PURCHASE MONEY NOTE GUARANTY AGREEMENT
 

BY AND BETWEEN
 

FEDERAL DEPOSIT INSURANCE CORPORATION
 

AND
 

FEDERAL DEPOSIT INSURANCE CORPORATION,
 

AS RECEIVER FOR THE FAILED BANKS
 

Dated as of April 1, 2010 

FDIC SFR 2010-1
 

Form of Purchase Money Note Guaranty Agreement
 

Pool Nos. 24020 and 24021
 
TABLE OF CONTENTS
 

Section 1. Guaranty...................................................................................................................1
 

Section 2. Guaranty Absolute ...................................................................................................2
 

Section 3. Action with Respect to Guaranteed Obligations......................................................2
 

Section 4. Representations and Warranties...............................................................................3
 

Section 5. Waiver ......................................................................................................................3
 

Section 6. Reinstatement of Guaranteed Obligations ...............................................................4
 

Section 7. Subrogation; Assignment of Claims ........................................................................4
 

Section 8. Purchase Money Note Guarantor’s Right to Control Remedies ..............................4
 

Section 9. Information ..............................................................................................................4
 

Section 10. Governing Law ........................................................................................................5
 

Section 11. Records and Accounts..............................................................................................5
 

Section 12. Waiver of Remedies.................................................................................................5
 

Section 13. Termination ..............................................................................................................5
 

Section 14. Successors and Assigns............................................................................................5
 

Section 15. Amendments ............................................................................................................5
 

Section 16. Consent of Noteholder .............................................................................................6
 

Section 17. Payments ..................................................................................................................6
 

Section 18. Notices .....................................................................................................................6
 

Section 19. Severability ..............................................................................................................7
 

Section 20. Headings ..................................................................................................................8
 

Section 21. Limitation of Liability..............................................................................................8
 

Section 22. Waiver of Jury Trial .................................................................................................8
 

Section 23. Jurisdiction; Venue and Service...............................................................................8
 

Section 24. Counterparts; Facsimile Signature .........................................................................10
 

FDIC SFR 2010-1
 

Form of Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 
PURCHASE MONEY NOTE GUARANTY AGREEMENT
 

THIS PURCHASE MONEY NOTE GUARANTY AGREEMENT (this “Agreement”) is 

entered into as of the 1st day of April, 2010, by and between the Federal Deposit Insurance 

Corporation, as the Purchase Money Note Guarantor, and the Federal Deposit Insurance 

Corporation, as Receiver (the “Noteholder”). Capitalized terms used in this Agreement and not 

otherwise defined in this Agreement shall have the meanings assigned to them in, or by reference 

in, that certain Agreement of Common Definitions, dated as of the Closing Date, among the 

Initial Member, the Company and others. 

RECITALS 

WHEREAS, pursuant to that certain Contribution Agreement, dated as of the Closing 

Date, between the Company (the “Debtor”) and the Noteholder, the Noteholder has transferred 

certain assets to Debtor, partly as a sale and partly as a capital contribution, and in return for said 

assets Debtor has issued to the Noteholder a Purchase Money Note, dated as of the Closing Date, 

in the aggregate principal face amount of $137,449,238.00 (the “Purchase Money Note”); and 

WHEREAS, to provide the Noteholder support for the payment and performance of the 

Debtor’s obligations under the Purchase Money Note, the Purchase Money Note Guarantor has 

agreed to enter into this Agreement and to perform the obligations of the Purchase Money Note 

Guarantor described in this Agreement; and 

WHEREAS, pursuant to 12 U.S.C. §1825(d), if the principal amount of an obligation 

issued by the Federal Deposit Insurance Corporation after August 9, 1989, is stated in the 

obligation and the term to maturity or the date of maturity of such obligation is stated in the 

obligation; then the full faith and credit of the United States is pledged to the payment of such 

obligation with respect to both principal and interest; and 

WHEREAS, because the principal of the Guaranteed Obligations is stated in this 

Agreement, the date of maturity of the Purchase Money Note Guarantor’s obligations under this 

Agreement is stated in this Agreement, and the Federal Deposit Insurance Corporation is the 

Purchase Money Note Guarantor under this Agreement, the full faith and credit of the United 

States is pledged to the Purchase Money Note Guarantor’s obligation to pay the Guaranteed 

Obligations pursuant to 12 U.S.C. §1825(d). 

NOW, THEREFORE, in consideration of payment to the Purchase Money Note 

Guarantor of the Purchase Money Note Guaranty Fee, the sufficiency of which is hereby 

acknowledged, the Purchase Money Note Guarantor and the Noteholder hereby agree as follows: 

Section 1. Guaranty. The Purchase Money Note Guarantor hereby absolutely, 

irrevocably, completely, unconditionally and immediately guarantees the due and punctual 

payment and performance when due, whether at stated maturity, upon the Noteholder’s demand, 

by acceleration or otherwise, of the following (collectively, the “Guaranteed Obligations”): 

(a) the due and punctual payment on each Distribution Date of all interest due and 

FDIC SFR 2010-1 

Form of Purchase Money Notes Guaranty Agreement 

Pool Nos. 24020 and 24021 
accrued on the Purchase Money Note through and including the preceding Determination Date; 

(b) the due and punctual payment of the outstanding principal balance of the Purchase 

Money Note, in an aggregate amount of $137,449,238.00, on the date such principal shall 

become due and payable in accordance with the terms of the Purchase Money Note, whether at 

stated maturity, by acceleration, upon call or otherwise, which $137,449,238.00 shall constitute 

the principal amount of the Guaranteed Obligations. The date of maturity of the Purchase 

Money Note Guarantor’s obligations under this Guaranty Agreement shall be April 1, 2020, 

which date shall be the date on which the Purchase Money Note Guarantor’s obligation to pay 

the Guaranteed Obligations shall be due (if and to the extent the same are not discharged, 

satisfied or paid on or prior thereto). The full faith and credit of the United States is pledged to 

the Purchase Money Note Guarantor’s obligation to pay the Guaranteed Obligations pursuant to 

12 U.S.C. §1825(d); and 

(c) the payment of any Loan Parity Obligation upon the Noteholder’s demand. 

Section 2. Guaranty Absolute. The Purchase Money Note Guarantor guarantees that 

the Guaranteed Obligations (other than the Loan Parity Obligation) will be paid strictly in 

accordance with the terms of the Purchase Money Note and that the Loan Parity Obligation will 

be paid strictly in accordance with the terms of this Agreement, in each case regardless of any 

law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms 

or the rights of the Noteholder with respect thereto. The liability of the Purchase Money Note 

Guarantor pursuant to this Agreement shall be absolute, irrevocable and unconditional in 

accordance with its terms and shall, to the fullest extent permissible under applicable law, remain 

in full force and effect without regard to, and shall not be released, suspended, discharged, 

terminated, modified or otherwise affected by, any circumstance or occurrence whatsoever, 

including without limitation, any of the following (whether or not the Purchase Money Note 

Guarantor consents thereto or has notice thereof): 

(a) any lack of validity, legality or enforceability of the Purchase Money Note 

or this Agreement; 

(b) any furnishing to the Noteholder of any security for the Guaranteed 

Obligations; 

(c) any bankruptcy, insolvency, reorganization, composition, adjustment, 

merger, consolidation, dissolution, liquidation or other like proceeding relating to the Purchase 

Money Note Guarantor, the Debtor or any other person, or any action taken with respect to this 

Agreement by any trustee or receiver, or by any court, in any such proceeding; or 

(d) any defect, limitation or insufficiency in the rights of the Debtor or any 

other person under the Purchase Money Note or in the exercise thereof. 

Section 3. Action with Respect to Guaranteed Obligations. Unless otherwise 

consented to in writing by the Purchase Money Note Guarantor, the Noteholder may not take any 

of the following actions: (a) amend, modify, alter or supplement the terms of any of the 

Guaranteed Obligations, including, but not limited to, extending or shortening the time of 

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FDIC SFR 2010-1 

Form of Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 
payment of any of the Guaranteed Obligations or modifying the amount of any of the Guaranteed 

Obligations; (b) amend, modify, alter or supplement the Purchase Money Note; (c) release any 

other person liable in any manner for the payment or collection of the Guaranteed Obligations; 

and (d) exercise, or refrain from exercising, any rights against the Debtor or any other person; 

provided, however, that any such action taken by the Noteholder with the written consent of the 

Purchase Money Note Guarantor shall not discharge the Purchase Money Note Guarantor from 

its obligations hereunder. 

Section 4. Representations and Warranties. The Purchase Money Note Guarantor 

hereby makes the following representations and warranties to the Noteholder: 

(a) The Purchase Money Note Guarantor has the right and power, and has 

taken all necessary action to authorize the execution and delivery of this Agreement and to 

perform its obligations hereunder in accordance with its terms. This Agreement has been duly 

executed and delivered by a duly authorized officer of the Purchase Money Note Guarantor and 

this Agreement is a legal, valid and binding obligation of the Purchase Money Note Guarantor 

enforceable against it in accordance with its terms; 

(b) The execution, delivery and performance of this Agreement does not and 

will not, by the passage of time, the giving of notice or both: (i) require any governmental 

approval that has not been obtained or violate any law relating to the Purchase Money Note 

Guarantor; (ii) conflict with, result in a breach of or constitute a default under the organizational 

documents of the Purchase Money Note Guarantor, or any agreement or other instrument to 

which the Purchase Money Note Guarantor is a party or by which it or any of its respective 

properties may be bound; or (iii) result in or require the creation or imposition of any lien upon 

or with respect to any property now owned or hereafter acquired by the Purchase Money Note 

Guarantor; and 

(c) No action, suit, proceeding, governmental investigation or arbitration, at 

law or in equity, or before or by any governmental authority, is pending, or to the knowledge of 

the Purchase Money Note Guarantor, threatened against the Purchase Money Note Guarantor or 

any of its property which will affect the ability of the Purchase Money Note Guarantor to 

perform its obligations pursuant to this Agreement. 

Section 5. Waiver. Except with respect to the Purchase Money Note Guarantor’s 

consent rights under Section 3, which consent rights shall not be limited, waived or otherwise 

modified by operation of this Section 5, the Purchase Money Note Guarantor, to the fullest 

extent permitted by law, hereby waives notice of acceptance hereof or any presentment, demand, 

protest or notice of any kind, and any other act or thing, or omission or delay to do any other act 

or thing, that in any manner or to any extent might vary the risk of the Purchase Money Note 

Guarantor or that otherwise might operate to discharge the Purchase Money Note Guarantor 

from its obligations pursuant to this Agreement. The Purchase Money Note Guarantor 

acknowledges that it will receive direct and indirect benefits from the arrangements 

contemplated in this Agreement and that the waivers set forth in this Section 5 are knowingly 

made in contemplation of such benefits. The Purchase Money Note Guarantor hereby waives 

any right to revoke this Section 5 and acknowledges that this Section 5 is continuing in nature 

and applies to all Guaranteed Obligations, whether existing now or in the future. 

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FDIC SFR 2010-1 

Form of Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 
Section 6. Reinstatement of Guaranteed Obligations. This Agreement shall in all 

respects be a continuing and irrevocable guaranty of payment and shall (a) remain in full force 

and effect until the indefeasible payment in full and in cash of the Guaranteed Obligations, (b) be 

binding upon the Purchase Money Note Guarantor and its successors and assigns and (c) inure to 

the benefit of and be enforceable by the Noteholder and its successors, pledgees, transferees and 

assigns. If any claim is ever made on the Noteholder for repayment or recovery of any amount 

or amounts received in payment or on account of any of the Guaranteed Obligations, and the 

Noteholder repays all or part of said amount by reason of (y) any judgment, decree or order of 

any court or administrative body of competent jurisdiction or (z) any settlement or compromise 

of any such claim effected by the Noteholder with any such claimant (including, without 

limitation, the Debtor or a trustee in bankruptcy for the Debtor), then and in such event the 

Purchase Money Note Guarantor agrees that any such judgment, decree, order, settlement or 

compromise shall be binding on it, notwithstanding any revocation hereof or the cancellation of 

this Agreement, the Purchase Money Note or any other instrument evidencing any liability of the 

Debtor, and the Purchase Money Note Guarantor shall be and remain liable to the Noteholder for 

the amounts so repaid or recovered to the same extent as if such amount had never originally 

been paid to the Noteholder, and the Purchase Money Note Guarantor’s obligations and 

liabilities to the Noteholder under this Agreement shall be reinstated to such extent and this 

Agreement and any collateral for this Agreement shall remain in full force and effect (or shall be 

reinstated) to such extent. 

Section 7. Subrogation; Assignment of Claims. If and to the extent the Purchase 

Money Note Guarantor makes any payment to the Noteholder pursuant to or in connection with 

this Agreement, the Purchase Money Note Guarantor shall be subrogated to all of the rights of 

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

payment, and the Noteholder, upon acceptance of any such payment, shall be deemed to have 

assigned to the Purchase Money Note Guarantor any and all claims it may have against the 

Debtor or others and for which the Noteholder receives payment from the Purchase Money Note 

Guarantor under this Agreement. Upon the request of the Purchase Money Note Guarantor, the 

Noteholder shall execute written assignments of such claims. 

Section 8. Purchase Money Note Guarantor’s Right to Control Remedies. If there shall 

occur an “Event of Default” under the Reimbursement and Security Agreement, the Purchase 

Money Note Guarantor shall have the right to control any and all remedies available to the 

Noteholder under the Purchase Money Note, and the Noteholder hereby agrees to take any and 

all actions available to the Noteholder under such Purchase Money Note as the Purchase Money 

Note Guarantor shall direct. 

Section 9. Information. The Purchase Money Note Guarantor assumes all 

responsibility for being and keeping itself informed of the financial condition of the Debtor, and 

of all other circumstances bearing upon the risk of nonpayment of any of the Guaranteed 

Obligations and the nature, scope and extent of the risks that the Purchase Money Note 

Guarantor assumes and incurs under this Agreement, and agrees that the Noteholder shall not 

have any duty whatsoever to advise the Purchase Money Note Guarantor of information 

regarding such circumstances or risks. 

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FDIC SFR 2010-1 

Form of Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 
Section 10. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY 

AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW, BUT IF FEDERAL LAW 

DOES NOT PROVIDE A RULE OF DECISION, IT SHALL BE GOVERNED BY AND 

CONSTRUED IN ACCORDANCE WITH THE LAW 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. NOTHING IN THIS AGREEMENT SHALL REQUIRE 

ANY UNLAWFUL ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

Section 11. Records and Accounts. The Noteholder may maintain books and accounts 

setting forth the amounts paid and payable with respect to the Guaranteed Obligations, and in the 

case of any dispute relating to any of the outstanding amount, payment or receipt of any of the 

Guaranteed Obligations or otherwise, the entries in such books and accounts shall constitute 

prima facie evidence of amounts and other matters set forth therein. The failure of the 

Noteholder to maintain such books and accounts shall not in any way relieve or discharge the 

Purchase Money Note Guarantor of any of its obligations hereunder. 

Section 12. Waiver of Remedies. No failure on the part of the Noteholder to exercise, 

and no delay in exercising, any right hereunder or under the Purchase Money Note shall operate 

as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other 

or further exercise thereof or the exercise of any other right. The rights and remedies of the 

Noteholder provided herein and in the Purchase Money Note are cumulative and are in addition 

to, and not exclusive of, any other rights or remedies provided by law. The rights of the 

Noteholder under this Agreement and the Purchase Money Note against any other party thereto 

are not conditional or contingent on any attempt by the Noteholder to exercise any of its rights 

pursuant to any other document against such party or against any other Person. 

Section 13. Termination. This Agreement shall remain in full force and effect with 

respect to the Purchase Money Note Guarantor until the earliest of (a) indefeasible satisfaction 

and payment in full of the Guaranteed Obligations and the termination or cancellation of the 

Purchase Money Note in accordance with its terms and (b) two years following the Purchase 

Money Maturity Date. 

Section 14. Successors and Assigns. Each reference in this Agreement to the 

Noteholder and to the Purchase Money Note Guarantor shall be deemed to include its successors 

and assigns, in whose favor the provisions of this Agreement also shall inure and upon whom 

this Agreement also shall be binding; provided that the Purchase Money Note Guarantor may not 

assign or transfer its obligations under this Agreement to any Person without the prior written 

consent of the Noteholder (which consent shall not be withheld unreasonably). Any such 

assignment or other transfer to which the Noteholder has not so consented shall be null and void 

ab initio. 

Section 15. Amendments. No amendment of any provision of this Agreement shall be 

effective unless it is in writing and signed by the Noteholder and the Purchase Money Note 

Guarantor, and no waiver of any provision of this Agreement, and no consent to any departure by 

the Purchase Money Note Guarantor therefrom, shall be effective unless it is in writing and 

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FDIC SFR 2010-1 

Form of Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 
signed by the Noteholder, and then such waiver or consent shall be effective only in the specific 

instance and for the specific purpose for which given. 

Section 16. Consent of Noteholder. In any case in which consent of the Noteholder is 

required pursuant to the terms of this Agreement, such consent shall be governed by Section 2.15 

of the Custodial and Paying Agency Agreement. 

Section 17. Payments. All payments to be made by the Purchase Money Note 

Guarantor pursuant to this Agreement shall be made in legal currency of the United States of 

America, in immediately available funds, on the date one business day after written demand 

therefor. 

Section 18. Notices. All notices, requests, demands, and other communications 

required or permitted to be given or delivered under or by reason of the provisions of this 

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

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

electronic mail address as shall be designated by such party in a notice to the other parties. All 

such notices and other communications shall be deemed to be given or made upon the earlier to 

occur of (i) actual receipt (or refusal thereof) by the relevant party hereto and (ii): (A) if 

delivered by hand or by nationally recognized courier service, when signed for (or refused) by 

or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after 

deposit in the mails, postage prepaid; and (C) if delivered by electronic mail (which form of 

delivery is subject to the provisions of this paragraph), when delivered. In no event shall a voice 

mail message be effective as a notice, communication or confirmation hereunder. From time to 

time, any Person may designate a new address for purposes of notice hereunder by notice to such 

effect to the other Persons identified above. 

Address for notices or communications to the Purchase Money Note Guarantor: 

Manager, Capital Markets & Resolutions 

Federal Deposit Insurance Corporation 

550 17th Street, N.W. 

Room F-7014 

Washington, D.C. 20429 

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, VA 22226 

Attention: David Gearin 

Email address: DGearin@fdic.gov 

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FDIC SFR 2010-1 

Form of Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 
Address for notices or communications to the Noteholder: 

Manager, Capital Markets & Resolutions 

Federal Deposit Insurance Corporation 

550 17th Street, N.W. 

Room F-7014 

Washington, D.C. 20429 

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, VA 22226 

Attention: David Gearin 

Email address: DGearin@fdic.gov 

Section 19. Severability. Any provision of this Agreement that is prohibited or 

unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as 

follows: (a) if such provision is prohibited or unenforceable in such jurisdiction only as to a 

particular person or entity or persons or entities 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 entity or persons or entities and/or under such particular 

circumstance or circumstances, as the case may be; (b) without limitation of clause (a), such 

provision shall in any event be ineffective only as to such jurisdiction and only to the extent of 

such prohibition or unenforceability, and such prohibition or unenforceability in such jurisdiction 

shall not invalidate or render unenforceable such provision in any other jurisdiction; and (c) 

without limitation of clauses (a) or (b), such ineffectiveness shall not invalidate any of the 

remaining provisions of this Agreement. Without limitation of the preceding sentence, it is the 

intent of the parties to this Agreement that in the event that in any court proceeding, such court 

determines that any provision of this Agreement is prohibited or unenforceable in any 

jurisdiction (because of the duration or scope (geographic or otherwise) of such provision, or for 

any other reason) such court shall have the power to, and shall, (x) modify such provision 

(including, without limitation, to the extent applicable, by limiting the duration or scope of such 

provision and/or the persons or entities 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 (p) enforce such provision, as so modified pursuant to clause (q), in such 

proceeding. Nothing in this Section 19 is intended to, or shall, limit (x) the ability of any party to 

this Agreement to appeal any court ruling or the effect of any favorable ruling on appeal or (y) 

the intended effect of Section 10. 

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FDIC SFR 2010-1 

Form of Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 
Section 20. Headings. Section titles or captions contained in this Agreement are 

inserted only as a matter of convenience and for reference and in no way define, limit, extend or 

describe the scope of this Agreement or the intent of any provisions hereof. All Section, 

paragraph and clause references contained in this Agreement shall refer to Sections, paragraphs 

and clauses in this Agreement unless otherwise specified. 

Section 21. Limitation of Liability. Neither the Noteholder nor any Affiliate, officer, 

director, employee, attorney, or agent of the Noteholder shall have any liability with respect to, 

and the Purchase Money Note Guarantor hereby waives, releases, and agrees not to sue any of 

them upon, any claim for any special, indirect, incidental or consequential damages suffered or 

incurred by the Purchase Money Note Guarantor in connection with, arising out of or in any way 

related to this Agreement or any of the transactions contemplated by this Agreement. The 

Purchase Money Note Guarantor hereby waives, releases, and agrees not to sue the Noteholder 

or any of its Affiliates, officers, directors, employees, attorneys, or agents for punitive damages 

in respect of any claim in connection with, arising out of, or in any way related to, this 

Agreement or any of the transactions contemplated by this Agreement. 

Section 22. Waiver of Jury Trial. EACH OF THE PURCHASE MONEY NOTE 

GUARANTOR AND THE NOTEHOLDER HEREBY IRREVOCABLY AND 

UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF 

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES 

THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT 

A JURY. 

Section 23. Jurisdiction; Venue and Service. 

(a) Each Noteholder (if such Noteholder is not the FDIC; any Noteholder that 

is not the FDIC, a “Non-FDIC Noteholder”), on behalf of itself and its Affiliates, hereby 

irrevocably and unconditionally: 

(i) consents to the jurisdiction of the United States District Court for 

the Southern District of New York and to the jurisdiction of the United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any of its Affiliates 

commenced by the Purchase Money Note Guarantor or any other Noteholder (if such other 

Noteholder is the FDIC; the Noteholder that is the FDIC, the “FDIC Noteholder”) arising out 

of, relating to, or in connection with this Agreement or any other Ancillary Document, and 

waives any right to: 

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

court or dispute-resolution forum other than the court in which the Purchase Money Note 

Guarantor or the FDIC Noteholder files the suit, action or proceeding without the consent of the 

Purchase Money Note Guarantor or the FDIC Noteholder, as applicable; 

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

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

District of Columbia; or 

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FDIC SFR 2010-1 

Form of Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 
(C) assert that the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia is an 

inconvenient forum. 

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

New York for any suit, action or proceeding against it or any of its Affiliates commenced by the 

Purchase Money Note Guarantor or the FDIC Noteholder arising out of, relating to, or in 

connection with this Agreement or any other Ancillary Document (other than the LLC Operating 

Agreement), and waives any right to: 

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

other court or dispute-resolution forum without the consent of the Purchase Money Note 

Guarantor or the FDIC Noteholder, as applicable; 

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

State of New York; or 

(C) assert that the Supreme Court of the State of New York is 

an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by any Non-FDIC 

Noteholder, or its Affiliates against the Purchase Money Note Guarantor or the FDIC Noteholder 

arising out of, relating to, or in connection with this Agreement or any other Ancillary Document 

in only either the United States District Court for the Southern District of New York or the 

United States District Court for the District 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 Purchase Money Note Guarantor or the FDIC Noteholder, as applicable, and 

agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States 

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

District of Columbia at the option of the Purchase Money Note Guarantor or the FDIC 

Noteholder, as applicable; 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 23(a)(iii), to bring that suit, 

action or proceeding in only the Supreme Court of the State of New York, and waives any right 

to remove or transfer such suit, action or proceeding to any other court or dispute-resolution 

forum without the consent of the Purchase Money Note Guarantor or the FDIC Noteholder, as 

applicable. 

(b) Each Non-FDIC Noteholder, 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 23(a) may be enforced in any court of competent 

jurisdiction. 

(c) Subject to the provisions of Section 23(d), each Noteholder, on behalf of 

itself and its Affiliates, and the Purchase Money Note Guarantor hereby irrevocably and 

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FDIC SFR 2010-1 

Form of Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 
unconditionally agrees that service of all writs, process and summonses in any suit, action or 

proceeding pursuant to Section 23(a) or Section 23(b) may be effected by the mailing of copies 

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

Section 18 (with copies to such other Persons as specified therein); provided, however, that 

nothing contained in this Section 23(c) shall affect the right of any party to serve process in any 

other manner permitted by Law. 

(d) Nothing in this Section 23 shall constitute consent to jurisdiction in any 

court by the FDIC, other than as expressly provided in Section 23(a)(iii) and Section 23(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 24. Counterparts; Facsimile Signature. This Agreement may be executed in 

two (2) or more counterparts, each of which shall be deemed an original but all of which together 

shall constitute but one and the same agreement. This Agreement and any amendments to it, to 

the extent signed and delivered by facsimile or other electronic means, shall be treated in all 

manner and respects as an original agreement and shall be considered to have the same binding 

legal effect as if it were the original signed version thereof delivered in person. No signatory to 

this Agreement shall raise the use of a facsimile machine or other electronic means to deliver a 

signature or the fact that any signature or agreement was transmitted or communicated through 

the use of a facsimile machine or other electronic means as a defense to the formation or 

enforceability of a contract, and each such person or entity forever waives any such defense. 

[Signature page follows.] 

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FDIC SFR 2010-1 

Form of Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 
IN WITNESS WHEREOF, the parties hereto. by their officers duly authorized, intending 

to legally bound, have caused this Purchase Money Note Guaranty Agreement to be duly 

executed. 

FEDERAL DEPOSIT INSURANCE CORPORATION. 

as Purchase Money Note Guarantor 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

in its separate capacities as receiver for each ofthe Failed 

Banks 

By: 

FDIC SFR 2010-1 

Purchase Money Note Guaranty Agreement • 

Pool Nos. 24020 and 24021