Multibank Structured Transaction 2009-1 CML-ADC 

Execution Version 

PURCHASE MONEY NOTES GUARANTY AGREEMENT
 

BY AND BETWEEN 

FEDERAL DEPOSIT INSURANCE CORPORATION 

AND 

FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR 

VARIOUS FAILED FINANCIAL INSTITUTIONS LISTED ON SCHEDULE 1 HERETO
 

Dated as of February 9, 2010 

Multibank Structured Transaction 2009-1 CML -ADC 

Purchase Money Notes Guaranty Agreement 

468-003/AGR/2390426.5 
TABLE OF CONTENTS
 

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

Section 2. Guaranty Absolute ...................................................................................................1 

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

Section 4. Representations and Warranties...............................................................................2 

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

Section 6. Reinstatement of Guaranteed Obligations ...............................................................3 

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

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

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

Section 10. Governing Law ........................................................................................................4 

Section 11. Records and Accounts..............................................................................................4 

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 .............................................................................................5 

Section 17. Payments..................................................................................................................5 

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 

Multibank Structured Transaction 2009-1 CML-ADC 

Purchase Money Notes Guaranty Agreement 

468-003/AGR/2390426.5 
PURCHASE MONEY NOTES GUARANTY AGREEMENT
 

THIS PURCHASE MONEY NOTES GUARANTY AGREEMENT (this “Guaranty 

Agreement”) is entered into as of February 9, 2010, by and between the Federal Deposit 

Insurance Corporation (the “Purchase Money Notes Guarantor”) and the Federal Deposit 

Insurance Corporation as Receiver for various failed financial institutions listed on Schedule 1 

hereto (the “Noteholder”). Capitalized terms used in this Guaranty Agreement and not 

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

reference in, that certain Custodial and Paying Agency Agreement, dated as of February 9, 2010, 

among Multibank 2009-1 CML-ADC Venture, LLC, the Federal Deposit Insurance Corporation, 

in its corporate capacity, as the guarantor of the Purchase Money Notes, the Federal Deposit 

Insurance Corporation, in its capacity as Receiver for various failed financial institutions listed 

on Schedule 1 hereto, as Collateral Agent pursuant to the Reimbursement, Guaranty and Security 

Agreement (as hereinafter defined), and Wells Fargo Bank, N.A. (as amended, supplemented or 

restated from time to time, and including any substantially similar agreement entered into by 

Debtor (as hereinafter defined) and any new or successor custodian and paying agent, the 

“Custodial and Paying Agency Agreement”). 

RECITALS 

WHEREAS, pursuant to that certain Loan Contribution and Sale Agreement, dated as of 

February 9, 2010 (the “Contribution Agreement”), between Multibank 2009-1 CML-ADC 

Venture, LLC (“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 one or more Purchase Money Notes, dated of even date herewith, in 

the aggregate principal face amount of $185,207,975.00 (each a “Purchase Money Note” and 

collectively the “Purchase Money Notes”); and 

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

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

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

Money Notes Guarantor described in this Guaranty Agreement. 

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

Guarantor of a guaranty fee agreed upon by the Purchase Money Notes Guarantor and Debtor 

and paid by the Noteholder on behalf of Debtor, the sufficiency of which is hereby 

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

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

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

payment and performance when due, whether at stated maturity, by acceleration or otherwise, of 

the outstanding principal amount of each Purchase Money Note (the “Guaranteed 

Obligations”). 

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

the Guaranteed Obligations will be paid strictly in accordance with the terms of each Purchase 

[Signature Page to Purchase Money Notes Guaranty Agreement] 

Multibank Structured Transaction 2009-1 CML-ADC 

Purchase Money Notes Guaranty Agreement 

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Money Note 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 Notes Guarantor pursuant to this Guaranty 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 Notes Guarantor consents thereto or has notice thereof): 

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

Note or this Guaranty 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 Notes Guarantor, Debtor or any other person, or any action taken with respect to this 

Guaranty 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 Debtor or any other 

person under any 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 Notes 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 

payment of any of the Guaranteed Obligations or modifying the amount of any of the Guaranteed 

Obligations; (b) amend, modify, alter or supplement any 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 Debtor or any other person; 

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

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

its obligations hereunder. 

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

hereby makes the following representations and warranties to the Noteholder: 

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

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

and to perform its obligations hereunder in accordance with its terms. This Guaranty Agreement 

has been duly executed and delivered by a duly authorized officer of the Purchase Money Notes 

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

Money Notes Guarantor enforceable against it in accordance with its terms. 

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(b) The execution, delivery and performance of this Guaranty 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 Notes Guarantor; (ii) conflict with, result in a breach of or constitute a default under the 

organizational documents of the Purchase Money Notes Guarantor, or any agreement or other 

instrument to which the Purchase Money Notes 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 Notes Guarantor. 

(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 Notes Guarantor, threatened against the Purchase Money Notes Guarantor 

or any of its property that will affect the ability of the Purchase Money Notes Guarantor to 

perform its obligations pursuant to this Guaranty Agreement. 

Section 5. Waiver. Except with respect to the Purchase Money Notes 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 Notes 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 Notes 

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

from its obligations pursuant to this Guaranty Agreement. The Purchase Money Notes 

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

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

knowingly made in contemplation of such benefits. The Purchase Money Notes 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. 

Section 6. Reinstatement of Guaranteed Obligations. This Guaranty Agreement shall in 

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

force and effect until the indefeasible payment in full and in cash of the Guaranteed Obligations, 

(b) shall be binding upon the Purchase Money Notes Guarantor and its successors and assigns 

and (c) shall 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, Debtor or a trustee in bankruptcy for Debtor), then and in such 

event the Purchase Money Notes 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 Guaranty Agreement, any Purchase Money Note or any other instrument 

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evidencing any liability of Debtor, and the Purchase Money Notes 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 Notes 

Guarantor’s obligations and liabilities to the Noteholder under this Guaranty Agreement shall be 

reinstated to such extent and this Guaranty Agreement and any collateral for this Guaranty 

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

this Guaranty Agreement, the Purchase Money Notes 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, will be deemed to 

have assigned to the Purchase Money Notes Guarantor any and all claims it might have against 

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

Guarantor pursuant to this Guaranty Agreement. Upon the request of the Purchase Money Notes 

Guarantor, the Noteholder shall execute written assignments of such claims. 

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

shall occur an “Event of Default” pursuant to the Reimbursement, Guaranty and Security 

Agreement, the Purchase Money Notes Guarantor shall have the right to control any and all 

remedies available to the Noteholder under any 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 Notes Guarantor shall direct. 

Section 9. Information. The Purchase Money Notes Guarantor (a) assumes all 

responsibility for being and keeping itself informed of the financial condition of 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 Notes 

Guarantor assumes and incurs pursuant to this Guaranty Agreement, and (b) agrees that the 

Noteholder shall not have any duty whatsoever to advise the Purchase Money Notes Guarantor 

of information regarding such circumstances or risks. 

Section 10. Governing Law. THIS GUARANTY 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 GUARANTY 

AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. NOTHING IN THIS 

GUARANTY AGREEMENT SHALL REQUIRE ANY UNLAWFUL ACTION OR 

INACTION BY ANY PARTY TO THIS GUARANTY 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 

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Purchase Money Notes Guaranty Agreement 

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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 Notes Guarantor of any of its obligations pursuant to this Guaranty Agreement. 

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

and no delay in exercising, any right pursuant to this Guaranty Agreement or any 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 pursuant to this Guaranty Agreement and each 

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 pursuant to this Guaranty 

Agreement and each 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 Guaranty Agreement shall remain in full force and 

effect with respect to the Purchase Money Notes Guarantor until the earliest of (a) indefeasible 

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

cancellation of each Purchase Money Note in accordance with its terms and (b) two years 

following the Maturity Date (as such term is defined in the last maturing Purchase Money Note, 

including any Reissued Purchase Money Note) of the last maturing Purchase Money Note, 

including any Reissued Purchase Money Note. 

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

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

successors and assigns, in whose favor the provisions of this Guaranty Agreement also shall 

inure and upon whom this Guaranty Agreement also shall be binding; provided that the Purchase 

Money Notes Guarantor may not assign or transfer its obligations pursuant to this Guaranty 

Agreement to any person without the prior written consent of the Noteholder. 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 Guaranty 

Agreement shall be effective unless it is in writing and signed by the Noteholder and the 

Purchase Money Notes Guarantor, and no waiver of any provision of this Guaranty Agreement, 

and no consent to any departure by the Purchase Money Notes Guarantor therefrom, shall be 

effective unless it is in writing and 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 Guaranty Agreement, such consent shall be governed by 

the provisions of the Custodial and Paying Agency Agreement. 

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

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

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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 

Guaranty 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 Notes Guarantor: 

Manager, Capital Markets & Resolutions 

Federal Deposit Insurance Corporation 

550 17th Street, N.W. 

Room F-7014 

Washington, D.C. 20429 

Attention: Ralph Malami 

E-Mail 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 

E-Mail Address: DGearin@fdic.gov 

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Purchase Money Notes Guaranty Agreement 

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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 

E-Mail 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 

E-Mail Address: DGearin@fdic.gov 

Section 19. Severability. Any provision of this Guaranty 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 Guaranty Agreement. Without limitation of the preceding sentence, 

it is the intent of the parties to this Guaranty Agreement that in the event that in any court 

proceeding, such court determines that any provision of this Guaranty 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 Guaranty 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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Section 20. Headings. Section titles or captions contained in this Guaranty 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 Guaranty Agreement or the intent of any provisions hereof. All 

Section, paragraph and clause references contained in this Guaranty Agreement shall refer to 

Sections, paragraphs and clauses in this Guaranty 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 Notes 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 Notes Guarantor in connection with, arising out of or in any 

way related to this Guaranty Agreement or any of the transactions contemplated by this Guaranty 

Agreement. The Purchase Money Notes 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 Guaranty Agreement or any of the transactions contemplated by this Guaranty 

Agreement. 

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

GUARANTOR AND THE NOTEHOLDER HEREBY IRREVOCABLY AND 

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

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS GUARANTY 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 Notes 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 Guaranty Agreement or any 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 Notes 

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

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

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

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

District of Columbia; or 

(C) assert that the United States District Court for the Southern 

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

inconvenient forum. 

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

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

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

connection with this Guaranty Agreement or any 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 Notes 

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 Notes Guarantor or the FDIC 

Noteholder arising out of, relating to, or in connection with this Agreement or any 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 Notes 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 Notes 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 Notes 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, 

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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 Notes Guarantor hereby irrevocably and 

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 Guaranty 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 Guaranty 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 Guaranty 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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OMITTED OMITTED
Schedule 1
 

List of Various Failed Financial Institutions
 

Bank Name City State Fund Closing Date 

Columbian Bank and Trust Topeka KS 10011 August 22, 2008 

Integrity Bank Alpharetta GA 10012 August 29, 2008 

Silver State Bank Henderson NV 10013 September 5, 2008 

Freedom Bank Bradenton FL 10019 October 31, 2008 

Security Pacific Bank Los Angeles CA 10020 November 7. 2008 

Franklin Bank, SSB Houston TX 10021 November 7, 2008 

The Community Bank Loganville GA 10022 November 21, 2008 

First Georgia Community Bank Jackson GA 10025 December 5, 2008 

Haven Trust Bank Duluth GA 10027 December 12, 2008 

Bank of Clark County Vancouver WA 10029 January 16, 2009 

1st Centennial Bank Redlands CA 10030 January 23, 2009 

MagnetBank Salt Lake City UT 10031 January 30, 2009 

FirstBank Financial Services McDonough GA 10036 February 6, 2009 

Silver Falls Bank Silverton OR 10041 February 20, 2009 

FirstCity Bank Stockbridge GA 10047 March 20, 2009 

Omni National Bank Atlanta GA 10048 March 27, 2009 

Sch 1-1 

Multibank Structured Transaction CML-ADC 2009-1 

Purchase Money Notes Guaranty Agreement 

468-003/AGR/2390426.5