THIS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE 

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

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

STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND THE 

ISSUER HAS NOT BEEN REGISTERED UNDER THE U.S. INVESTMENT 

COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY 

ACT"). THE HOLDER HEREOF, BYITS ACCEPTANCE OF THIS PURCHASE 

MONEYNOTE, REPRESENTS THAT IT HAS OBTAINED THIS PURCHASE 

MONEY NOTE IN A TRANSACTION IN COMPLIANCE WITH THE SECURITIES 

ACT, THE INVESTMENT COMPANY ACT, ALL OTHER APPLICABLE LAWS OF 

THE UNITED STATES OR ANY OTHER JURISDICTION AND THE 

RESTRICTIONS ON SALE AND TRANSFER SET FORTH IN THE CUSTODIAL 

AND PAYING AGENCY AGREEMENT REFERRED TO IN THIS PURCHASE 

MONEY NOTE (THE "CUSTODIAL AND PAYING AGENCY AGREEMENT'). 

THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS PURCHASE MONEY 

NOTE, FURTHER REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT 

WILL NOT REOFFER, RE~ELL, PLEDGE OR OTHERWISE TRANSFER THIS 

PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) EXCEPT IN 

COMPLIANCE WITH THE SECURITIES ACT, THE INVESTMENTCOMPANY 

ACTAND ALL OTHER APPLICABLE LAWS OF ANY JURISDICTION AND IN . 

ACCORDANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS 

SPECIFIED IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT 

REFERREDTO HEREIN (A)TO A TRANSFEREE (1) THAT IS A "QUALIFIED 

PURCHASER" WITHIN THE MEANING OF SECTION 3(c)(7) OF THE 

INVESTMENT COMPANY ACT PURCHASING FOR ITS OWN ACCOUNT OR 

FOR THE ACCOUNT OF A QUALIFIED PURCHASER, (2) THAT (I) WAS NOT 

FORMED FOR THE PURPOSE OF INVESTING IN THE ISSUER (EXCEPT WHEN 

EACH BENEFICIAL OWNER OF THE PURCHASER IS A QUALIFIED 

PURCHASER), (II) HAS RECEIVED THE NECESSARY CONSENT FROM ITS 

BENEFICIAL OWNERS IF THE PURCHASER IS A PRIVATE INVESTMENT 

COMPANY FORMED BEFORE APRIL 30, 1996, (III) IS NOT A BROKER-DEALER 

THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN 

U.S.$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (IV) IS NOT A 

PENSION, PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN 

IN WHICH THE PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS 

APPLICABLE, MAY DESIGNATE THE PARTICULAR INVESTMENTS TO BE 

MADE, AND IN A TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS 

OF ANY APPLICABLE INVESTMENT COMPANY ACT EXEMPTION AND {V) 

AGREES TO PROVIDE NOTICE TO ANY SUBSEQUENT TRANSFEREE OF THE 

TRANSFER RESTRICTIONS PROVIDED IN THIS LEGEND AND (3) THAT IS A 

PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 

INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE 

SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE 

ACCOUNT OF A "QUALIFIED INSTITUTIONAL BUYER" IN COMPLIANCE 

WITH RULE 144A UNDER THE SECURITIES ACT OR (B) TO A TRANSFEREE (1) 

THAT IS NOT A U.S. PERSON (AS DEFINED IN REGULATIONS OF THE 

AmTrust • Pun:hase Money Note Rule 144A 

EXECUTION VERSION 
SECURITIES ACT) AND IS ACQUIRING THIS PURCHASE MONEY NOTE IN AN 

OFFSHORE TRANSACTION (AS DEFINED IN REGULATIONS OFTHE 

SECURITIES ACT) IN COMPLIANCE WITH RULE 903 OR RULE 904 OF 

REGULATIONS UNDER THE SECURITIES ACT AND (2) THAT IS NOT A "U.S. 

RESIDENT', WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT 

AND, IN THE CASE OF BOTH CLAUSES (A) AND (B), IN A PRINCIPAL 

AMOUNT OF NOT LESS THAN U.S.$250,000 FOR THE PURCHASER AND FOR 

EACH ACCOUNT FOR WHICHIT IS ACTING. EACH PURCHASER OR 

TRANSFEREE OF THIS PURCHASE MONEY NOTE WILL BE DEEMED TO HAVE. 

MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT. 

THIS PURCHASE MONEY NOTE IS NOT TRANSFERABLE EXCEPT IN 

ACCORDANCE WITH THE RESTRICTIONS DESCRIBED HEREIN AND IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT. ANY SALE OR TRANSFER 

IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT', 

WILL BE VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY 

1 RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO 

THE CONTRARY TO THE ISSUER, THE PAYING AGENT OR ANY 

INTERMEDIARY; EACH TRANSFEROR OF THIS PURCHASE MONEY NOTE 

AGREES TO PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH 

HEREIN AND IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT TO 

THE TRANSFEREE. IN ADDITION TO THE FOREGOING, THE ISSUER HAS THE 

RIGHT, UNDER THE CUSTODIAL AND PAYING AGENCY AGREEMENT, TO 

COMPEL ANY OWNER OF A BENEFICIAL INTEREST IN THIS PURCHASE 

MONEY NOTE THAT IS A NON-PERMITTED HOLDER (AS DEFINED IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT) TO SELL ITS INTEREST IN 

THE PURCHASE MONEY NOTE, OR MAY SELL SUCH INTEREST ON BEHALF 

OF SUCH OWNER. 

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PAYABLE AS SET 

FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS 

PURCHASE MONEY NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT 

SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE 

MONEY NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY 

INQUIRY OF THE PAYING AGENT. 

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY 

NOTE (OR ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE 

REPRESENTED AND WARRANTED THAT AT THE TIME OF ITS ACQUISITION 

AND THROUGHOUT THE PERIOD OF ITS H.OLDING AND DISPOSITION OF 

THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) EITHER (A) IT IS 

NOT, AND IS NOT ACTING ON BEHALF OF OR USING THE ASSETS OF, A 

PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME . 

SECURITY ACT OF 1974, AS AMENDED ("ERISA'') OR SECTION 4975 OF THE . 

INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),OR A 

AmTrust • Purcbase Money Note Rule l44A 

EXECUTION VERSION 
FOREIGN, GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY 

FOREIGN, FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY 

SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 

OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, 

HOLDING (INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF RIGHTS 

HEREUNDER) AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY · 

INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN ANON-EXEMPT 

PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 

4975 OF THE CODE (OR, IN THE CASE OF A FOREIGN, GOVERNMENTAL OR 

CHURCH PLAN, A VIOLATION OF ANY SUBSTANTIALLY SIMILAR FOREIGN, 

FEDERAL, STATE OR LOCAL LAW). 

ANY TRANSFER, PLEDGE OR OTHER USE OF THIS PURCHASE MONEY 

NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL 

SINCE THE REGISTERED OWNER HEREOF, THE FEDERAL DEPOSIT 

INSURANCE CORPORATION, AS RECEIVER FOR AMTRUST BANK OF 

CLEVELAND, OHIO, HAS AN INTEREST HEREIN, UNLESS THIS PURCHASE 

MONEY NOTE IS PRESENTED BY ANAUTHORIZED REPRESENTATIVE OF .. ' . 

THE FEDERAL DEPOSIT INSURANCE CORPORATION, AS RECEIVER FOR 

AMTRUST BANK OF CLEVELAND;OHIO, TO THE ISSUEROR ITS AGENT FOR 

REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT ANDANY '·' 

PURCHASE MONEY NOTE ISSUED IS REGISTERED IN THE NAME OF THE 

FEDERAL DEPOSIT INSURANCE CORPORATION, AS RECEIVERFORAMTRUST BANK OF CLEVELAND, OHIO, OR OF SUCH OTHER ENTITY AS IS 

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE FEDERAL 

DEPOSIT INSURANCE CORPORATION, AS RECEIVER FOR AMTRUST BANK 

OF CLEVELAND, OHIO (AND ANY PAYMENT HEREON IS MADE TO THE 

FEDERAL DEPOSIT INSURANCE CORPORATION, AS RECEIVER FOR , 

AMTRUST BANK OF CLEVELAND, OHIO). 

FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE 

INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS PURCHASE MONEY 

NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU MAY 

CONTACT THE FEDERAL DEPOSIT INSURANCE CORPORATION AT 550 17TH 

STREET, N.W., ROOMF-7014, WASHINGTON, D.C. 20429,ATTENTION: RALPH 

MALAMI, AND THE FDIC WILL PROVIDE YOU WITH THE ISSUE PRICE AND 

THE YIELD TO MATURITY OF THIS PURCHASE MONEY NOTE. 

THE FAlLURE TO PROVIDE THE ISSUER, THE CUSTODIAN OR THE , 

PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX 

CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS 

A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 770l(A)(30) 

OF THE CODE OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS 

NOT A ''UNITED STATES PERSON, WITHIN THEMEANING OF SECTION 

AmTrust- Plm:hase Money Note Rule 144A 

EXECUTION VERSION 
7701(A)(30) OF THE CODE) MAY RESULT IN THE IMPOSITION OF U.S. 

FEDERAL BACK-UP WITHHOLDING UPON PAYMENTS TO THE HOLDER IN 

RESPECT OF THIS PURCHASE MONEY NOTE. 

INTERESTS IN THIS NOTE MUST BE HELD IN MINIMUM 

DENOMINATIONS OF U..S. $250,000 AND INTEGRAL MULTIPLES OF U.S. $1,000 

IN EXCESS THEREOF. 

AmTJUSt- Purehase Money NoteRule t44A 

EXECUTION VERSION 
PURCHASE MONEY NOTE 


Certificate No.: 1 144A 

ISIN No.: N/A 

CUSIP No.: N/A 

$169,461,110.24 July 9, 2010 

FOR VALUE RECEIVED, AmTrust-NP SFR Venture, LLC, a Delaware limited 

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

pay to the order ofThe Federal Deposit Insurance Corporation, as receiver for AmTrust 

Bank ofCleveland, Ohio, or its successors and registered assigns, the principal sum of 

$169,46.1,11 0.24 United States Dollars) (or such other amount as shall be the outstanding 

principal amount ofthis Purchase Money Note shown on Schedule A hereto). No interest 

shall accrue on the outstanding principal amount ofthis Purchase Money Note. The 

entire outstanding principal amm.mt ofthis Purchase Money Note shall be due and 

payable on July 25, 2012 (the "Maturity Date") or such earlier date as such amount shall 

become due and payable pursuant to the terms ofthis Purchase Money Note. 

The principal ofthis Purchase Money Note is payable in such coin or cmTency of 

the United States ofAmerica as at the time ofpayment is legal tender for payment of 

public and private debts. All payments made by the Issuer with respect to this Purchase 

Money Note shall be subject to the priority ofpayments set forth in Section 5.1 ofthe 

Custodial and Paying Agency Agreement dated as ofJuly 9, 2010 by and among the 

Issuer, the Federal Deposit Insurance Corporation (in any capacity, the "FDIC''), in its 

corporate capacity, as the guarantor ofthe Purchase Money Note, the FDIC, as receiver 

for AmTrust Bank ofCleveland, Ohio (in such capacity, the "Receiver") and as 

Collateral Agent pursuant to the Reimbursement and Security Agreement, and Citibank, 

N.A. (in its capacity as "Custodian" and "Paving Agent") (as amended, supplemented 

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

into by Issuer and any new or successor custodian and paying agent, the "Custodial and 

Paying Agency Agreement''). This Purchase Money Note is subject to all tenns ofthe 

Custodial and Paying Agency Agreement. Unless otherwise defined herein, 'capitalized 

terms used in this Purchase Money Note have the meanings provided in, or by reference 

in, the Custodial and Paying Agency Agreement. 

This Purchase Money Note may not be prepaid, in whole or in part, without the 

prior written consent ofthe Purchase Money Note Guarantor. Any amount repaid or 

prepaid pursuant to this Purchase Money Note may not he reborrowed. 

The Hold~, by acceptance ofthis Purchase Money Note, covenants and agrees 

that no recourse may be taken, directly or indirectly, with respect to the rights ofthe 

Issuer pursuant to the Custodial and Paying Agency Agreement or any Ancillary 

Documents or under any certificate or other writing delivered in connection therewith, 

against the Paying Agent or the Servicer or any oftheir Affiliates. 

AmTrust • Purebase Money Note Rule 144A 

EXEClfi'JON VERSION 
Payment on this Purchase Money Note will be made by the Paying Agent by wire 

transfer ofimmediately available funds to such account as may be specified from time to 

time by the Holder to the Paying Agent in writing or, at the option ofthe Holder hereof, 

by check to such address as the Holder shall have designated to the Paying Agent in 

writing, in each case without the presentation or surrender ofthis Purchase Money Note 

or the making ofany notation hereon. Notwithstanding the foregoing, the final payment 

.on this Purchase Money Note wi11 be made only upon presentation and surrender ofthis 

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

Agent in New York, New York. Ifany payment ofprincipal of, or any other amount 

owed by the Issuer pursuant to, this Purchase Money Note becomes due and payable on a 

day other than a Business Day, ·the maturity thereof shall be extended to the next 

succeeding Business Day. 

This Purchase Money Note is limited in right ofpayment to certain collections 

and recoveries respecting the Loaris, all as more specifically set forth in the Custodial and 

Paying Agency Agreement. As provided in the Custodial and Paying Agency 

Agreement, deposits and withdrawals from the Accounts may be made ~y the Paying 

Agent from time to time for purposes other than distributions to the Holder. · 

This Purchase Money Note is a registered note and may be transferred only upon 

surrender to the Paying Agent(with concurrent written notice to the Issuer ofthe 

requested transfer) ofthis Purchase Money Note for registration and transfer, duly 

endorsed by, or accompanied by a written instrument oftransfer duly executed by, the 

registered holder hereofor its attorney duly authorized in writing. Upon surrender ofthis 

Purchase Money Note as above provided, together with the name, address and other 

information for notices ofthe transferee, the Paying Agent shall promptly register the 

transfer, record the transfer on this Purchase Money Note and deliver the same to the 

transferee. A transfer ofthis Plirchase Money 'Note shall be effective upon registration of 

the transfer by the Paying Agent. Prior to registration ofsuch a transfer, the Person in 

whose name this Purchase Money Note is registered shall be deemed the owner and 

Holder thereof for all purposes hereof, and the Issuer shall not be affected by any notice 

or knowledge to the contrary. · 

Upon request by a transferee ofthis Purchase Money Note that a new Purchase 

Money Note be issued or upon receipt by the Issuer ofevidence reasonably satisfactory to 

it ofthe ownership ofand the loss, theft, destruction or mutilation ofthis Purchase 

Money Note and (a) in the case ofloss, theft or destruction, ofindemnity reasonably 

satisfactory to it, or (b) in the case ofa request by a transferee that a new Purchase 

Money Note be issued or in the case ofmutilation, upon surrender and cancellation ofthe 

Purchase Money Note, within two Business Days thereafter, the Issuer shall execute and 

deliver, in lieu thereof, a new Purchase Money Note. 

The Paying Agent, the Servicer, the Issuer and any agent ofany ofthe foregoing, 

may treat the Person in whose name this Purchase Money Note is registered as the owner 

and Holder hereof for all purposes, and none ofthe foregoing shall be affected by notice 

to the contrary. 

AmTrust - Purchase MoneyNote Rule 144A 


EXECUTION VERSION 

The occurrence or continuance of any one or more ofthe following events, 

whether such occurrence is voluntary orinvoluntary or comes aboutor is effected by 

operation ofLaw or otherwise, shall constitute an "Event ofDefault" pursuant to this 

Purchase Money Note: 

(a) the occurrence ofany "Event ofDefault," as defined in the 

Reimbursement and Security Agreement other than an Insolvency Event with respect to 

the Issuer; or 

(b) the occurrence ofan Insolvency Event with respect to the Issuer . 

. Upon the occurrence of an Event ofDefault specified in panigraph (a) above, the 

Holder may, with the consent ofthe Purchase Money Note Guarantor, and the Holder 

shall, at the direction ofthe Purchase· Money Note Guarantor, in addition to any other 

available remedy, by notice in writing to the Issuer, declare this Purchase Money Note to 

be immediately due and payable, together with any other amounts owc;xl by the Issuer 

pursuant to this Purchase Mon~y Note, and ondelivery ofsuch a notice, the unpaid 

principal amount ofthis Purchase Money Note and any other amounts owed by the Issuer 

pursuant to this Purchase Money Note, shall forthwith become immediately due and 

payable without the necessity ofany presentment, demand, protest or any other notice of 

any kind, all ofwhich are h~eby expressly waived by the Issuer. Ifan Event ofDefault 

specified in paragraph (b) above occurs, this Purchase Money Note shall forthwith 

automatically become immediately due and payable, both as to principal and as to any 

other amounts owed by the Issuer pursuant to this Purchase Money Note, without any 

action on the part ofthe Holder and without the consent ofthe Purchase Money Note 

Guarantor. 

If and to the extent the Purchase Money Note Guarantor makes any payment to 

the Holder pursuant to or in connection with the Purchase Money Note Guaranty, the 

Purchase Money Note Guarantor shall be subrogated to all ofthe rights ofthe Holder 

with respect to any claim to which such payment relates to the extent ofsuch payment, 

and the Holder, upon acceptance ofany such payment, will be deemed to have assigned 

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

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

Guarantor pursuant to the Purchase Money Note Guaranty. Upon the request ofthe 

Purchase Money Note Guarantor, the Holder shall execute written assignments ofsuch 

claims. 

No delay, omission or waiver on the part ofthe Holder in exercising any right 

pursuant to this Purchase Money Note shall operate as a waiver ofsuch right or any other 

right ofthe Holder, nor shall any delay, omission or waiver on any one occasion be 

deemed a bar to or waiver ofthe same or any other right on any future occasion. Ex.cept 

as otherwise set forth herein, the rights and remedies ofthe Holder are cumulative and 

not exclusive ofany rights or remedies the Holder would otherwise have. 

AmTrust • Purchase Money Note Rule 144A . 

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

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

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

Purchase Money Note in full and when due, whether in respect to principal or any other 

amount owed by the Issuer pursuant to this Purchase Money Note, without notice, 

demand, counterclaim, setoff, deduction, defense, abatement, suspension, limitation, 

deferment, diminution, recoupment or other right that the Issuer may have against the 

Holder hereofor any other Person, but subject in all respects to the priority ofpayment 

set forth in Section 5.1 ofthe Custodial and Paying Agency Agreement, and the Issuer 

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

with the terms hereof), right ofcounterclaim, setoffor recoupment, or other right whichit 

may have against the Holder hereofor any other Person. · · · 

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

to be given or delivered under or by reason ofthe provisions ofthis Purchase Money 

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

electronic mail address ofthe 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(a) actual receipt(or refusal thereof) by the relevant 

party hereto and (b} (i)ifdelivered by hand or by nationally recognized coutier serytce~ · when signed for (or refused) byor on behalfofthe relevant party hereto; ii) ifdelivered 

by mail, four (4) Business Days after deposit in the mails, postage prepaid; alld (iii) if 

delivered by electronic mail (which form ofdelivery is subject to the provisions ofthis 

paragraph), when delivered. In no event shall a voice mail message be effective as a 

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

Ifto the Issuer, to: 

AmTrust-NP SFR Venture, LLC 


4282 North Freeway 


Fort Worth, Texas 76137 


Attention: Dennis G. Stowe 


Email 


with a copy to: 

Phillip J. Kardis, II, Esq. 


K&L Gates LLP 


1601 K Street, NW 


Washington, DC 20006 


Email 


and ifto the Holder hereof, to: 

AmTrust- Purehase Money NoteRule 144A 

EXECUTION VERSION 
Manager, Capital Markets & Resolutions 

c/o Federal Deposit Insurance Corporation 

550 17th Street, N.W. 

Room F-7014 

Washington, D.C. 20429-0002 

Attention: Ralph Mala.mi 

E-Mail Address: RMalami@fdic.gov 

with copies 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 

In case any one or more ofthe provisions hereofshould be invalid, illegal or 

unenforceable inany respect, the validity~.Jegalitya:pd enforceability ofthe remaining 

provisions contained herein shall not in any waybe affecte.d or impaired thereby. 

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

and the term "Issuer'' herein shall include the successors ofthe Issuer. 

The terms ofthis Purchase Money Note may be amended from time to time only 

by the written agreement ofthe Issuer and the Holder, subject in all instances to the terms 

ofthe Purchase Money Note Guaranty. · 

In any case in which consent ofthe Holder is required pursuant to the terms of 

this Purchase Money Note, such consent shall be governed by the provisions ofthe 

Custodial and Paying Agency Agreement. 

This Purchase Money Note and the rights and the duties ofthe Issuer and the 

Holder pursuant to this Purchase Money Note shall be governed by and construed in 

accordance with federal law, but iffederal law does not provide a rule ofdecision, it shall 

be governed by and construed in accordance with the law ofthe State ofNew York, 

excluding any conflict oflaws rule or principle that might refer the governance or the 

construction ofthis Purchase Money Note to the law ofanotherjurisdiction. 

(a) Each ofthe Issuer and each Holder (ifsuch Holder is not the 

FDIC; any Holder that is not the FDIC, a "Non-FDIC Holder"), on behalfofitselfand 

its Affiliates, irrevocably and unconditionally: 

AmTrust- Purchase Mooey NoteRule 144A 

EXEClTTION VERSION 
(i) consents to the jurisdiction ofthe United States District 

Court for the Southern District ofNew York and to the jurisdiction ofthe United States 

District Court for the District ofColumbia for any suit, action or proceeding against it or 

any ofits Affiliates commenced by any Holder (ifsuch Holder is the FDIC; the Holder 

that is the FDIC, the "FDIC Holder") arising out of, relating to, or in connection with 

this Purchase Money Note or any 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 FDIC Holder files 

the suit, action or proceeding without the consent ofthe FDIC Holder; 

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

States District Court for the Southern District ofNew York or the United States District 

Court for the District o Columbia; or 

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

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

Columbia is an inconvenient forum. 

(ii) consents to the jurisdiction ofthe Supreme Court ofthe 

State ofNew York fof any suit, action or proceeding against it or any ofits Afflliates 

commenced by the FDIC Holder arising outof, relating to~ or'in connection with this 

Purchase Money Note 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 ofthe FDIC Holder; 

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

ofthe State ofNew York; or 

(C) assert that the Supreme Court ofthe State ofNew 

York is an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by the Issuer, 

each Non-FDIC Holder, or its Affiliates against the FDIC Holder arising out of, relating 

to, or in connection with this Purchase Money Note or any Ancillary Document in only 

either the United States District Court for the Southern District ofNew York or the 

United States District Court for the District ofColumbia, and waives any right to remove 

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

without the consent ofthe FDIC Holder, and agrees to consent thereafter to transfer ofthe 

suit, action or proceeding to either the United States District Court for the Southern 

District ofNew York or the United States District Court for the District ofColumbia at 

the option ofthe FDIC Holder; and 

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

District ofNew York and the United States District Court for the District ofColumbia 

AmTrust- Pun:hase Money NoteRule 144A 

EXECUTION VERSION 
both Jack jurisdiction to hear a suit, action or proceeding falling within paragraph (a)(ili) 

above, to bring that suit, action or proceeding in only the Supreme Court ofthe 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 ofthe FDIC Holder. 

(b) Each ofthe Issuer and each Non-FDIC Holder, on behalfofitself 

and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment 

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

be enforced in any court of competent jurisdiction. 

(c) Subject to the provisions ofparagraph (d), each ofthe Issuer and 

each Holder, on behalfofitselfand its Affiliates, hereby irrevocably and unconditionally 

agrees that s~ice ofall writs, process and summonses in any suit, action or proceeding 

pursuant to paragraph (a) or paragraph (b) above may be effected by the mailing of 

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

notices set forth in this Purchase Money Note (with copies to such other Persons as 

specified herein); provided, however, that nothing contained in this paragraph (c) shall 

affect the right ofany party to serve process in any other manner permitted by Law. 

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

shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly 

providedirrparagraph{a)(iii) and paragraph (a)(iv) above, or in any way limit the FDIC's 

right toremove, transfer, seek to dismiss, or otherwise respond to any suit, action, or 

proceeding against it in any forum. 

EACH OF THE ISSUER AND THE HOLDER HEREBY IRREVOCABLY 

AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL 

BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS 

PURCHASE MONEY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL 

BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

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

corresponding Temporary RegulationS Global Note or RegulationS Global Note or for 

the corresponding Certificated Note, in each case subject to the restrictions as set forth in 

the Custodial and Paying Agency Agreement. 

This Note is subject to mandatory exchange for the corresponding Certificated 

Note under the limited circumstances set forth in the Custodial and Paying Agency 

Agreement. 

Upon redemption, repayffient, exchange ofor increase in any interest represented 

by this Note, this Note shall be endorsed on Schedule A hereto to reflect the reduction of 

or increase in the principal amount evidenced hereby. 

Title to this Purchase Money Note shall pass by registration in the Purchase 

Money Note Register kept by the Purchase Money Note Registrar, which initially shall be 

the Paying Agent. 

AmTrust· Purchase MoneyNote Rule J44A 

EXECUTION VERSION 
No service charge shall be made for registration oftransfer or exchange ofthis 

Purchase Money Note, but the Paying Agent may require payment of a sum sufficient to 

cover any tax or other governmental charge payable in connection therewith. 

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, 

manually or in facsimile, by its Initial Member as ofthe date first shown above. 

AmTrust-NP SFR Venture, LLC 

By: 	 Federal Deposit Insurance Corporation, 

as Receiver for AmTrust Bank of 

AmTrust· Purchase Money Note Rule 144A 

EXECtJriON VERSION 
SCHEDULE A 

SCHEDULE OF EXCHANGES OR REDEMPTIONS 

The fo1Iowing exchanges, redemptions, repayments ofor increase in the whole or a part ofthe 

Purchase Money Note represented by this Note have been made: 

Date exchange/ 

redemption/repayment/ 

increase made 

Part ofprincipal amount of 

this Note 

Original principal exchanged/redeemed/ 

amount ofthis Note repaid/increased 

Remaining Principal 

amount ofthis Note: 

following such 

exchange/redemption/ 

repayment/increase 

Notation made by 

or on behalf ofthe 

Issuer· 

. 

A-1 

AmTrust · Purchase Money Note Rule 144A 

EXECt..mON VERSION