11.2 Legal Fees. No party to this Agreement shall be responsible for the 

payment ofthe legal fees or expenses incurred by the other party hereto in connection with the 

negotiation and execution ofthis Agreement or any subsequent modifications or supplements 

hereto. 

Section 11.3 Entire Agreement. This Agreement contains the entire agreement between 

the Manager and the Servicer and supersedes any and all other prior agreements, whether oral or 

written, with respect to the subject matter hereof 

Section 11.4 Counterparts; Facsimile Signatures. This Agreement may be executed in 

two (2) or more counterparts, each ofwhich 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 ifit 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 11.5 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 ofthis 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 11.6 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 11.7 Severability. Any provision ofthis 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 ofsuch 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 (ii), such ineffectiveness shall not invalidate any of the remaining provisions of this 

Agreement. Without limitation ofthe 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 ofthis Agreement is prohibited or unenforceable in any jurisdiction (because of the 

duration or scope (geographic or otherwise) ofsuch provision, or for any other reason) such 

34 

RADC/CAOC Venture2010-2 Structured Transaction 

Servicing Agreement 
court shall have the power to, and shall, (x) modify such provision (including without limitation, 

to the extent applicable, by limiting the duration or scope ofsuch 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 

11.7 is intended to, or shall, limit (1) the ability of any party to this Agreement to appeal any 

court ruling or the effect of any favorable ruling on appeal or (2) the intended effect of Section 

10.1. 

Section 11.8 Third Party Beneficiaries. The Initial Member shall be and is hereby 

designated as a third party beneficiary under this Agreement, and, as such, the Initial Member is 

entitled to enforce this Agreement as ifthe Initial Member were a party hereto. The Company, 

the Purchase Money Note Guarantor and the FDIC shall be and are hereby designated as third 

party beneficiaries under this Agreement with respect to those provisions ofthis Agreement 

which expressly grant rights to such Persons, and, as such, each is entitled to enforce such 

provisions of this Agreement as if such Person were a party hereto; provided, that, with respect 

to each Person (other than the Initial Member) that is a Required Consenting Party, at such time 

when such Person ceases to be a Required Consenting Party (and subject to any rights of such 

Required Consenting Party that, by their terms or nature, survive such date), such Person shall 

cease to have any ofthe specified rights set forth herein with respect to consents/approvals, the 

exercise ofremedies following a Default or an event described in clauses (ii), (iii) or (iv) of 

Section 7.1 (a) hereof and receipt ofreports and other information with respect to the continued 

operation of the Business, in each case, (i) to the extent relating exclusively to the period 

following such date on which such Person so ceases to be a Required Consenting Party, and (ii) 

with respect to the Purchase Money Note Guarantor, except as to any rights or remedies relating 

to (or the exercise or non-exercise of which rights or remedies would affect) the Defeasance 

Account or the repayment of any Guaranteed Purchase Money Note (in the case of the Purchase 

Money Note Guarantor) in accordance with the terms hereof and ofthe other Transaction 

Documents, as determined by the Purchase Money Note Guarantor, in its sole discretion. 

Notwithstanding the foregoing, none ofthe Purchase Money Note Guarantor, the FDIC, the 

Company and the Initial Member shall have any obligation to undertake any ofthe duties ofthe 

Manager hereunder and or have any liability whatsoever to the Servicer, any Subservicer or any 

other party related to this Agreement. There shall be no other third party beneficiaries. 

Section 11.9 Protection of Confidential Information. The Servicer shall keep 

confidential (and shall cause any Subservicer to keep confidential) and shall not divulge (and 

shall cause any Subservicer to not divulge) to any party, without the Manager's prior written 

consent, any information pertaining to the LLC Operating Agreement, the Assets or any Borrower 

or Obligor or the Collateral, except as required pursuant to this Agreement and except to the 

extent that it is necessary and appropriate for the Servicer or a Subservicer, as applicable, to do so 

in working with legal counsel, auditors, taxing authorities, regulatory authorities or any other 

Governmental Authority or in accordance with the Servicing Standard; provided, that, to the 

extent that disclosure should be required by law, rule, regulation (including any securities listing 

requirements or the requirements of any self-regulatory organization), subpoena, or in connection 

with any legal or regulatory proceeding (including in connection with or pursuant to any action, 

suit, subpoena, arbitration or other dispute resolution process or other legal proceedings, whether 

35 

RADC!CADC Venture 2010-2 Structured Transaction 

SeiVicing Agreement 
civil or criminal, and including before any court or administrative or legislative body), the 

Servicer shall, and shall cause all Subservicers to, use all reasonable efforts to maintain 

confidentiality and shall (unless otherwise prohibited by law), and shall cause all Subservicers to 

(unless such Subservicers are otherwise prohibited by law), notify the Manager, the Initial 

Member,and the Purchase Money Note Guarantor within one (1) Business Day after its 

knowledge of such legally required disclosure so that the Manager, the Initial Member and/or the 

Purchase Money Note Guarantor]may seek an appropriate protective order and/or direct the 

Manager to waive the Servicer's or Subservicer's, as the case may be, compliance with this 

Agreement. Notice shall be by telephone, by email artd in writing. In the absence of a protective 

order or waiver, the Servicer and any applicable Subservicer may make such required disclosure 

if, in the written opinion ofServicer's outside counsel (which opinion shall be provided to the 

Manager, the Initial Member and the Purchase Money Note Guarantor prior to disclosure 

pursuant to this Section 11.9), failure to make such disclosure would subject the Servicer or the 

Subservicer, as the case may be, to liability for contempt, censure or other legal penalty or 

liability. 

Section 11.1 0 Time of Essence. Time is hereby declared to be ofthe essence ofthis 

Agreement and of every part hereof. 

Section 11.11 No Presumption. This Agreement shall be construed fairly as to each 

party hereto and if at any time any such term or condition is desired or required to be interpreted 

or construed, no consideration shall be given to the issue ofwho actually prepared, drafted or 

requested any term or condition ofthis Agreement or any agreement or instrument subject 

hereto. 

Section 11.12 No Right ofSetoff. The Servicerherebywaives any and all rights it may 

otherwise have (whether by contract or operation of Law or otherwise) to any setoff, offset, 

counterclaim or deduction (or to assert any claim for any setoff, offset counterclaim or 

deduction) against the Asset Proceeds (or the Company). 

Section 11.13 Release of Initial Member and Others. The Servicer hereby releases and 

discharges each Prior Servicer from any and all claims (including any counterclaim or defensive 

claim), demands, causes of action, judgments or legal proceedings and remedies of whatever 

kind or nature that the Servicer had, has or might have in the future, whether known or unknown, 

which are related in any manner whatsoever to the servicing ofthe Assets or Collateral prior to 

the applicable Servicing Transfer Date by the Prior Servicers, in each case other than for acts or 

omissions constituting gross negligence, violation of law or willful misconduct of such Prior 

Servicer. 

Section 11.14 Delegation by Manager. The Manager hereby delegates to the Servicer 

the Manager's responsibilities under the LLC Operating Agreement and other Transaction 

Documents which correspond to the duties and obligations ofthe Servicer under this Agreement., 

As the Manager has delegated to the Servicer its corresponding duties and responsibilities, to the 

extent any action or inaction by the Servicer under this Agreement requires the consent or 

direction ofthe Manager, such action or inaction by the Servicer shall be deemed to have 

occurred with the approval or at the direction ofthe Manager. 

[Remainder ofPage Intentionally Left Blank] 

36 

RADC/CADC Venture 20 I 0.2 Structured Transaction 

Servicing Agreement 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 

as of the day and year first above written. 

MANAGER: 

COLFIN 2011 ADC FUNDING, LLC, a 

SERVICER: 


COLONY AMC 2011 ADC, LLC, a Delaware 


[SIGNATURE PAGE TO SERVICING AGREEMENT] 

RADC/CADC Combined Venture 2010-2 Structured Transaction 

Servicing Agreement 
EXHIBIT A 


ASSET SCHEDULE 


[Attached] 

A-1 


RADC/CADC Combined Venture 20 I 0-2 Structured Transaction 


Servicing Agreement 

EXHIBIT B 


FORM OF ELECTRONIC TRACKING AGREEMENT 


B-1 

RADC/CADC Venture 2010-2 Structured Transaction 

Servicing Agreement 
RADC/CADC VENTURE 2010-2 Structured Transaction 

ELECTRONIC TRACKING AGREEMENT 


by and among 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


COLFIN 2011 ADC FUNDING, LLC, 


SITUSSERV L.P., 


MERSCORP, INC., 


and 


MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC. 


Dated as ofJanuary 26, 2011 

13307929.2 

RADC/CADC 2010-2 Structured Transaction 

Electronic Tracking Agreement 
ELECTRONIC TRACKING AGREEMENT 

THIS ELECTRONIC TRACKING AGREEMENT (this "Agreement") is made and 

entered into as ofJanuary 26, 2011, by and among (a) ColFin 2011 ADC Funding, LLC, a 

Delaware limited liability company (the "Manager"); (b) SitusServ L.P., a Texas limited 

partnership (for purposes ofthis Agreement, the "Servicer"); (c) MERSCORP, Inc. (the 

"Electronic Agent"); (d) Mortgage Electronic Registration Systems, Inc. ("MERS"); (e) the 

Federal Deposit Insurance Corporation (in any capacity, the "FDIC"), as receiver ("Receiver") 

for various failed financial institutions (including its successors and assigns thereto), as initial 

member pursuant to the LLC Operating Agreement referred to below (the "Initial Member"); 

and (f) the FDIC, as Receiver, as collateral agent pursuant to the Reimbursement, Security and 

Guaranty referred to below (including its successors and assigns thereto) (the "Collateral 

Agent"). 

WHEREAS, the Manager and Colony AMC 2011 ADC LLC, a Delaware limited liability 

company (the "Master Servicer") have entered into that certain Servicing Agreement, dated as of 

January 26, 2011 (the "Servicing Agreement"), pursuant to which, among other things, the 

Master Servicer is responsible for servicing the Mortgage Loans and the Master Servicer has 

delegated certain responsibilities under the Servicing Agreement to the Servicer; and 

WHEREAS, pursuant to the Amended and Restated Limited Liability Company 

Operating Agreement ofRADC/CADC Venture 2010-2, LLC (the "Company"), dated as of 

January 26, 2011 (the "LLC Operating Agreement"), the Initial Member has the right to 

replace the Manager and to control the actions of the Company with respect to the Mortgage 

Loans (as defined below); and 

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

ofJanuary 26, 2011 (the "Reimbursement, Security and Guaranty Agreement"), by and 

among the Company, the Collateral Agent, the Initial Member, the FDIC acting in its corporate 

capacity and the guarantors party thereto, the Company has pledged the Mortgage Loans to the 

Secured Parties defined therein and such Secured Parties will have a first priority security 

interest in the Mortgage Loans; and 

WHEREAS, the Manager and each Rights Holder (as defined below) desire to continue 

to have the Mortgage Loans registered on the MERS® System (defined below) such that the 

mortgagee of record under each Mortgage (defined below) shall be identified as MERS. 

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows: 

1. Definitions. For purposes of this Agreement, certain terms used in this Agreement shall 

have the meaning and definitions set forth in that certain Agreement ofCommon Definitions 

dated of even date herewith among the Initial Member, the Company and others. In addition, for 

purposes of this Agreement, the following terms shall have the meanings and definitions 

hereinafter respectively set forth. 

"Affected Loans" shall have the meaning assigned to such term in Section 4(b). 

"Agreement" shall have the meaning assigned to such term in the preamble. 

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"Assignment of Mortgage" shall mean, with respect to any Mortgage, an assignment of 

the Mortgage, notice oftransfer or equivalent instrument in recordable form, sufficient under the 

laws ofthe jurisdiction wherein the related mortgaged property is located to effect the 

assignment of the Mortgage upon recordation. 

"Collateral Agent" shall have the meaning given in the preamble. 

"Collateral Agent Notice" shall have the meaning given in Section 4(i). 

"Company" shall have the meaning given in the recitals. 

"Electronic Agent" shall have the meaning given in the preamble. 

"Event of Default" shall mean any Default as defined in the Servicing Agreement or an 

"Event ofDefault" as defined in the LLC Operating Agreement or an "Event ofDefault" as 

defined in the Reimbursement, Security and Guaranty Agreement. 

"FDIC" shall have the meaning given in the preamble. 

"Initial Member" shall have the meaning given in the preamble. 

"LLC Operating Agreement" shall have the meaning given in the recitals. 

"Manager" shall have the meaning given in the preamble. 

"Master Servicer" shall have the meaning given in the preamble. 

"MERS" shall have the meaning given in the preamble. 

"MERS Designated Mortgage Loan" shall have the meaning given in Section 3. 

"MERS Procedures Manual" shall mean the MERS Procedures Manual attached as 

Exhibit B hereto, as it may be amended from time to time. 

"MERS® System" shall mean the Electronic Agent's mortgage electronic registry 

system, as more particularly described in the MERS Procedures Manual. 

"Mortgage" shall mean a lien, mortgage or deed of trust securing a Mortgage Note. 

"Mortgage Loan" shall mean each mortgage loan held by the Company that is, as ofthe 

date hereof, registered on the MERS® System. 

"Mortgage Note" shall mean a promissory note or other evidence ofindebtedness ofthe 

obligor thereunder, representing a Mortgage Loan, and secured by the related Mortgage. 

"Notice of Default" shall mean a notice from any Rights Holder that an Event ofDefault 

has occurred and is continuing, substantially in the form ofExhibit C hereto. 

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"Opinion of Counsel" shall mean a written opinion of counsel in form and substance 

reasonably acceptable to each Rights Holder. 

"Person" shall mean any individual, corporation, company, voluntary association, 

partnership, joint venture, limited liability company, trust, unincorporated association or 

government (or any agency, instrumentality or political subdivision thereof). 

"Receiver" shall have the meaning given in the preamble. 

"Reimbursement, Security and Guaranty Agreement" shall have the meaning given in 

the recitals. 

"Rights Holder" shall mean the Initial Member and the Collateral Agent; provided, that 

(a) rights ofthe Initial Member as Rights Holder shall be junior and subordinate to the rights of 

the Collateral Agent in such capacity to the extent set forth in Section 4(i) below; and (b) upon 

delivery by Collateral Agent of the Collateral Agent Notice pursuant to Section 4(i) below, the 

Collateral Agent shall cease, on a going forward basis (and without termination of any indemnity 

rights or rights with respect to any period prior to delivery of such Collateral Agent Notice), to 

be a Rights Holder hereunder. 

"Servicing Agreement" shall have the meaning given in the recitals. 

"Secured Parties" shall mean collectively, the Collateral Agent, each co-agent or subagent appointed by the Collateral Agent from time to time pursuant to the Reimbursement, 

Security and Guaranty Agreement and the FDIC acting in its corporate capacity as Purchase 

Money Note Guarantor under the Reimbursement, Security and Guaranty Agreement. 

"Senior Rights Holder" shall mean (a) the Collateral Agent, for so long as it is a Rights 

Holder, and (b) thereafter, the Initial Member. 

"Servicer" shall have the meaning given in the preamble. 

"Subservicer" shall mean any subservicers engaged by the Master Servicer as permitted 

under the LLC Operating Agreement. 

2. Appointment of the Electronic Agent. 

(a) Each Rights Holder and the Manager, by execution and delivery ofthis 

Agreement, each does hereby appoint MERSCORP, Inc. as the Electronic Agent, subject to the 

terms ofthis Agreement, to perform the obligations set forth herein. 

(b) MERSCORP, Inc., by execution and delivery of this Agreement, does hereby 

(i) agree with each Rights Holder and the Manager, subject to the terms of this Agreement, to 

perform the services set forth herein, and (ii) accepts its appointment as the Electronic Agent. 

RADC/CADC 20 I 0-2 Structured Transaction 

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3. 	 Designation ofMERS as Mortgagee of Record; Designation of Investor and Servicer of 

Record in MERS. 

The Manager represents, warrants and covenants that (a) it has designated or shall 

designate MERS as, and has taken or will take such action as is necessary to cause MERS to be, 

the mortgagee ofrecord, as nominee for the Company, with respect to the Mortgage Loans in 

accordance with the MERS Procedures Manual and (b) it has designated or will promptly 

designate 1 000002 ( Org I d.) as the "investor" and the Servicer as the "servicer" in the MERS® 

System for each such Mortgage Loan (each Mortgage Loan so designated is a "MERS 

Designated Mortgage Loan") and the Collateral Agent or the Initial Member as the "interim 

funder" on the MERS® System with respect to each MERS Designated Mortgage Loan, and, if 

applicable pursuant to the LLC Operating Agreement, will designate any Subservicer retained 

under the Servicing Agreement as the "subservicer"; provided, that upon the Company becoming 

a member of MERS in good standing, the Manager shall cause the Company to be identified in 

the "investor" field on the MERS® System; provided further, the Manager may, pursuant to the 

terms of the LLC Operating Agreement designate itself as the "servicer" with respect to any such 

MERS Designated Mortgage Loan, in which case the Servicer shall be designated as the 

"subservicer" with respect thereto; provided, further, however, no other Person shall be 

identified on the MERS® System as having any interest in such MERS Designated Mortgage 

Loan unless otherwise consented to by the Collateral Agent or required pursuant to this 

Agreement, and (c) upon receipt of the Collateral Agent Notice will promptly designate the 

Initial Member as the "interim funder" on the MERS® System with respect to each MERS 

Designated Mortgage Loan. 

4. 	 Obligations of the Electronic Agent; Rights ofCollateral Agent Superior to Initial 

Member. 

(a) The Electronic Agent shall ensure that MERS, as the mortgagee ofrecord under 

each MERS Designated Mortgage Loan, shall promptly forward all properly identified notices 

MERS receives in such capacity to the person or persons identified in the MERS® System as the 

servicer as well as, if a subservicer is identified in the MERS® System, the subservicer for such 

MERS Designated Mortgage Loan. 

(b) Upon receipt of a Notice of Default, in the form of Exhibit C, from a Rights 

Holder in which such Rights Holder shall identify the MERS Designated Mortgage Loans with 

respect to which the Manager's right to act as servicer or undisclosed investor's or the 

Company's right to act as investor, or the Servicer's right to act as servicer, or subservicer, as 

applicable thereof has been terminated by such Rights Holder (the "Affected Loans"), the 

Electronic Agent shall modify the applicable investor fields, servicer fields and/or subservicer 

fields to reflect the investor, servicer and/or subservicer on the MERS® System as such Rights 

Holder or such Rights Holder's designate with respect to such Affected Loans. Following such 

Notice of Default, the Electronic Agent shall follow ,the instructions of each Rights Holder with 

respect to the Affected Loans, without further consent ofthe Manager or the Servicer (and, in the 

case ofinstructions by the Collateral Agent, without further consent of the Initial Member), and 

shall deliver to each Rights Holder any documents and/or information (to the extent such 

documents or information are in the possession or control of the Electronic Agent) with respect 

to the Affected Loans requested by such Rights Holder. 

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(c) Upon the Senior Rights Holder's request and instructions, and at the Manager's 

sole cost and expense, the Electronic Agent shall deliver to such Rights Holder or its designee an 

Assignment of Mortgage from MERS, in blank, in recordable form but unrecorded with respect 

to each Affected Loan; provided, however, that the Electronic Agent shall not be required to 

comply with the foregoing unless the costs of doing so shall be paid by the Servicer, the Manager 

or a third party. 

(d) The Electronic Agent shall promptly notify each Rights Holder and the Manager 

ifit has actual knowledge that any mortgage, pledge, lien, security interest or other charge or 

encumbrance exists with respect to any ofthe Mortgage Loans. Upon the reasonable request of a 

Rights Holder or the Manager, the Electronic Agent shall review the "investor" and "interim 

funder" fields and shall notify such Rights Holder if any Person other than the Company is 

identified in the "investor" field or if any Person is identified in the "interim funder" field. 

(e) In the event that (i) any Rights Holder, the Company, the Manager, the Servicer, 

the Electronic Agent or MERS shall be served by a third party with any type of levy, attachment, 

writ or court order with respect to any MERS Designated Mortgage Loan or (ii) a third party 

shall institute any court proceeding by which any MERS Designated Mortgage Loan shall be 

required to be delivered otherwise than in accordance with the provisions ofthis Agreement, the 

Electronic Agent shall promptly deliver or cause to be delivered to the other parties to this 

Agreement copies of all court papers, orders, documents and other materials concerning such 

proceedings. 

(f) Upon the request of any Rights Holder, the Electronic Agent shall run a query 

with respect to any and all specified fields with respect to any or all ofthe MERS Designated 

Mortgage Loans and, ifrequested by the Senior Rights Holder, shall change the information in 

the "interim funder" field in accordance with the Senior Rights Holder's instructions. 

(g) MERS, as mortgagee ofrecord for the MERS Designated Mortgage Loans, shall 

take all such actions as may be required by a mortgagee in connection with servicing the MERS 

Designated Mortgage Loans at the request ofthe applicable servicer identified on the MERS® 

System, including, but not limited to, executing and/or recording, any modification, waiver, 

subordination agreement, instrument ofsatisfaction or cancellation, partial or full release, 

discharge or any other comparable instruments, at the sole cost and expense ofthe Manager. 

(h) MERS shall cause certain officers or other representatives of each Rights Holder 

to be appointed as agents of MERS with respect to the MERS Designated Mortgage Loans, with 

the power to wield all ofthe powers specified in the form of power of attorney used to appoint 

such agent, substantially in the form attached hereto as Exhibit D. 

(i) Until such time as MERS and the Electronic Agent receive notice from the 

Collateral Agent that all obligations under ~he Reimbursement, Security and Guaranty 

Agreement have been paid and performed in full (the "Collateral Agent Notice"), (i) all rights 

ofthe Collateral Agent as a Rights Holder hereunder shall be senior and superior to all rights of 

the Initial Member, as a Rights Holder hereunder, including without limitation the right to assign 

Mortgage Loans, change the "interim funder" field, instruct MERS, deliver a Notice ofDefault, 

permit MERS or the Electronic Agent to assign this Agreement or resign hereunder, remove 

RAOC/CAOC 20 I 0-2 Structured Transaction 

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MERS or the Electronic Agent under this Agreement, or terminate this Agreement, and (ii) in the 

event of any conflicting instructions from the Collateral Agent and the Initial Member, the 

instructions from the Collateral Agent shall govern and control. 

5. Access to Information. 

Upon any Rights Holder's request, the Electronic Agent shall furnish to such Rights 

Holder or its respective auditors information in its possession with respect to the MERS 

Designated Mortgage Loans and shall permit them to inspect the Electronic Agent's and MERS' 

records relating to the MERS Designated Mortgage Loans at all reasonable times during regular 

business hours. 

6. Representations of the Electronic Agent and MERS. 

The Electronic Agent and MERS hereby represent and warrant as of the date hereof that: 

(a) each of the Electronic Agent and MERS has the corporate 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 action to authorize its execution, delivery and performance 

of this Agreement; 

(b) no consent or authorization of, filing with, or other act by or in respect of, any 

arbitrator or governmental authority and no consent of any other Person is required in connection 

with the execution, delivery, performance, validity or enforceability of this Agreement; 

(c) this Agreement has been duly executed and delivered on behalf ofthe Electronic 

Agent and MERS and constitutes a legal, valid and binding obligation ofthe Electronic Agent 

and MERS 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 

proceedings in equity or at law); and 

(d) the Electronic Agent and MERS will maintain at all times insurance policies for 

fidelity and errors and omissions in amounts of at least three million dollars ($3,000,000) and 

five million dollars ($5,000,000) respectively, and a certificate and policy ofthe insurer shall be 

furnished to each Rights Holder upon request and shall contain a statement ofthe insurer that 

such insurance will not be terminated prior to thirty (30) days' written notice to each Rights 

Holder. 

7. Covenants ofMERS. 

(a) MERS shall (i) not incur any indebtedness other than in the ordinary course ofits 

business, (ii) not engage in any dissolution, liquidation, consolidation, merger or sale of assets, 

(iii) not engage in any business activity in which it is not currently engaged, (iv) not take any 

action that might cause MERS to become insolvent, (v) not form, or cause to be formed, any 

subsidiaries, (vi) maintain books and records separate from any other Person, (vii) maintain its 

bank accounts separate from any other Person, (viii) not commingle its assets with those of any 

other Person and hold all ofits assets in its own name, (ix) conduct its own business in its own 

RADC/CADC 20 I 0-2 Structured Transaction 

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6 

name, (x) pay its own liabilities and expenses only out of its own funds, (xi) observe all 

corporate formalities, (xii) enter into transactions with affiliates only if each such transaction is 

intrinsically fair, commercially reasonable, and on the same terms as would be available in an 

arm's length transaction with a Person that is not an affiliate, (xiii) pay the salaries ofits own 

employees from its own funds, (xiv) maintain a sufficient number of employees in light of its 

contemplated business operations, (xv) not guarantee or become obligated for the debts of any 

other Person, (xvi) not hold out its credit as being available to satisfy the obligation of any other 

Person, (xvii) not acquire the obligations or securities ofits affiliates or owners, including 

partners, members or shareholders, as appropriate, (xviii) not make loans to any other Person or 

buy or hold evidence of indebtedness issued by any other Person (except for cash and 

investment-grade securities), (xix) allocate fairly and reasonably any overhead expenses that are 

shared with an affiliate, including paying for office space and services performed by any 

employee of any affiliate, (xx) use separate stationery, invoices, and checks bearing its own 

name, (xxi) not pledge its assets for the benefit of any other Person, (xxii) hold itself out as a 

separate identity, (xxiii) correct any known misunderstanding regarding its separate identity and 

not identify itself as a division of any other Person, and (xxiv) maintain adequate capital in light 

of its contemplated business operations. 

(b) MERS agrees that in no event shall MERS' status as mortgagee ofrecord with 

respect to any MERS Designated Mortgage Loan confer upon MERS any rights or obligations as 

an owner of any MERS Designated Mortgage Loan or the servicing rights related thereto, and 

MERS will not exercise such rights unless directed to do so by Senior Rights Holder. 

8. Covenants of the Manager and the Servicer. 

(a) The Servicer represents that it is and covenants that is will remain a member of 

MERS in good standing. The Manager covenants that ifit causes the Company to be designated 

as the "investor" with respect to any MERS Designated Mortgage Loan as provided in Section 3, 

it shall cause the Company to become a member of MERS in good standing and remain a 

member ofMERS in good standing so long it is designated as the "investor" with respect to such 

MERS Designated Mortgage Loans. 

(b) Each of the Manager and the Servicer hereby covenants and agrees with each 

Rights Holder and each other that, with respect to each MERS Designated Mortgage Loan, it will 

not identify any party except the Company or the Servicer in the "investor" field and will not 

identify any party except the Collateral Agent or Initial Member, as applicable, in accordance 

with Section 3, in the "interim funder" field on the MERS® System; provided, that upon the 

Company becoming a member of MERS in good standing, the Manager shall cause the 

Company to be identified in the "investor" field on the MERS® System. 

(c) The Manager or the Servicer will provide each Rights Holder with MERS 

Identification Numbers for each MERS Designated Mortgage Loan. 

9. No Adverse Interest ofthe Electronic Agent or MERS. 

By execution ofthis Agreement, the Electronic Agent and MERS each represents and 

warrants that it currently holds, and during the existence of this Agreement shall hold, no adverse 

RAOC/CAOC 2010-2 Structured Transaction 

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7 

interest, by way of security or otherwise, in any MERS Designated Mortgage Loan. The MERS 

Designated Mortgage Loans shall not be subject to any security interest, lien or right to set-offby 

the Electronic Agent, MERS, or any third party claiming through the Electronic Agent or MERS, 

and neither the Electronic Agent nor MERS shall pledge, encumber, hypothecate, transfer, 

dispose of, or otherwise grant any third party interest in, the MERS Designated Mortgage Loans. 

10. Indemnification ofthe Rights Holder. 

The Electronic Agent agrees to indemnify and hold each Rights Holder and its designees 

harmless against any and all liabilities, obligations, losses, damages, penalties, actions, 

judgments, suits, costs, expenses or disbursements, including reasonable attorneys' fees, that 

such Rights Holder may sustain arising out of any breach by the Electronic Agent ofthis 

Agreement, the Electronic Agent's negligence, bad faith or willful misconduct, its failure to 

comply with any Rights Holder's instructions hereunder (for which appropriate evidence of any 

applicable written consent ofthe Senior Rights Holder to such instructions shall have been 

delivered to the Electronic Agent) or to the extent caused by delays or failures arising out ofthe 

inability of such Rights Holder or the Electronic Agent to access information on the MERS® 

System. The foregoing indemnification shall survive any termination or assignment ofthis 

Agreement. 

11. Reliance ofthe Electronic Agent. 

(a) In the absence ofbad faith on the part ofthe Electronic Agent, the Electronic 

Agent may conclusively rely, as to the truth of the statements and the correctness ofthe opinions 

expressed therein, upon any request, instruction, certificate or other document furnished to the 

Electronic Agent, reasonably believed by the Electronic Agent to be genuine and to have been 

signed or presented by the proper party or parties and conforming to the requirements ofthis 

Agreement. 

(b) Notwithstanding any contrary information which may be delivered to the 

Electronic Agent by the Manager or the Servicer, the Electronic Agent may conclusively rely on 

any information or Notice ofDefault delivered by any Rights Holder, and the Manager and the 

Servicer shall indemnify and hold the Electronic Agent harmless for any and all claims asserted 

against it for any actions taken in good faith by the Electronic Agent in connection with the 

delivery ofsuch information or Notice ofDefault. 

12. Fees. 

It is understood that the Electronic Agent or its successor will charge such fees and 

expenses for its services hereunder as set forth in a separate agreement between the Electronic 

Agent and the Manager. The Electronic Agent shall give prompt written notice of any 

disciplinary ac~ion instituted with respect to the Manager's failure to pay any fees required in 

connection with its use ofthe MERS® System, and will give written notice to each Rights 

Holder at least thirty (30) days prior to any revocation ofthe Servicer's membership and, if 

applicable in accordance with Section 3, the Company's membership, in the MERS® System. 

RAOC/CADC 2010-2 Structured Transaction 

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13. Resignation ofthe Electronic Agent; Termination. 

(a) Each Rights Holder has entered into this Agreement with the Electronic Agent 

and MERS in reliance upon the independent status of the Electronic Agent and MERS, and the 

representations as to the adequacy of their facilities, personnel, records and procedures, its 

integrity, reputation and financial standing, and the continuance thereof. Neither the Electronic 

Agent nor MERS shall assign this Agreement or the responsibilities hereunder or delegate their 

rights or duties hereunder (except as expressly disclosed in writing to, and approved by, each 

Rights Holder) or any portion hereof or sell or otherwise dispose of all or substantially all ofits 

property or assets without providing each Rights Holder with at least sixty (60) days' prior 

written notice thereof. 

(b) Neither the Electronic Agent nor MERS shall resign from the obligations and 

duties hereby imposed on them except by mutual consent of the Electronic Agent, MERS and 

each Rights Holder, or upon the determination that the duties of the Electronic Agent and MERS 

hereunder are no longer permissible under applicable law and such incapacity cannot be cured by 

the Electronic Agent and MERS. Any such determination permitting the resignation of the 

Electronic Agent and MERS shall be evidenced by an Opinion ofCounsel to such effect 

delivered to each Rights Holder, which Opinion ofCounsel shall be in form and substance 

acceptable to each Rights Holder. No such resignation shall become effective until the 

Electronic Agent and MERS have delivered to the Senior Rights Holder all of the Assignments 

of Mortgage, in blank, in recordable form but unrecorded for each MERS Designated Mortgage 

Loan identified by the Senior Rights Holder. 

14. Removal of the Electronic Agent. 

(a) The Senior Rights Holder or the Manager, with or without cause with respect to 

the performance ofthe Electronic Agent under this Agreement, may remove and discharge the 

Electronic Agent and MERS from the performance of its duties under this Agreement with 

respect to some or all ofthe MERS Designated Mortgage Loans by written notice from the 

Senior Rights Holder or the Manager, as applicable, to the other parties hereto. 

(b) In the event of termination of this Agreement, at Manager's sole cost and expense 

(except for termination pursuant to delivery of a Notice of Default or termination by the 

Electronic Agent pursuant to Section 16) the Electronic Agent shall follow the instructions of 

Senior Rights Holder for the disposition of the documents in its possession pursuant to this 

Agreement, and deliver to Senior Rights Holder an Assignment of Mortgage, in blank, in 

recordable form but unrecorded for each MERS Designated Mortgage Loan identified by Senior 

Rights Holder. Notwithstanding the foregoing, in the event that Senior Rights Holder or the 

Manager terminates this Agreement with respect to some, but not all, of the MERS Designated 

Mortgage Loans, this Agreement shall remain in full force and effect with respect to any MERS 

Desigp.ated Mortgage Loans for which this Agreement is not terminated hereunder. 

Notwithstanding any termination of this Agreement, the provisions of Section 10 shall survive 

any termination. 

RAOC/CAOC 20 I 0-2 Structured Transaction 

Elex:tronic Tracking Agreement 

9 

15. Notices. 

All written communications hereunder shall be delivered, by overnight courier, to the 

Electronic Agent and/or the Rights Holder and/or the Manager and/or the Servicer as indicated 

on the signature page hereto, or at such other address as designated by such party in a written 

notice to the other parties. All such communications shall be deemed to have been duly given 

upon receipt (or refusal thereof), in each case given or addressed as aforesaid. 

16. Term ofAgreement. 

(a) This Agreement shall continue to be in effect until terminated by the Manager or 

Senior Rights Holder in accordance with Section 14(a) or the Electronic Agent sending written 

notice to the other parties ofthis Agreement at least thirty (30) days prior to said termination. 

(b) Upon the termination ofthis Agreement by the Electronic Agent or the 

termination ofthis Agreement by Senior Rights Holder for cause as provided in Section 14(a), 

the Electronic Agent shall, at the Electronic Agent's sole cost and expense, execute and deliver 

to Senior Rights Holder or its designee an Assignment ofMortgage with respect to each MERS 

Designated Mortgage Loan identified by Senior Rights Holder, in blank, in recordable form but 

unrecorded. In the event that this Agreement is terminated by the Manager or Senior Rights 

Holder without cause as provided in Section 14(a), the duties ofthe Electronic Agent in the 

preceding sentence shall be at the sole cost and expense ofthe Manager. In addition, Senior 

Rights Holder and the Electronic Agent may, at the sole option of Senior Rights Holder, and the 

Manager and the Electronic Agent may, at the sole option ofManager, enter into a separate 

agreement which shall be mutually acceptable to the respective parties with respect to any or all 

ofthe MERS Designated Mortgage Loans with respect to which this Agreement is terminated. 

17. Authorizations. 

Any ofthe persons whose signatures and titles appear on Exhibit A hereto are authorized, 

acting singly, to act for the Rights Holder, the Manager, the Servicer, the Electronic Agent or 

MERS, as the case may be, under this Agreement. The parties may change the information on 

Exhibit A hereto from time to time but each ofthe parties shall be entitled to rely conclusively on 

the then current Exhibit A until receipt of a superseding exhibit. 

18. Amendments. 

This Agreement may be amended from time to time only by written agreement signed by 

each Rights Holder, the Manager, the Servicer, the Electronic Agent and MERS. 

19. Severability. 

If any provision ofthis Agreement is declared invalid by any court of competent 

jurisdiction, such invalidity shall not affect any other provision, and this Agreement shall be 

enforced to the fullest extent required by law. 

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Electronic Tracking Agreement 

10 

20. Binding Effect. 

This Agreement shall be binding and inure to the benefit of the parties hereto and their 

respective successors and assigns. 

21. Governing Law. 

THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND 

GOVERNED BY THE LAW OF THE COMMONWEALTH OF VIRGINIA. 

EACH RIGHTS HOLDER (OTHER THAN THE FDIC IN ANY OTHER 

CAPACITY), THE MANAGER, THE SERVICER, THE ELECTRONIC AGENT AND 

MERS EACH IRREVOCABLY AGREES THAT ANY ACTION OR PROCEEDING 

ARISING OUT OF OR IN ANY MANNER RELATING TO THIS AGREEMENT MAY 

BE BROUGHT IN ANY COURT OF THE COMMONWEALTH OF VIRGINIA, OR IN 

THE U.S. DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA, AND BY 

THE EXECUTION AND DELIVERY OF THIS AGREEMENT EXPRESSLY AND 

IRREVOCABLY ASSENT AND SUBMIT TO THE NONEXCLUSIVE JURISDICTION 

OF ANY SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING. 

22. Waiver ofJury Trial. 

EACH OF THE RIGHTS HOLDERS, THE MANAGER, THE SERVICER, THE 

ELECTRONIC AGENT AND MERS EACH IRREVOCABLY AGREES TOWAIVE ITS 

RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING AGAINST IT 

ARISING OUT OF, OR RELATED IN ANY MANNER TO, THIS AGREEMENT OR 

ANY RELATED AGREEMENT. 

23. Execution. 

This Agreement may be executed in one or more counterparts and by the different parties 

hereto on separate counterparts, each of which, when so executed, shall be deemed to be an 

original; such counterparts, together, shall constitute one and the same agreement. 

24. Cumulative Rights. 

The rights, powers and remedies of the Electronic Agent, MERS, each Rights Holder, the 

Manager and the Servicer under this Agreement shall be in addition to all rights, powers and 

remedies given to the Electronic Agent, MERS, the Manager, the Servicer and such Rights 

Holder 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 without 

impairing such Rights Holder's rights in the Mortgage Loans. 

25. Status ofElectronic Agent. 

Nothing herein contained shall be deemed or construed to create a partnership or joint 

venture between the parties hereto, and the services of the Electronic Agent and MERS shall be 

RADC/CADC 2010-2 Structured Transaction 

Electronic Tracking Agreement 

11 

rendered as independent contractors for the Rights Holders, the Manager and the Servicer. Other 

than the obligations ofthe Electronic Agent and MERS expressly set forth herein, the Electronic 

Agent and MERS shall have no power or authority to act as agent for any Rights Holder, the 

Manager or the Servicer pursuant to any grant of authority made under or pursuant to this 

Agreement. 

RAOC/CAOC 2010-2 Structured Transaction 

Electronic Tracking Agreement 

12 

IN WITNESS WHEREOF, each Rights Holder, the Manager, the Servicer, the Electronic 

Agent and MERS have duly executed this Agreement as ofthe date first above written. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, as receiver for various 

failed financial institutions, as Initial Member 

By: 

Name: Heidi Silverberg 

Title: Attorney-in-Fact 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, as receiver for various 

failed financial institutions, as Collateral Agent 

By: 

Name: Heidi Silverberg 

Title: Attorney-in-Fact 

Address for Notices: 

Assistant Director, Structured Transactions 

c/o Federal Deposit Insurance Corporation 

550 17th Street, NW (Room F-7014) 

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

Email Address: RMalami@fdic.gov 

with a copy to: 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership 

Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, Virginia 22226 

Attention: David Gearin 

Email Address: DGearin@fdic.gov 

RADC/CADC 2010-2 Structured Transaction 

Electronic Tracking Agreement 

[Signature Page to Electronic Tracking Agreement] 
COLFIN 2011 ADC FUNDING, LLC, a 

Delaware limited liability company, 

as the Manager 

By:	_______________ 

Name: Mark M. Hedstrom 

Title: Vice President 

Address for Notices: 

2450 Broadway, 6th Floor 

Santa Monica, California 90404 

Attention: Paul A. Fuhrman 

E-mail Address: 

with a copy to: 

Colony Capital, LLC 

660 Madison A venue 

New York, New York 10065 

Attention: 

E-mail Address: 

RADC/CADC 2010-2 Structured Transaction 

Electronic Tracking Agreement 

[Signature Page to Electronic Tracking Agreement] 
SitusServ L.P., a Texas limited partnership, as 

the Servicer 

By: 

Name: 

Title: 

Address for Notices: 

RAOC/CAOC 20 I 0-2 Structured Transaction 

Electronic Tracking Agreement 

[Signature Page to Electronic Tracking Agreement] 
MERSCORP, INC., 

as Electronic Agent 

By: 

Name: 

Title: 

Address for Notices: 

1818 Library Street 

Suite 300 

Reston, VA 20190 

Attention: 

MORTGAGE ELECTRONIC 

REGISTRATION SYSTEMS, INC., 

as MERS 

By: 

Name: 

Title: 

Address for Notices: 

1818 Library Street 

Suite 300 

Reston, VA 20190 

Attention: 

RADC/CADC 20 I 0-2 Structured Transaction 

Electronic Tracking Agreement 

[Signature Page to Electronic Tracking Agreement] 
-------------------- -----------------

-------------------- -----------------

EXHIBIT A 

LIST OF AUTHORIZED PERSONS 

RIGHTS HOLDER AUTHORIZATIONS: 

Any ofthe persons whose signatures and titles appear below, or attached hereto, are authorized, 


acting singly, to act for the Collateral Agent as Rights Holder under this Agreement: 


By: By: By: 


Name: Ralph A. Malami Name: J. M. Elliott Name: Heidi Silverberg 


Title: Attorney-in-Fact Title: Attorney-in-Fact Title: Attorney-in-Fact 


Any ofthe persons whose signatures and titles appear below, or attached hereto, are authorized, 

acting singly, to act for the Initial Member as Rights Holder under this Agreement; provided, 

however that the authority ofsuch persons is junior and subordinate to the person authorizes to 

act for the Collateral Agent as Rights Holder listed above, until such time as MERS and the 

Electronic Agent receive the Collateral Agent Notice (as defined in this Agreement). 

By: By: By: 

Name: Ralph A. Malami Name: J. M. Elliott Name: Heidi Silverberg 

Title: Attorney-in-Fact Title: Attorney-in-Fact Title: Attorney-in-Fact 

MANAGER AUTHORIZATIONS: 

Any ofthe persons whose signatures and titles appear below, or attached hereto, are authorized, 

acting singly, to act for the Manager under this Agreement: 

By: By: By: 

Name: Paul Fuhrman Name: Ronald Sanders Name: Edward Dailey 

Title: Title: Title: 

By: By: By: 

Name: Name: Name: 

Title: Title: Title: 

RADC/CADC 2010-2 Structured Transaction 

Electronic Tracking Agreement 

A-1 

-------------------- -----------------

-------------------- ----------------- ------------------

-------------------- -----------------

-------------------- -----------------

-------------------- ----------------- ------------------

-------------------- -----------------

SERVICER AUTHORIZATIONS: 

Any of the persons whose signatures and titles appear below, or attached hereto, are authorized, 

acting singly, to act for the Servicer under this Agreement: 

By: 

Name: 

Title: 

Paul Fuhrman 

By: 

Name: 

Title: 

Ronald Sanders 

By: 

Name: 

Title: 

Edward Dailey 

By: 

Name: 

By: 

Name: 

By: 

Name: 

Title: Title: Title: 

ELECTRONIC AGENT AUTHORIZATIONS: 


Any of the persons whose signatures and titles appear below, or attached hereto, are authorized, 


acting singly, to act for the Electronic Agent under this Agreement: 


By: By: By: 


Name: Name: Name: 


Title: Title: Title: 


MERS AUTHORIZATIONS: 


Any of the persons whose signatures and titles appear below, or attached hereto, are authorized, 


acting singly, to act forMERS under this Agreement: 


By: By: By: 


Name: Name: Name: 


Title: Title: Title: 


RADC/CADC 2010-2 Structured Transaction 

Electronic Tracking Agreement 

A-2 

EXHIBIT B 

MERSPROCEDURESMANUAL 

The MERS Procedures Manual shall be found on the MERS website at: http://www.mersinc.org 

RADC/CADC 2010-2 Structured Transaction 

Electronic Tracking Agreement 

B-1 

----------------------------

EXHIBITC 

NOTICE OF DEFAULT 

Attention: 

MERSCORP, Inc. 

1818 Library Street, Suite 300 

Reston, VA 20190 

Ladies and Gentlemen: 

Please be advised that this Notice of Default is being issued pursuant to Section 4(b) of that 

certain Electronic Tracking Agreement (the "Electronic Tracking Agreement"), dated as of 

January 26, 2011, by and among (a) ColFin 2011 ADC Funding, LLC, a Delaware limited 

liability company (the "Manager"), (b) SitusServ, L.P., a Texas limited partnership (the 

"Servicer"), (c) MERSCORP, Inc. (the "Electronic Agent"), (d) Mortgage Electronic 

Registration Systems, Inc. ("MERS"), (e) the Federal Deposit Insurance Corporation (in any 

capacity, the "FDIC"), as Receiver ("Receiver") for various failed financial institutions 

(including its successors and assigns thereto), as Initial Member, and (f) the FDIC, as Receiver, 

as Collateral Agent pursuant to the Reimbursement, Security and Guaranty Agreement 

(including its successors and assigns thereto). The Affected Loans are listed on the attached 

Schedule I (including the mortgage identification numbers). Accordingly, the Electronic Agent 

shall not accept instructions from the Manager, the Servicer or any party other than the 

undersigned Rights Holder (and, as applicable, any other Rights Holder) with respect to such 

Mortgage Loans, until otherwise notified by the undersigned Rights Holder. 

Any terms used herein and not otherwise defined shall have such meaning specified in the 

Electronic Tracking Agreement. 

By:_____________________________ 

Title: 

RAOC/CAOC 2010-2 Structured Transaction 

Electronic Tracking Agreement 

C-1 

Schedule I 

AFFECTED LOANS 


RADC/CADC 2010-2 Structured Transaction 

Electronic Tracking Agreement 

C-2 

EXHIBIT D 

FORM OF MERS LIMITED POWER OF A TIORNEY 

MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC., a Delaware corporation 

("MERS") and a wholly owned subsidiary ofMERSCORP, Inc., a Delaware corporation 

("MERSCORP"), hereby appoints the attached list of persons in Schedule A as Attorneys-inFact ("Agents") for MERS for the limited purpose of executing documents and taking certain 

other actions as set forth below for those certain loans (the "MERS Designated Mortgage 

Loans") secured by mortgages or deeds oftrusts held by MERS as mortgagee or beneficiary in a 

nominee capacity pursuant to that certain Electronic Tracking Agreement dated as ofJanuary 26, 

2011 (the "Agreement") among ColFin 2011 ADC Funding, LLC, SitusServ, L.P., a Texas 

limited partnership, L.P., MERS, MERSCORP and the Federal Deposit Insurance Corporation 

(in any capacity, the "FDIC"), as receiver ("Receiver") for various failed financial institutions 

listed or otherwise referenced on Schedule B (including its successors and assigns thereto), as 

initial member pursuant to the LLC Operating Agreement referred to in the Agreement (the 

"Initial Member"), and as collateral agent pursuant to the Reimbursement, Security and 

Guaranty Agreement referred to in the Agreement (including its successors and assigns thereto) 

(the "Collateral Agent"), in each case as Rights Holder ("Rights Holder"). 

Limited Power of Attorney Actions: 

(1) release the lien of any MERS Designated Mortgage Loan registered on the MERS® 

System that is shown to be registered to the Receiver; 

(2) assign the lien of any MERS Designated Mortgage Loan naming MERS as the mortgagee 

when the Receiver is also the current promissory note-holder, or ifthe MERS Designated 

Mortgage Loan is registered on the MERS® System, is shown to be registered to the 

Receiver; 

(3) execute any and all documents necessary to foreclose (or post-foreclosure, to sell to 

another entity) any property securing any MERS Designated Mortgage Loan registered on 

the MERS® System that is shown to be registered to the Receiver, including but not limited 

to (a) substitution oftrustee on Deeds ofTrust, (b) Trustee's Deeds upon sale on behalf of 

MERS, (c) Affidavits ofNon-military Status, (d) Affidavits ofJudgment, (e) Affidavits of 

Debt, (f) quitclaim deeds, (g) Affidavits regarding lost promissory notes, and (h) 

endorsements ofpromissory notes to VA or HUD on behalf ofMERS as a required part of 

the claims process; 

(4) take any and all actions and execute all documents necessary to protect the interest of the 

Receiver, the beneficial owner ofthe MERS Designated Mortgage Loans, or MERS, in any 

bankruptcy proceeding regarding a MERS Designated Mortgage Loan registered on the 

MERS® System that is shown to be registered to the Receiver, including but not limited to: 

(a) executing Proofs of Claim and Affidavits ofMovant under 11 U.S.C. Sec. 501-502, 

Bankruptcy Rule 3001-3003, and applicable local bankruptcy rules, (b) entering a Notice of 

Appearance, (c) voting for a trustee ofthe estate of the debtor, (d) voting for a committee of 

RADC/CADC 2010-2 Structured Transaction 

Electronic Tracking Agreement 

D-1 

creditors, (e) attending the meeting of creditors ofthe debtor, or any adjournment thereof, 

and voting on behalfofthe Receiver, the beneficial owner ofthe MERS Designated 

Mortgage Loans, or MERS, on any question that may be lawfully submitted before creditors 

in such a meeting, (f) completing, executing, and returning a ballot accepting or rejecting a 

plan, and (g) executing reaffirmation agreements; 

(5) take any and all actions and execute all documents necessary to refinance, subordinate, 

amend, or modify any and all MERS Designated Mortgage Loans registered on the MERS® 

System that is shown to be registered to the Receiver; and 

(6) endorse checks made payable to Mortgage Electronic Registration Systems, Inc., to the 

Receiver that are received by the Receiver for payment on any MERS Designated Mortgage 

Loan registered on the MERS® System that is shown to be registered to the Receiver. 

For purposes of clarification, references herein to any MERS Designated Mortgage Loan shown 

to be registered to the Receiver shall be deemed to include, without limitation, any such MERS 

Designated Mortgage Loan for which the Receiver, in any capacity, is designated in the MERS® 

System as the "servicer", "investor", "interim funder" or "warehouse/gestation lender". 

Agent(s) shall have full power and authority to act on behalfofMERS in these limited matters. 

This power and authority shall authorize Agent(s) to exercise all ofMERS legal rights and 

powers, including all rights and powers that MERS may acquire in the future with regard to the 

MERS Designated Mortgage Loans. 

This Limited Power ofAttorney shall be construed narrowly as a limited power of attorney. The 

description of specific powers above is intended to limit or restrict the powers granted in this 

Limited Power ofAttorney. 

This Limited Power of Attorney shall become effective immediately upon execution and shall 

expire (i) upon the termination or earlier repudiation (by the Receiver under 12 U.S.C. § 1821(e)) 

ofthe Agreement, and (ii) as to any Agent(s), at such time as such Agent is no longer an 

employee or agent ofthe FDIC. This Limited Power ofAttorney may be revoked by MERS 

and/or MERSCORP by providing written notice to Agent(s), but only at a time after all ofthe 

MERS Designated Mortgage Loans have been transferred by MERS to the Receiver or a third 

party or parties designated by the Receiver. 

Dated: January_, 2011. 

Mortgage Electronic Registration Systems, Inc., 


a Delaware Corporation 


By:______ 


Nrune: ____________________ 


Title: 


RAOC/CAOC 20 I 0-2 Structured Transaction 

Electronic Tracking Agreement 

D-2 

SCHEDULE A 

Federal Deposit Insurance Corporation, in its separate capacities as Receiver, as Initial 


Member, and in its corporate capacity as the Collateral Agent, in each case as Rights Holder 


List of Agents for Mortgage Electronic Registration Systems, Inc. 

Ralph A. Malami 

Ronald Sommers 

William P. Stewart 

Heidi Silverberg 

James M. Elliott 

RADC/CADC 20 I 0-2 Structured Transaction 

Electronic Tracking Agreement 

D-3 

SCHEDULE I 

RADC/CADC Venture 2010-2 

List of Various Failed Financial Institutions 

Bank Name C!!Y State 

GA 

Fund 

10085 

Closin!! Date 

Security Bank of Bibb County (SRES) Macon 7/24/2009

Desert Hills Bank Phoenix AZ 10205 3/26/2010 

Irwin Union Bank & Trust Company Columbus IN 10120 9/18/2009 

Irwin Union Bank F.S.B. Columbus IN 10121 9/18/2009 

Warren Bank Warren MI 10125 10/02/2009 

Hillcrest Bank of Florida Naples FL 10131 10/23/2009 

Republic Federal Bank, N.A. Miami FL 10158 12/11/2009 

Citizens State Bank New Baltimore MI 10162 12/18/2009 

Rockbridge Commercial Bank Atlanta GA 10164 12/18/2009 

Barnes Banking Company Kaysville UT 10171 1/15/2010 

Florida Community Bank Immokalee FL 10181 1/29/2010 

Centennial Bank Ogden UT 10193 3/05/2010 

Citizens Bank & Trust Company of Chicago Chicago IL 10220 4/23/2010 

The Bank of Bonifay Bonifay FL 10234 5/07/2010 

Arcola Homestead Savings Bank Arcola IL 10246 6/04/2010 

ArnTrust Bank Cleveland OH 10155 12/4/2009 

Independent Bankers' Bank Springfield IL 10166 12/18/2009 

Bank of Leeton Leeton MO 10174 1/22/2010 

CF Bancorp (Citizens First) Port Huron MI 10226 4/30/2010 

RADCICADC 20 I 0-2 Structured Transaction 

Electronic Tracking Agreement 

D-4 
ACKNOWLEDGMENT 


STATE OF VIRGINIA § 

§ 

COUNTY OF FAIRFAX § 

This instrument was acknowledged before me on the_ day ofby January, a duly 

authorized representative of Mortgage Electronic Registration Systems, Inc., a Delaware 

corporation, on behalf of said corporation. 

Notary Public, State of Virginia 

RADC/CADC 2010-2 Structured Transaction 

Electronic Tracking Agreement 

D-5 

SCHEDULE I 

RADC/CADC Venture 2010-2 

List of Various Failed Financial Institutions 

Bank Name CtiY State Fund Closin2 Date 

Security Bank of Bibb County (SRES) Macon GA 10085 7/24/2009 

Desert Hills Bank Phoenix AZ 10205 3/26/2010 

Irwin Union Bank & Trust Company Columbus IN 10120 9118/2009 

Irwin Union Bank F.S.B. Columbus IN 10121 9118/2009 

Warren Bank Warren MI 10125 10/02/2009 

Hillcrest Bank of Florida Naples FL 10131 10/23/2009 

Republic Federal Bank, N.A. Miami FL 10158 12111/2009 

Citizens State Bank New Baltimore MI 10162 12/18/2009 

Rockbridge Commercial Bank Atlanta GA 10164 12/18/2009 

Barnes Banking Company Kaysville UT 10171 1/15/2010 

Florida Community Bank Immokalee FL 10181 1129/2010 

Centennial Bank Ogden UT 10193 3/05/2010 

Citizens Bank & Trust Company of Chicago Chicago IL 10220 4/23/2010 

The Bank of Bonifay Bonifay FL 10234 5/07/2010 

Arcola Homestead Savings Bank Arcola IL 10246 6/04/2010 

AmTrust Bank Cleveland OH 10155 12/4/2009 

Independent Bankers' Bank Springfield IL 10166 12118/2009 

Bank of Leeton Leeton MO 10174 1/22/2010 

CF Bancorp (Citizens First) Port Huron MI 10226 4/30/2010 

!3297937.1 
SCHEDULE3 


SERVICING OBLIGATIONS 


The parties to the Agreement to which this Schedule 3 is attached hereby agree as follows: 

The obligations ofthe Servicer under the Agreement shall be servicing obligations described in Article II ofthe Agreement and 

those described in the matrix below. The parties agree that any other servicing obligations not expressly described in Article II 

of the Agreement or listed below shall be deemed to be retained by the Manager/Private Owner. 

NO. DESCRIPTION OF SERVICE TO BE PERFORMED Primary Servicing 

(Situs to Perform) 

Special Servicing 

(ColonyAMC 

201 IADC to perform) 

A. Inspections of Mortgaged Property. Servicer to inspect the properties securing the Loans, and 

X perform or cause to be performed such environmental audits, structural inspections, appraisals, 

title searches as well as other reviews or inspections as may be necessary or appropriate to 

develop the Business Plans. 

B 

Collections and Payment. Situs to use commercially reasonable efforts (i) to collect payments 

X 

of principal, interest and other amounts owed by the Borrowers and Guarantors with respect to 

the Loans, (ii) to obtain all financial information, reports, statements or other information with 

respect to the Loans which are required to be delivered pursuant to any documents relating to 

the Loans, (iii) to maintain insurance on the mortgaged property securing the Loans to the 

extent required, (iv ) to use commercially reasonable efforts to fully enforce and cause each 

Borrower under each Loan to comply with all payment, insurance, escrow deposit and other 

requirements of the Loan, and (v) to perform all related record keeping and other activities 

typically performed by those retained to perform similar services. 

RADC/CADC Venture 2010-2 Structured Transaction 

Servicing Agreement 
c 

Special Servicing 

(Situs to Perform) 

NO. DESCRIPTION OF SERVICE TO BE PERFORMED Primary Servicing 

(Colony AMC 2011 

ADC to perform) 

Borrower Meetings. Situs to use commercially reasonable efforts to contact and interview the 


Borrower and all active principals ofthe Borrower and each Guarantor (which may be done 


telephonically) with respect to each Loan within 7 days after any late payment or any default, to 
 X 

determine the financial condition ofsuch Borrower and any Guarantors, the economic viability 


of the related mortgaged property and the Borrower's intentions with respect to repayment of 


the Loan and the repair and maintenance of the mortgaged property. Situs agrees to work with 


the Servicer to obtain a pre-negotiation agreement [on a form approved by the Servicer] from 


Borrower and any such Guarantors if negotiations on any modifications, forbearances and 


DPOs are contemplated prior to a Loan becoming a Special Servicing loan; thereafter, such 


responsibility shall be solely the Servicer's. 


D(i) Defaulted Loans (Notification). Immediatelv uoon learning ofthe occurrence of any material 


default under any Loan (including, without limitation, any payment default or any default 


entitling the lender under the Loan to accelerate the indebtedness outstanding under the Loan), X

Situs shall inform the Servicer in writing. 

D(ii) Defaulted Loans (Development of Resolution Strategy). Within a reasonable amount oftime 

after being informed of a material default under a Loan, the Servicer, shall propose in writing X 

an updated Business Plan incorporating its recommendation regarding engagement of legal 


counsel, enforcement of rights and remedies, workout strategy and any other actions necessary 


to the ultimate resolution of the Loan, and, the Servicer shall determine a resolution strategy 


which shall be incorporated into the updated Business Plan. 


RADC/CADC Venture 2010-2 Structured Transaction 

Servicing Agreement 
E 

Modifications, Waivers and Consents. Unless specifically and expressly approved by X 

the Servicer in writing, Situs shall not (i) agree to or enter into any modification, amendment, 

extension, renewal, restructuring, forbearance or other agreement with respect to a Loan, (ii) 

waive any material right of the Company or the Servicer with respect to a Loan, under any 

Loan document or otherwise, (iii) respond to any material request by any Borrower or 

Guarantor for any consent pursuant to any Loan document, or (iv) sell or dispose of a Loan or 

any underlying Collateral. 

F Foreclosure· Transactions in Lieu of Foreclosure. Servicer shall cause or conduct any 

X 

foreclosure sale of any property securing a Loan, or cause, conduct or agree to any transaction 

transferring any property in lieu of foreclosure including all of the material terms and 

conditions of such foreclosure sale or transaction in lieu of foreclosure (including without 

limitation the sale date, sale terms and bidding strategy with respect to any foreclosure sale). 

Situs shall track foreclosures (or transactions in lieu thereof) and all expenses arising or 

associated therewith based upon information provided by the Servicer. 

G Limitation on Actions. Notwithstanding anything in this Agreement to the contrary, Situs shall 

X 

not take, and shall ensure that any subcontractor and/or subservicer does not take, any action or 

series of actions prior to foreclosure with respect to any property securing any Loan that would 

ause the Servicer or the Company or its direct or indirect owners (i) to become liable under 

finy applicable environmental laws, (ii) to be considered to be a "mortgagee in possession" of 

~uch property, or (iii) to be considered to be an "owner" or "operator" of such property within 

he meaning of CERCLA or any comparable federal, state or local law, or a "discharger" or 

'responsible party" thereunder. 

NO. DESCRIPTION OF SERVICE TO BE PERFORMED Primary Servicing 

(Situs to Perform) 

Special Servicing 

(Colony AMC 201 I 

ADC to perform 

RAOC/CADC Venture 2010-2 Structured Transaction 

Servicing Agreement 
H(i) Claims by Borrowers (Notification). Situs shall immediately notify the Servicer if a claim is 

X made by any Borrower, Guarantor or any third party with respect to any Loan. 

H(ii) Claims by Borrowers (Defense). Servicer shall arrange for and supervise the defense of any 

X claim made by any Borrower, Guarantor or third party. 

I Transfer of Servicing. In coordination with the Servicer, Situs shall assist in the transfer to or 

X 

management ofthe Loans and other related assets, including, without limitation, the following, 

except as reasonably determined by the Servicer to be unnecessary and undesirable, and 

except as separately contracted for the Servicer: (i) preparing and sending notices to 

Borrowers and other relevant persons (including participants, insurance companies, tenants, 

the Internal Revenue Service and similar state authorities, real estate taxing authorities and 

other applicable governmental agencies), (ii) preparing and sending notices to any existing 

asset Servicers or subcontractors, and (iii) assisting in the physical transfer of files and 

facilitate the electronic transfer of all servicing and asset management data and files to or from 

Servicer's electronic systems .. 

1 

Notification. Situs shall promptly notify the Servicer of any event, circumstance, 

X 

orrespondence or other communication or occurrence of which it receives knowledge which 

~ffects in any material way any Loan or related asset (including, without limitation, any default 

~mder any Loan documents or any casualty to or condemnation of any real property or any 

tproperty securing any Loan) or the ability to perform its obligations hereunder. 

RADCICADC Venture 2010-2 Structured Transaction 

Servicing Agreement 
NO. DESCRIPTION OF SERVICE TO BE PERFORMED Primary Servicing 

(Situs to Perform) 

Special Servicing 

(Colony AMC 2011 

ADC to perform) 

K Transfer and Disposition. Servicer shall take such steps as are reasonably necessary to transfer 

or dispose of all or part of the interest in any Loan or related asset in the manner specified in the X

Servicer's sole and absolute discretion. Disposition services shall include the receipt, review, 

analysis and negotiation of offers, and the closing of sales. 

L Electronic Access. Situs will provide the Servicer limited view access to basic loan servicing 

data from Servicer's loan servicing system which will include the ability to download and print. X 

M Registration with MERS. Situs shall perform all obligations described in 

X Section 2.13 ofthe Agreement. 

SCHEDULE3 

RADC/CADC Venture 2010-2 Structured Transaction 

Servicing Agreement 
SCHEDULE4 

REIMBURSEMENT OF SERVICER ADVANCES 

A. Reimbursable Expenses. Notwithstanding anything to the contrary set forth 

herein, Servicer shall have no obligation to make Servicing Advances. Any Servicing 

Advances made by Servicer which are not recoverable from Borrowers and Obligors shall 

only be subject to reimbursement by Manager if made in compliance with this Agreement. 

To the extent Servicer complies with the terms of this Agreement with respect to such 

expenditures, Manager shall reimburse Servicer promptly for the amounts so paid, and in no 

event later than 30 days after receipt by Manager of written notice from Servicer of such 

expenditure (accompanied by proper documentation). 

SCHEDULE4 

RADC/CADC Venture 2010-2 Structured Transaction 

Servicing Agreement 
SCHEDULES 


[Reserved] 

SCHEDULE 5 


RADC/CADC Venture 20 I 0-2 Structured Transaction 


Servicing Agreement 

SCHEDULE6 


TERMINATION WITHOUT CAUSE 

Manager may not terminate this Agreement without cause. 

SCHEDULE 6 

RADC/CADC Venture 2010-2 Structured Transaction 

Servicing Agreement 
SCHEDULE 7 

ASSET LEVEL BUSINESS PLANS AND CONSOLIDATED BUSINESS PLANS 

Servicer shall prepare, deliver and update the Business Plans and Consolidated Business 

Plans, pursuant to Section 7.7 ofthe Amended and Restated Limited Liability Company 

Operating Agreement and Section 5.2(h) of the Servicing Agreement. 

SCHEDULE 7 

RADC/CADC Venture 20 l 0-2 Structured Transaction 

Servicing Agreement