SECURITY AGREEMENT

Table of Contents

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SECURITY AGREEMENT

SECURITY AGREEMENT, dated May 29, 2009 made by CAPMARK FINANCIAL GROUP INC., a Nevada corporation (the “ Borrower ”), and the other Persons listed on the signature pages hereof (the Borrower and the Persons so listed being, collectively, the “ Grantors ”), to CITIBANK, N.A., as collateral agent (together with any successor collateral agent appointed pursuant to Article VII of the Credit Agreement (as defined below), the “ Collateral Agent ”) for the Secured Parties (as defined in the Credit Agreement).

PRELIMINARY STATEMENTS.

(1)   The Grantors have entered into that certain Term Facility Credit and Guaranty Agreement dated as of May 29, 2009 (as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, being the “ Credit Agreement ”) with the Lenders and the Agents (each as defined therein).

(2)   Each Grantor is the owner of the shares of stock or other Equity Interests set forth opposite such Grantor’s name on and as otherwise described in Part I of Schedule I hereto and issued by the Persons named therein (the “ Initial Pledged Equity ”).

(3)   Each Grantor is the creditor with respect to the indebtedness set forth opposite such Grantor’s name on and as otherwise described in Part II of Schedule I hereto and issued by the obligors named therein (the “ Initial Pledged Debt ”).

(4)   The Borrower has opened (a) a joint deposit/securities account with Account No. 796676 (the “ Cash Collateral Account ”), with Citibank, N.A. at its office at 388 Greenwich Street, 14 th  Floor, New York, New York  10013 in the name of the Collateral Agent and under the sole control and dominion of the Collateral Agent, (b) a joint deposit/securities account with Account No. 796677 (the “ Interest Cash Collateral Sub-Account ”) with Citibank, N.A. at its office at 388 Greenwich Street, 14 th  Floor, New York, New York  10013 in the name of the Collateral Agent and under the sole control and dominion of the Collateral Agent, (c) a joint deposit/securities account with Account No. 796678 (the “ Reserve Cash Collateral Sub-Account ”) with Citibank, N.A. at its office at 388 Greenwich Street, 14 th  Floor, New York, New York  10013 in the name of the Collateral Agent and under the sole control and dominion of the Collateral Agent and (d) a joint deposit/securities account with Account No. 796679 (the “ Non-Reserve Cash Collateral Sub-Account ”; together with the Cash Collateral Account, the Interest Cash Collateral Sub-Account and the Reserve Cash Collateral Sub-Account, the “ Cash Collateral Accounts ”) with Citibank, N.A. at its office at 388 Greenwich Street, 14 th  Floor, New York, New York  10013 in the name of the Collateral Agent and under the sole control and dominion of the Collateral Agent and subject to the terms of the Credit Agreement.

(5)   It is a condition precedent to the making of Advances by the Lenders under the Credit Agreement that the Grantors shall have granted the security interest contemplated by this Agreement.  Each Grantor will derive substantial direct and indirect benefit from the transactions contemplated by the Loan Documents.

(6)   Terms defined in the Credit Agreement and not otherwise defined in this Agreement are used in this Agreement as defined in the Credit Agreement.  Further, unless otherwise defined in this Agreement or in the Credit Agreement, terms defined in Article 8 or 9 of the UCC (as defined below) are used in this Agreement as such terms are defined in such Article 8 or 9.  “ UCC ” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non perfection or the priority of the security interest in any Collateral is

governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “ UCC ” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non perfection or priority.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Advances under the Credit Agreement, each Grantor hereby agrees with the Collateral Agent for the ratable benefit of the Secured Parties as follows:

Section 1.               Grant of Security .  Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “ Collateral ”):

(a)           all accounts, chattel paper (including, without limitation, tangible chattel paper and electronic chattel paper), instruments (including, without limitation, promissory notes), general intangibles (including, without limitation, payment intangibles) and other obligations of any kind arising out of or in connection with or evidencing the Mortgage Loan Assets of such Grantor, including, without limitation, as set forth in Schedule I hereto, in each case whether or not arising out of or in connection with the rendering of services and whether or not earned by performance, and all rights now or hereafter existing in and to all supporting obligations, securing or otherwise relating to the foregoing property (any and all of such accounts, chattel paper, instruments, general intangibles and other obligations, to the extent not referred to in clause (b), (c) or (d) below, being the “ Receivables ,” and any and all such supporting obligations, being the “ Related Contracts ”);

(b)           the following (the “ Security Collateral ”):

(i)            the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Equity and all warrants, rights or options issued thereon or with respect thereto;

(ii)           all additional shares of stock and other Equity Interests in any issuer of the Initial Pledged Equity from time to time acquired by such Grantor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, the “ Pledged Equity ”) and the certificates, if any, representing such additional shares or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all warrants, rights or options issued thereon or with respect thereto;

(iii)          the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Debt; and

(iv)          all additional indebtedness constituting Mortgage Loan Assets from time to time owed to such Grantor (such indebtedness, together with the Initial Pledged Debt,

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being the “ Pledged Debt ”) and the instruments, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness;

(c)           each of the agreements listed on Schedule II hereto to which such Grantor is now or may hereafter become a party, in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “ Assigned Agreements ”), including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of such Grantor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of such Grantor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder (all such Collateral, being the “ Agreement Collateral ”);

(d)           the following (collectively, the “ Account Collateral ”):

(i)            the Cash Collateral Accounts and all funds and financial assets from time to time credited thereto (including, without limitation, all Cash Equivalents), and all certificates and instruments, if any, from time to time representing or evidencing the Cash Collateral Accounts;

(ii)           all promissory notes, certificates of deposit, checks and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent for or on behalf of such Grantor in substitution for or in addition to any or all of the then existing Account Collateral; and

(iii)          all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral; and

(e)           all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any of the Collateral; and

(f)            all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in clauses (a) through (e) of this Section 1) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral;

provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment or pledge to or grant of a security interest in any of the following Collateral (each, an “ Excluded Asset ”):  (i)  any Collateral to the extent (but only so long as) the granting of a security interest therein is prohibited by applicable law or regulation or by governmental authority or requires a consent not obtained of any governmental authority pursuant to such applicable law or regulation, or is prohibited by, or constitutes a breach of or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or

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any applicable shareholder or similar requirement, except to the extent that such applicable law or regulation or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; and (ii) any Excluded Mortgage Loan Assets.

Section 2.               Security for Obligations .  This Agreement secures, in the case of each Grantor, the payment of all Obligations of such Grantor now or hereafter existing under the Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise (all such Obligations being the “ Secured Obligations ”).  Without limiting the generality of the foregoing, this Agreement secures, as to each Grantor, the payment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor to any Secured Party under the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Loan Party.

Section 3.               Grantors Remain Liable .  Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included in such Grantor’s Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Collateral Agent of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral and (c) no Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement or any other Loan Document, nor shall any Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Section 4.               Delivery and Control of Security Collateral .  (a)  All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto.  On the Closing Date, each applicable Grantor shall deliver (i) with respect to each item of Initial Pledged Debt, the original mortgage note or other promissory note bearing all intervening endorsements, endorsed “Pay to the order of              without recourse” and signed in the name of the last endorsee by an authorized person, and (ii) with respect to other Security Collateral, the related applicable certificates or instruments in suitable form for transfer by delivery.  Each applicable Grantor shall use its commercially reasonable efforts to, within 90 days following the Closing Date (or such later date as may be agreed by the Collateral Agent in its sole discretion), deliver to the Collateral Agent (x) consents of obligors or other counterparties to the Security Collateral to the grant of a security interest therein to the Collateral Agent hereunder and (y) such other consents, duly executed instruments of transfer, assignments in blank, or assignment and assumption agreements as may be required pursuant to the related underlying agreements or as otherwise reasonably requested by the Collateral Agent, and all in form and substance reasonably satisfactory to the Collateral Agent.   For the avoidance of doubt, after the date hereof, each applicable Grantor shall deliver, in connection with any Receivable or Related Contract that is not included in Initial Pledged Debt and that is represented by an instrument or a certificate, an original mortgage note or other promissory note bearing all intervening endorsements, endorsed “Pay to the order of              without recourse” and signed in the name of the last endorsee by an authorized person.

(b)           With respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will cause the issuer thereof to either register the Collateral Agent as the registered owner of such security or agree with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent

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of such Grantor, such agreement to be in form and substance satisfactory to the Collateral Agent (such agreement being an “ Uncertificated Security Control Agreement ”) (i) if the issuer thereof is wholly-owned by the Borrower and its Subsidiaries, within 10 days following the Closing Date and (ii) if the issuer thereof is not wholly-owned by the Borrower and its Subsidiaries, the Loan Parties shall use commercially reasonable efforts to comply with the foregoing as promptly as possible.

(c)           Upon the request of the Collateral Agent and following the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

(d)           The Collateral Agent shall maintain continuous custody of all items of physical Security Collateral delivered to it by the Grantors hereunder in a secure facility in accordance with its customary standards for such custody.

Section 5.               Maintaining the Account Collateral .  So long as any Advance or any other Obligation of any Loan Party under any Loan Document (other than contingent indemnity obligations not then due) shall remain unpaid or any Lender shall have any Commitment:

(a)           Each Grantor will maintain all Account Collateral only with the Collateral Agent or with banks (the “ Pledged Account Banks ”) that have agreed, in a record authenticated by the Grantor, the Collateral Agent and the Pledged Account Banks, to (i) comply with instructions originated by the Collateral Agent directing dispositions of funds in the Cash Collateral Accounts without the further consent of the Grantor and pursuant to Section 2.05(c)(iii), (iv), (v), (vi), (vii) and (viii) of the Credit Agreement and (ii) waive or subordinate in favor of the Collateral Agent all claims of the Pledged Account Banks (including, without limitation, claims by way of a security interest, lien or right of setoff or right of recoupment) to the Cash Collateral Accounts, which authenticated record shall be in form and substance reasonably satisfactory to the Collateral Agent.

(b)           The Collateral Agent shall have sole right to direct the disposition and distribution of funds with respect to the Cash Collateral Accounts (subject to Section 2.05(c) of the Credit Agreement), and it shall be a term and condition of each of the Cash Collateral Accounts, notwithstanding any term or condition to the contrary in any other agreement relating to the Cash Collateral Accounts, that upon an Event of Default, no amount (including, without limitation, interest on Cash Equivalents credited thereto) will be paid or released to or for the account of, or withdrawn by or for the account of, the Borrower or any other Person from the Cash Collateral Accounts (subject to Section 2.05(c) of the Credit Agreement).

(c)           The Collateral Agent may, at any time and without notice to, or consent from, the Grantor, transfer, or direct the transfer of, funds from the Cash Collateral Accounts to satisfy the Grantor’s obligations under the Loan Documents if an Event of Default shall have occurred and be continuing (subject to Section 2.05(c) of the Credit Agreement).

Section 6.               Investing of Amounts in the Cash Collateral Accounts .  The Collateral Agent will, subject to the provisions of Sections 5, 7 and 17 from time to time (a) invest, or direct the applicable Pledged Account Bank to invest, amounts received with respect to the Cash Collateral Accounts in such Cash Equivalents credited to the Cash Collateral Accounts as the Borrower may select and the Collateral Agent may approve and (b) invest interest paid on the Cash Equivalents referred to in clause (a) above, and reinvest other proceeds of any such Cash Equivalents that may mature or be sold, in each case in such Cash Equivalents credited in the same manner.  Interest and proceeds that are not

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invested or reinvested in Cash Equivalents as provided above shall be deposited and held in the relevant Cash Collateral Account.

Section 7.               Release of Amounts .  So long as no Event of Default shall have occurred and be continuing, the Collateral Agent will pay and release, or direct the applicable Pledged Account Bank to pay and release, in accordance with the terms of Section 2.05(c) of the Credit Agreement, to the Borrower or at its order or, at the request of the Borrower, to the Administrative Agent to be applied as provided by the Credit Agreement such amount, if any, as is then on deposit in the Cash Collateral Accounts, in each case to the extent permitted to be released under the terms of the Credit Agreement.

Section 8.               Representations and Warranties .  Each Grantor represents and warrants as follows:

(a)           Such Grantor’s exact legal name, location, chief executive office, type of organization, jurisdiction of organization and organizational identification number is set forth in Schedule III hereto.  Within the five years preceding the date hereof, such Grantor has not changed its name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule III hereto except as set forth in Schedule IV hereto.

(b)           Such Grantor is the legal and beneficial owner of the Collateral granted or purported to be granted by it free and clear of any Lien, claim, option or right of others, except for the security interest created under this Agreement or Liens permitted under the Credit Agreement.  No effective financing statement or other instr