FDIC SFR 2010-2 


CLASS A PURCHASE MONEY NOTE 


(GLOBAL 144A NOTE) 


Maturity Date: June 25, 2017 


Certificate No.: 1 

Issuance Date: June 25, 2010 

Initial Payment Date: July 25, 2010 

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, BY ITS ACCEPTANCE OF THIS PURCHASE MONEY 

NOTE, REPRESENTS THAT IT HAS OBTAINED THIS PURCHASE MONEY NOTE IN A 

TRANSACTION IN COMPLIANCE WITH THE SECURITIES ACT, THE INVESTMENT 

COMPANY ACT AND ALL OTHEBirt~·uJuS F THE UNITED STATES OR

ANY OTHER JURISDICTION, A • ·. S ON SALE AND TRANSFER 

SET FORTH IN THE CUSTODIAL . ·. GEN AGREEMENT. THE HOLDER 

HEREOF, BY ITS ACCEPTANCE OF THIS PURCHASE MONEY NOTE, FURTHER 

REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, 

Rf1SELL, PLEDGE OR OTHERWISE TRANSFER THIS PURCHASE MONEY NOTE (OR 

ANY INTEREST HEREIN) EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, 

THE INVESTMENT COMPANY ACT AND ALL OTHER APPLICABLE LAWS OF ANY 

JURISDICTION AND IN ACCORDANCE WITH THE CERTIFICATIONS AND OTHER 

REQUIREMENTS SPECIFIED IN THE CUSTODIAL AND PAYING AGENCY 

AGREEMENT REFERRED TO HEREIN (A) TO A TRANSFEREE 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 SECURITIES ACT) AND IS ACQUIRING THIS PURCHASE MONEY NOTE .IN AN 

OFFSHORE TRANSACTION {AS DEFINED IN REGULATIONS OF THE SECURITIES 

ACT) IN COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATION S 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) AND, IN EACH CASE, TO A TRANSFEREE (I) THAT IS ALSO 

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

INVESTMENT COMPANY ACTPURCHASING FOR ITS OWN ACCOUNT OR FOR THE 

1 

FDJC SFR2010-2 

Class AGloba1 Note 

Pool Nos. 24020 and 24021 

NY2 2053682.3 
ACCOUNT OF A QUALIFIED PURCHASER AND (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 BEl'ORE APRIL 30, 199~, (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, (v) WILL PROVIDE NOTICE TO ANY 


SUBSEQUENT TRANSFEREE OF THE TRANSFER RESTRICTIONS PROVIDED IN THIS 


LEGEND, (vi) WILL HOLD AND TRANSFER PURCHASE MONEY NOTES IN AN 


AMOUNT OF NOT LESS THAN U.S.$250,000 FOR IT OR FOR EACH ACCOUNT FOR 


WHICH IT IS ACTING, (Yii) WILL PROVIDE THE ISSUER AND PAYING AGENT FROM 


TIME TO TIME SUCH INFORMATION AS THEY MAY REASONABLY REQUEST IN 


ORDER TO ASCERTAIN COMPLIANCE WITH THIS LEGEND AND (viii) 


UNDERSTANDS THAT THE COMPANY MAY RECEIVE A LIST OF PARTICIPANTS 


HOLDING POSITIONS IN ITS SECURITIES FROM ONE OR MORE BOOK-ENTRY 


DEPOSITORIES. EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY 

NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND 

AGREEMENTS SET. FORTH 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 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 TillS PURCHASE MONEY NOTE OR TO SELL SUCH INTEREST ON BEHALF OF 

SUCH OWNER. 

PRIOR TO PURCHASING ANY PURCHASE MONEY NO"l"E, PURCHASERS 

SHOULD CONSULT COUNSEL WITH RESpECT TO THE AVAILABILITY AND 

CONDITIONS OF EXEMPTIONS FROM THE RESTRICTIONS ON RESALE OR 

TRANSFER. THE ISSUER HAS NOT AGREED TO REGISTER THE PURCHASE MONEY 

2 

FDIC SFR 20/0-2 

Class A Globai Note 


Pool Nos. 24020 and 24Q2I 


NY2 20536823 

NOTE UNDER TilE SECURITIES ACT, TO QUALIFY 1HE :PURCHASE MONEY NOTE 

UNDER THE SECURITIES LAWS OF ANY STATE OR TO PROVIDE REGISTRATION 

RIGHTS TO ANY NOTEHOLDER: 

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PAYABLE.AS SET FOR1H 

HEREIN. ACCORDINGLY, TirE OUTSTANDING PRINCIPAL OF THIS PURCHASE 

MONEY NOTE AT ANYTIME MAY BE LESS 1HAN TilE 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 (OR ANY 

INTEREST HEREIN) WHO IS A PLAN TRUSTEE OR IS ACTING ON BEHALF OF A 

PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY 

ACT OF 1974, AS AMENDED ("ERISA"), OR TO SECTION 4975 OF THE INTERNAL 

REVENUE CODE (THE "INTERNAL REVENUE CODE"), OR A PLAN WHICH IS 

SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW SUBSTANTIALLY SIMILAR TO 

SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE 

("SIMILAR LAW"), OR USING PLAN ASSETS TO EFFECT SUCH TRANSFER SHALL 

BE DEEMED TO HAVE REPRESENTED THAT TilE. ACQUISITION AND HOLDING OF 

THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) WILL NOT GIVE RISE 

TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR 

SECTION 4975 OF 1HE INTERNCc. E R A VIOLATION OF ANY 

SIMILAR LAW. 

ANY TRANSFER, PLEDGE . 0 E OF S PURCHASE MONEY NOTE 

FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE 

REGISTERED OWNER HEREOF, CEDE.& CO., HAS AN INTEREST HEREIN, UNLESS 

1HIS PURCHASE MONEY NOTE IS PRESENTED BY AN AUTHORIZED 

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY("DTC"), NEW YORK, 

NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, 

EXCHANGE OR PAYMENT AND ANY PURCHASE MONEY NOTE ISSUED IS 

REGISTERED IN 1HE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS 

REQUESTED BY AN AU1HQRIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT 

HEREON IS MADE TO CEDE & CO.). 

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

REVENUE CODE, THIS PURCHASE MONEY NOTE IS BEING ISSUED WITH ORIGINAL 

ISSUE I.iiSCOUNT. YOU MAY CONTACT THE FEDERAL DEPOSIT INSURANCE 

CORPORATION AT 550 171H STREET, N.W., ROOM F-7014, WASHINGTON, D.C. 20429, 

ATTENTION: RALPH MALAMI, AND 1HE FDIC WILL PROVIDE YOU WITH THE 

ISSUE PRICE AND 1HE YIELD TO MATURITY OF THIS PURCHASE MONEY NOTE. 

1HE FAILURE TO PROVIDE THE ISSUER, 1HE CUSTODIAN OR THE PAYING 

AGENT Willi THE APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS 

(GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR 

3 

FDIC SFR 2010·2 

Oass A Global Note 

Pool Nos. 24020 and 24021 

NY:! 2053682.3 
APPLICABLE FORM) IN TIIE CASE OF A PERSON TIIAT IS A ''UNITED STATES 

PERSON" WITIIIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL 

REVENUE CODE OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W-8 

(OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A 

"UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE 

INTERNAL REVENUE 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. 

EXCEPT AS OTHERWISE INDICATED IN THE CUSTODIAL AND PAYING 

AGENCY AGREEMENT, INTERESTS IN THIS GLOBAL. NOTE MUST BE HELD IN 

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

U.S.$10,000 IN EXCESS THEREOF. 

THE FEDERAL DEPOSIT INSURANCE CORPORATION IN ITS CORPORATE 

CAPACITY WILL FULLY AND UNCONDITIONALLY GUARANTEE THE TIMELY 

PAYMENT OF ALL AMOUNTS OF PRINCIPAL AND INTEREST DUE AND PAYABLE 

ON THIS NOTE (THE "PURCHASE MONEY NOTES GUARANTY"). THE PURCHASE 

MONEY NOTES GUARANTY IS BACKED BY THE FULL FAITH AND CREDIT OF THE 

UNITED STATES OF AMERICA. 

4 

FDIC SFR201Q.2 

Class AGlobal Note 

Pool NoS. 24020 and 24021 

NY2 2053682.3 
CLASS A PURCHASE MONEY NOTE 

(GLOBAL 144A NOTE) 

FOR VALUE RECEIVED, 2010-2 SFR VENTURE, LLC, a Delaware limited liability 

company (herein referred to. as the "!wW:"), hereby unconditionally promises to pay to the order 

of CEDE & CO., or its successors and registered assigns, the principal sum of FIFTY SIX 

MILLION ONE HUNDRED THOUSAND ($56,100,000~00) UNITED STATES DOLLARS (or 

such other amount as shall be the outstanding principal amount of this Purchase Money Note 

shown on Schedule A hereto). 

All payments on this Purchase Money Note is payable in such coin or currency ofthe 

United States of America as at the time of payment is legal tender for payment of public I!Jld 

private debts. The entire outstanding principal amount of this. Purchase Money Note shall be due 

and payable on June 25,2017 (the "Maturity Date") or such earlier date as such amount shall 

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

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 oftheCustodial and Paying Agency 

Agreement (as hereinafter defined). This Purchase Money Note is subject to all tenns of the 

Custodial and Paying Agency Agreement Unless otherwise defined herein, capitalized tenns 

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

Custodial and Paying Agen.cy Agreell1Was nd uPJl~Je. nted or re.state.d from time to 

time, the "Custodial and Pa in A e'llcv"A ee e t" · !al ofthe Closing Date by and 

among the Issuer, the Federal Deposi ns e oration · any capacity, the "FDIC"), in 

its corporate capacity, as the guarantor o the Pifrchase Money Note, the FDIC, the Federal 

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

Schedule B hereto, as Collateral Agent pursuant to the Reimbursement and Security Agreement, 

and Ciu"bank, N.A.. 

Th.e Issuer will pay interest on this Purchase Mon~y Note at the fixed rate set forth in the 

Custodial and Paying Agency Agreement on each Distribution Date on the principal amount of 

this Purchase Money Note outstanding on the preceding Distribution Date (after giving effect to 

all payments of principal made on the preceding Distribution Dates). Interest on this Purchase 

Money Note will accrue for each Distribution Date during related Due Period. Interest will be 

calculated assuming a year consisting of twelve 30-day months, except in the case ofthe first 

Distribution Date for this Purchase Money Note, for which the related Due Period.will consist of 

60 days. 

The Holder hereof, by acceptance of ibis 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 other Ancillary Document or 

under any certificate .or other writing delivered in connection therewith, against the Paying Agent 

or the Servicer or any of their Affiliates. 

5 

FDIC SFR 2010-2 

Class A Global Note 

Pool NoS. 24020 and 24021 

NY2 2053682.3 
Paym~nts 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, as of the relevant Record Date, to the. Paying Agent in writing or, at the option of the 

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 of this Purchase Money Note or the 

making of any notation hereon. Notwithstanding the foregoing, the final payment on this 

Purchase Money Note will 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. If any payment of principal 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 exiended to the next succeeding Business Day. 

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

recoveries respecting the Mortgage Loans and payments under the Purchase Money Notes 

Guaranty, all as more specifically set forth in the Custodial and Paying Agency Agreement and 

the Purchase Money Notes Guaranty. As provided in the Custodial and Paying Agency 

Agreement and the Servicing Agreement, deposits and withdrawals from the Accounts may be 

made by the Paying Agent from time to time for purposes other than distributions to the Holder 

hereof, such purposes including reimbursement to the Initial Member, the Servicer or the 

Manager o:f advances made, or certain expenses incurred, by it, and investlnent in Permitted 

Investments. 

This Purchase Money Note is !!transferred only upon 

surrender to the Paying Agent (with he Issuer of the requested 

transfer) of this Purchase Money Not ·oM and tr , duly endorsed by, or 

aecompanied by a written instrument oftransfer duly executed by, the registered holder hereof or 

its attorney duly authorized in writing. Upon surrender of this 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 ofthis Purchase Money 

Note and deliver the same to the transferee. A transfer ofthis Purchase Money Note shall be 

effective upon registration of the transfer by the Paying Agent. Prior to registration ·Of such 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 of evidence reasonably satisfactory to it of the 

ownership of and the loss, theft, destruction or mutilation of this Purchase Money Note and (a) in 

the case ofloss, theft or destruction, of indemnity reasonably satisfactory to it, or (b) in the case 

of a request by a transferee that a new Purchase Money Note be issued or in the case of 

mutilation, 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. 

6 

FDIC SFR 20/0-2 

Class A Global Note 

Pool NoS:. 24020 and 24021 

NY2 20536823 
The Paying Agent, the Servicer, the Issuer t111d MY agent of MY ofthe foregoing, may 

treat the. Person in whose name this Purchase Money Note is registered as the owner and Holder 

hereof for all pwposes, Md none of the foregoing shall be affected by notice to the contrary. 

The occurrence or continUMce ofany one or more of the following events, whether such 

occurrence is voluntilry or involuntilry or comes about or is effected by operation of Law or 

othervvise, shall constitute an "Event ofDefanlt" putsUMt to this Purchase Money Note: 

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

Security Agreement; or 

(b) the occurrence of an Insolvency Event with respect to the Issuer, other than due to 

a failure by the Issuer to make a payment with respect to the Purchase Money Note. 

Upon the occurrence of an Event of Default specified in paragraph (a) above, the Holders 

of more than fifty percent (50%) of the outstanding principal amount of the Class A Notes may, 

with the consent of the Purchase Money Notes Guarantor, and shall, at the direction ofthe 

Purchase Money Notes Guarantor, in addition to any other available remedy, by notice in writing 

to the Issuer, the Purchase. Money Notes Guarantor and the Paying Agent, declare this Class of 

Purchase Money Notes to be immediately due and payable, together with any other amounts 

owed by the Issuer hereunder, and on delivery of such a notice, the unpaid principal amount of 

this Purchase Money Note and any other amounts owed by the Issuer pursuant to this Purchase 

Money Note, shall forthwith become lrninedi~· ate! due d.~yable without the necessity of an.y 

presentment, demand, protest or any~· ce f of which are hereby expressly 

waived by the Issuer. Ifan Event of efa t · · a. aph (b) above occurs, this Class 

ofPurchase·Money Notes shall forthWI auto y become immediately due and payable, as 

to principal, any accrued interest and any other amounts owed by thelssuer hereunder, without 

any action on the part of the Holders and without the consent of the Purchase Money Notes 

Guarantor. 

Ifand to the extent the Purchase Money Notes Guarantor makes any payment to the 

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

Money Notes Guarantor shall be subrogated to all of the rights of the Holder with respectto any 

claim to which such payment relates to the extent of such payment, and the Holder, upon 

acceptance ofany such payment, will be deemed to have assigned to the Purchase Money Notes 

Guarantor any and all claims it may have against the Issuer or others and for which the Holder 

receives payment from the Purchase Money Notes Guarantor pursnMt to the Purchase Money 

Notes Guaranty. Upon the request of the Purchase Money Notes Guarantor, the Holder shall 

execute written.assignments of such claims, 

No delay, omission or waiver on the part of the Holder in exercising any rights hereunder 

shall operate as a waiver ofsuch right or any other rlght ofthe Holder, nor shall any delay, 

omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other 

right on any future occasion. Except as othervvise set forth herein, the rights and remedies of the 

Holder are cumulative and not exclusive ofany rights or remedies the Holder would othervvise 

have. 

7 

FDICSFR20/0-2 

Class A Global Note 

Pool Nos..24020 and 24021 

NY2 20536&2.3 
The Issuer's obligations here.under are absolute and 11nconditional 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 hereunder in full and when due, whether in respect to 

principal, interest or any other amount owed by the Issuer hereunder, without notice, demand, 

.counterclaim, setoff, deduction, defense, abatement, suspension, limitation, defenrtent, 

diminution, recoupment or other right that the Issuer may have against the Holder hereof or any 

other Person, but subject in all respects to the priority ofpayments 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 tenrts hereof), right of counterclaim, 

setoff or recoupment, or other right which it may have against the Holder hereof or any other 

Person. 

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

given or deljvered nnder or by reason ofthe provisions ofthis Purchase Money Note sh&il be 

made in accordance with the Custodial and Paying Agency Agreement 

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

unenforceable in any respect, the validity, legality aod enforceability of the remaining provisions 

contained herein shall not in any way be affected·or impaired thereby. 

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

term "lss~er" herein shall include the successors of the Issuer. 

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

hereunder shall be governed by and construed in accordance with the law ofthe State of New 

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

construction ofthis Purchase Money Note to the law ofanother jurisdiction. 

(a) Each ofthe Issuer and each Holder (ifsu¢h Holder is not the. FDIC; any Holder 

that is not the FDIC, a "Non-FDIC Holder"), on behalfofitself and its Affiliates, irrevocably 

and unconditionally: 

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

commenced by any Holder (if such Holder is the FDIC; the Holder that is the FDIC, the "~ 

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 fomm other than the court in which the FDIC Holder files. the suit, action or 

proceeding without the eonsent ofthe FDIC Holder; 

8 

FDIC SFR 2010-2 

Class AGlooal Note 

Pool Nos. 24020 and 24021 

NY2 20536823 
(B) assert that venue is improper in either the United States District 

Court for the .Southern District of New York or the Unite4 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 ofthe Supreme Court of the State of New York 

for any suit, action or proceeding against it or any ofits Affiliates commenced by the FDIC 

Holder arising out of, relating to, or in connection with this Purchase Money Note or any 

Ancillary Document (other than the LLC Operating Agreement), anq waives any right to: 

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

court or dispute-resolution forum without the consent of the FDIC Holder; 

(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 ofNew York is an 

inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by the Issuer, each NonFDIC Holder, or.its Affiliates agains~~ · r ~~11gt of, relating to, or in 

connection with this Purchase Mone Otli, any cilt'ary • · cument in only either the United 

States District Court for the Southern ist1'ict · e York o e 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 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 of Columbia at the option of the FDIC Holder; and 

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

York and the United States District Court for the District ofColumbia both lack jurisdiction to 

hear a suit, action or proceeding falling within paragfaph (a)fiii) above, to bring that suit, action 

or proceeding in only the Supreme Court of the State ofNewYork, 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 behalfofitselfand 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 of paragraph (d) below, each .of the Issuer and each 

Holder, on behlllf of itselfand its Affiliates, hereby irrevocably and unconditionally agrees that 

service ofall writs, process and summonses in any suit, action or proceeding pursuant to 

9 

FDJC SFR 2PJQ-2 

Class A Global Note 

Pool Nos. 241120 and 24021 

NY2 2053682,3 
paragraph {a) or paragraph (b) above may be effected by the mailing ofcopies 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 paragmph (c) above shall constitute 

consent to jurisdiction in any court by the FDIC, other than as expressly provided in paragmph 

(a)(iii) and paragraph (a)(iv) above, or in any way limit the FDIC's right to remove, transfer, seek 

to dismiss, or otherwise respond to any suii, action, or proceeding against it in any forum. 

EACH OF TilE ISSUER AND TilE HOLDER HEREBY IRREVOCABLY AND 

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

ANY DISPUTE ARISING OUT OF OR RELATINGTO THIS PURCHASE MONEY NOTE 

AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE AJUDGE 

SITTING WITHOUT A JURY. 

This Global Note may be exchanged for the corresponding Ru1e 144A 9ertificated Note 

or Regulation S Certificated Note, in each case suQject to the restrictions as set forth in the 

Custodial and Paying Agency Agreement. 

This Global Note is subject to mandatory exchange under the limited circumstances set 

forth in the Custodial and Paying Agen ent. 

Upon redemption, repaymen n any inte~;est represented by this 

Global Note, this Global Note shall be ors hereto to reflect the reduction of 

or increase in the principal amount evidenced hereby. 

Title to the 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. 

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. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANKJ 

10 


FDIC SFR 2010-2 

Class AGlobal Note 

Pool Nos, 2A020 and 24021 

NY2 2053682:3 
Rec . . • I 

-----­

By: 

Nam "' 

IN WITNESS WHEREOF, the Issuer has caus.ed this instrument to be signed, manually 

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

2010-2 SFR VENTURE, LLC 

By: Federal Deposit Insurance Corporation, in its capacity as • l ,,a-::~. • 

Title: Attorney-in-Fact 

y 

11 


FDIC SFR 20/0-2 

Class A Olobai Note 

Pool Nos. 24020 and 24021 

NY2 20536823 
SCHEDULE A 

SCHEDULE OF EXCHANGES OR REDEMPTIONS 

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

Purchase Money Note. represented by this Global Note have. been made: 

Remaining principal 

Part ofprii).cipal amount-of amount of this Global 

Date exchaoge/ Original principal this Global Note Note following such Notation made by 

redemption/repayment/ amQunt ofthis ex,changed/redeemed/ exchange/redemption/ or on.behalf of the 

increase made Global Note repaid/increased repayment/increase Issuer 

, ,, """·~ I J .-lfr y "-"' I

12 

FDIC SFR20/0-2 

Class A Global Note 

Pool Nos. 2411l0 and 24021 

NY2 20536823 
SCHEDULEB 


SCHEDULE OF FAILED FINANCIAL INSTITUTIONS 


Multi bank Structured Transaction SFR 2010-2 


Bank Name 

lndyMac Federal Bank, FSB 

New Frontier Bank 

American Southern Bank 

First Bank of Beverly Hills 

First Bank of Idaho 

Michigan Heritage Bank 

America West Bank 

Citizens Community Bank 

Silverton Bank, N.A. 

WestsoundBank 

Bank ofLincolnwood 

Community Bank of West 

Georgia 

Integrity Bank 

Community Bank ofNevada 

Union Bank, National 

Association 

Corns Bank, N.A. 

City 

Pasadena 

Greeley 

Kennesaw 

Calabasas 

Ketchum 

Farmington Hills 

Layton 

Ridgewood 

Atlanta 

Bremerton 

Lincolnwood 

Villa. Rica 

Jupiter 

LasVC 

Gilbe 

Chicago 

~ E!!!!!! 

CA 10007 


co 10050 


GA 10053 


CA 10054 


ID 10055 


MI 10056 


UT 10057 


NJ 10058 


GA 10059 


WA 10060 


IL 10064 


GA 10068 


FL 10095 


P)ilo~ 

IL 10117 


Closing Date 

July 11, 2008 


April!O, 2009 


April24, 2009 


April24, 2009 


April24, 2009 


April 24, 2009 


May I, 2009 


May 1,2009 


May I, 2009 


May 8,.2009 


June 5, 2009 


June 26, 2009 


July 31, 2009 


August 14, 2009 


Auglist 14, 2009 


September 11, 2009 

13 


FDJC SFR20]0-2 

Class A Global Note 

Pool Nos. 24020 and 24621 


NY2 20S3682.3 
FDIC SFR 2010-2 


CLASS A PURCHASE MONEY NOTE 

(REGULATIONS CERTIFICATED NOTE) 

Maturity Date: June 25, 2017 

$0.00 Certificate No.: 1 

ISIN No.: Issuance Date: June 25, 2010 

CUSIPNo: Initial Payment Date: July 25, 2010 

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, BY ITS ACCEPTANCE OF THIS PURCHASE MONEY 

NOTE, REPRESENTS THAT IT HAS OBTAINED UIIS PURCHASE MONEY NOTE IN A 

TRANSACTION IN COMPLIANCE WITH THE SECURITIES ACT, THE INVESTMENT 

COMPANY ACT AND ALL OTHER APPLICABLE LAWS OF THE UNITED STATES OR 

ANY OTHER JURISDICTION, ,~N· ON SALE AND TRANSFER 

SET FORTH IN THE CUSTODIAL D . . AGREEMENT. THE HOLDER 

HEREOF, BY ITS ACCEPTANC~ C E MONEY NOTE, FURTHER 

REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, 

RESELL, PLEDGE OR OTHERWISE TRANSFER THIS PURCHASE MONEY NOTE 

EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, THE INVESTMENT 

COMPANY ACT AND ALL OTHER APPLICABLE LAWS OF ANY mRISDICTION AND 

IN ACCORDANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS 

SPECIFIED IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT REFERRED TO 

HEREIN (A) TO A TRANSFEREE THAT IS A PERSON WHOM THE SELLER 

REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED 

IN RULE l44A 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 (I) THAT IS NOT A U.S. PERSON (AS DEFINED IN REGULATIONS OF 

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

OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S OF THE 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) AND, IN EACH CASE, TO A TRANSFEREE (1) THAT IS ALSO 

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

INVESTMENT COMPANY ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE 

1 

FDIC SFR2010-2 

Class A RegulationS C~rtificatcd Note 

Pool Nos. 2402o-and 24021 

NY2 20S36!t3.3 
ACCOUNT OF A QUALIFIED PURCHASER AND (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, (v) WILL PROVIDE NOTICE TO ANY 

SUBSEQUENT TRANSFEREE OF THE TRANSFER RESTRICTIONS PROVIDED IN THIS 

LEGEND, (vi) WILL HOLD AND TRANSFER PURCHASE MONEY NOTES IN AN 

AMOUNT OF NOT LESS THAN U.S.$250,000 FOR IT OR FOR EACH ACCOUNT FOR 

WHICH IT IS ACTING AND (vii) WILL PROVIDE THE ISSUER AND PAYING AGENT 

FROM TIME TO TIME SUCH INFORMATION AS THEY MAY REASONABLY REQUEST 

IN ORDER TO ASCERTAIN COMPLIANCE WITH THIS LEGEND. 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 LE EXCEPT IN 

ACCORDANCE WITH THE REST REIN AND IN THE 

CUSTODIAL AND PAYING AGE NT. 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 RIGHTS TO THE 

TRANSFEREE, NOTWITHSTANDING ANY INSTlWCTIONS 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 HOLDER OF THIS PURCHASE MONEY 

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

PAYING AGENCY AGREEMENT) TO SELL THIS PURCHASE MONEY NOTE OR TO 

SELL SUCH PURCHASE MONEY NOTE ON BEHALF OF SUCH HOLDER. 

PRIOR TO PURCHASING ANY PURCHASE MONEY NOTE, PURCHASERS 

SHOULD CONSULT COUNSEL WITH RESPECT TO THE AVAILABILITY AND 

CONDITIONS OF EXEMPTIONS FROM THE RESTRICTIONS ON RESALE OR 

TRANSFER. THE ISSUER HAS NOT AGREED TO REGISTER THE PURCHASE MONEY 

NOTE UNDER THE SECURITIES ACT, TO QUALlFY THE PURCHASE MONEY NOTE 

UNDER THE SECURITIES LAWS OF ANY STATE OR TO PROVIDE REGISTRATION 

RIGHTS TO ANY NOTEHOLDER. 

2 

FDIC SFR 2010-2 

Oass A RegUlation S Certificatod Note 

Pool Nos. 24020 and 24021 

NY2 2053683.3 
PRJNCIPAL OF THIS PURCHASE MONEY NOTE IS PAYABLE AS SET FORTH 

HEREIN. ACCORDINGLY, THE OUTSTANDING PRJNCIPAL 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 PRJNCIPAL AMOUNT BY INQUIRY OF THE PAYING 

AGENT. 

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY WHO IS A 

PLAN TRUSTEE OR IS ACTING ON BEHALF OF A PLAN SUBJECT TO TITLE I OF THE 

EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED 

("ERISA"), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE (THE 

"INTERNAL REVENUE CODE"), OR A PLAN WHICH IS SUBJECT TO ANY FEDERAL, 

STATE OR LOCAL LAW SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR 

SECTION 4975 OF THE INTERNAL REVENUE CODE ("SIMILAR LAW"), OR USING 

PLAN ASSETS TO EFFECT SUCH TRANSFER SHALL BE DEEMED TO HAVE 

REPRESENTED THAT THE ACQUISITION AND HOLDING OF THIS PURCHASE 

MONEY NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED 

TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL 

REVENUE CODE OR A VIOLATION OF ANY SIMILAR LAW. 

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

REVENUE CODE, THIS PURCHASE MONEY NOTE IS BEING ISSUED WITH ORIGINAL 

ISSUE DISCOUNT. YOU MAY CO C~Em·~EPOSIT INSURANCE 

CORPORATION AT 550 17TH S E , .W., • ' ·.14, WASHINGTON, D.C. 20429, 

ATTENTION: RALPH MALAM!, 1 WILL OVIDE YOU WITH THE 

ISSUE PRICE AND THE YIELD TO MATURITY OF THIS PURCHASE MONEY NOTE. 

THE FAILURE 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 W-9 (OR SUCCESSOR 

APPLICABLE FORM) IN THE CASE OF APERSON THAT IS A "UNITED STATES 

PERSON" WITHIN THE. MEANING OF SECTION 7701(A)(30) OF THE INTERNAL 

REVENUE CODE OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W-8 

(OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A 

"UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE 

INTERNAL REVENUE 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. 

EXCEPT AS OTHERWISE INDICATED IN tHE CUSTODIAL AND PAYING 

AGENCY AGREEMENT, THE PRINCIPAL AMOUNT SHOWN ON THE FACE OF THIS 

CERTIFICATED NOTE MUST BE IN A MINIMUM DENOMINATION OF U.S.$250,000 

AND INTEGRAL MULTIPLES OF U.S.$10,000 IN EXCESS THEREOF. 

THE FEDERAL DEPOSIT INSURANCE CORPORATION IN ITS CORPORATE 

CAPACITY WILLFULLY AND UNCONDITIONALLY GUARANTEE THE TIMELY 

3 

FDIC SFR 2010-2 

Class A Rtgulatioll S Certificated Note 

Pool Nai. 24020 and 24021 

NYl 2053683.3 
PAYMENT OF ALL AMOUNTS OF PRJNCIPALAND INTEREST DUE AND PAYABLE 

ON THIS NOTE (THE "PURCHASE MONEY NOTES GUARANTY"). THE PURCHASE 

MONEY NOTES GUARANTY IS BACKED BYTHE FULL FAITH AND CREDIT OF THE 

UNITED STATES OF AMERICA. 

4 


FDIC SFR 2010-2 


Clan A Regulation S Certificated Note 


Pool Nos. 24020 and 24021 


NY2 2053683.3 
CLASS A PURCHASE MONEY NOTE 

(REGULATIONS CERTIFICATED NOTE) 

FOR VALUE RECEIVED, 2010-2 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 THE 

FAILED BANKS LISTED ON SCHEDULE B HERETO, or its successors and registered 

assigns, the principal sum of ZERO ($0.00) UNITED STATES DOLLARS (or such other 

amoun,t as shall be the outstanding principitl amount ofthis Purchase Money Note shown on 

Schedule A hereto). 

All payments on this Purchase Money Note is payable in such coin or currency of the 

United States of America as at the time of payment is legal tender for payment of public and 

private debts. The entire outstanding principal amount of this Purchase Money Note shall be due 

and payable on June 25, 2017 (the "Maturity Date") or such earlier date as such amount shall 

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

All payments made by the Issuer with respect to this Purchase Money Note shall be 

subject to the priority of payments set forth in Section 5.1 ofthe Custodial and Paying Agency 

Agreement (as hereinafter defined). This Purchase Money Note is subject to all terms ofthe 

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

used in this Purchase Money Note hav e m · R~~·d· , or by reference in, the 

Custodial and Paying Agency Agree ent .pjl, · ented or restated from time to 

time, the "Custodial and Pa in A n e t , dat as of the Closing Date by and 

among the Issuer, the Federal Deposit surance Corporation in any capacity, the "FDIC"), in 

its corporate capacity, as the guarantor of the Purchase Money Note, the FDIC, the Federal 

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

Schedule B hereto, as Collateral Agent pursuant to the Reimbursement and Security Agreement, 

and Citibank, N .A.. 

The Issuer will pay interest on this Purchase Money Note at the fixed rate set forth in 

the Custodial and Paying Agency Agreement on .each Distribution Date on the principal amount 

of this Purchase Money Note outstanding on the preceding Distribution Date (after giving effect 

to all payments of principal made on the preceding Distribution Dates). Interest on this Purchase 

Money Note will accrue for each Distribution Date during related Due Period. Interest will be 

calculated assuming a year consisting of twelve 30"day months, except in the case of the first 

Distribution Date for this Purchase Money Note, for which the related Due Period will consist of 

60 clays. 

The Holder hereof, by acceptance ofthis Purchase Money Note, covenants and agrees 

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

pursuant to the Custodial and Paying Agency Agreement or any other Ancillary Document or 

under any certificate or other writing delivered in connection therewith, against the Paying Agent 

or the Servicer or any of their Affiliates. 

5 

FDIC SFR 20/0-2 

Clau A Rc:gulatioo S Certificated Note 

Pool Nos. 24020 and 24021 

NY2 2053683.3 
Payments on this Purchase Money Note will be made by the Paying Agent by wire 

transfer of immediately available funds to such account as may be specified from time to time by 

the Holder, as ofthe relevant Record Date, to the Paying Agent in writing or, at the option of the· 

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 oftltis Purchase Money Note or the 

making of any notation hereon. Notwithstanding the foregoing, the final payment on this 

Purchase Money Note will be made only upon presentation and surrender of this Purchase 

Money Note at the office or agency maintained for that purpose by the Paying Agent in New 

York, New York. If any payment of principal 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 of payment to certain collections and 

recoveries respecting the Mortgage Loans and payments under the Purchase Money Notes 

Guaranty, all as more specifically set forth in the Custodial and Paying Agency Agreement and 

the Purchase Money Notes Guaranty. As provided in the Custodial and Paying Agency 

Agreement and the Servicing Agreement, deposits and withdrawals from the Accounts may be 

made by the Paying Agent from time to time for purposes other than distributions to the Holder 

hereot: such purposes including reimbursement to the Initial Member, the Servicer or the 

Manager of advances made, or certain expenses incurred, by it, and investment in Permitted 

Investments. 

This Purchase Money Note iseist e·5!!y transferred only upon 

surrende_r to the Paying Agent (with ncurr ·ti the Issuer ofthe requested 

transfer) of this Purchase Money No - · · and tr m fer, duly endorsed by, or

accompanied by a written instrument of trans er duly executed by, the registered holder hereof or 

its attorney duly authorized in writing. Upon surrender of this Purchase Money Note as above 

provided, together with the name, address and other information for notices of the. transferee, the 

Paying Agent shall promptly register the transfer, record the transfer of this PurchaSe Money 

Note and deliver the same to the transferee. A transfer ofthis Purchase Money Note shall be 

effective upon registration of the transfer by the Paying Agent. Prior to registration of such 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 of this Purchase Money Note that a new Purchase Money 

Note be issued or upon receipt by the Issuer of evidence reasonably satisfactory to it of the 

ownership of and the loss, theft, destruction or mutilation of this 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 of 

mutilation, 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. 

6 


FDIC SFR 2010·2 

Class A Regulation S Certificated Note 

Pool Nos. 24020 aQd 24021 

NY2 2053683.3 
The Paying Agent, the Servicer, the Issuer and any agent ofany of the foregoing, may 

treat the Person in whose name this Purchas.e Money Note is registered as the owner and Holder 

hereof for all purposes,. and none of the foregoing shall be affected by notice to the contrary. 

The occurrence or continuance of any one or more of the following events, whether such 

occurrence is voluntary or involuntary or comes about or is effected by operation of Law or 

otherwise, shall constitute an "Event of Default" pursuant to this Purchase Money Note: 

(a) the occurrence of any "Event of Default," as defined in the Reimbursement and 

Security Agreement; or 

(b) the occurrence of an Insolvency Event with respect to the Issuer, other than due to 

a failure by the Issuer to make a payment with respect to the Purchase Money Note. 

Upon the occurrence ofan Event of Default specified in paragraph (a) above, the Holders 

of more than fifty percent (50%) ofthe outstanding principal amount ofthe Class A Notes may, 

with the consent ofthe Purchase Money Notes Guarantor, and shall, at the direction ofthe 

Purchase Money Notes Guarantor, in addition to any other available remedy, by notice in writing 

to the Issuet, the Purchase Money Notes Guarantor and the Paying Agent, declare this Class of 

Purchase Money Notes to be immediately due and payable, together with any other amounts 

owed by the Issuer hereunder, and on delivery of such a notice, the unpaid principal amount of 

this Purchase Money Note and any other amounts owed by the Issuer pursuant t9 this Purchase 

Money Note, shall forth.with become · e edii5ad~~ayale with.out. the· nece.ssity ofany 

presentment, demand, protest or any · ce •n · 1of which are hereby expressly 

waived by the Issuer. Ifan Event of ec · · m p raph (b) above occurs, this Class 

ofPurchase Money Notes shall forthWl automatic ly become immediately due and payable, as 

to principal, any accrued interest and any other amounts owed by the Issuer hereunder, without 

any action on the part of the Holders and without the consent of the Purchase Money Notes 

Guarantor. 

Ifand to the extent the Purchase Money Notes Guarantor makes any payment to the 

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

Money Notes Guarantor shall be subrogated to all of the rights ofthe.Holder with respect to any 

claim to which such payment relates to the extent of such payment, and the Holder, upon 

acceptance of any such payment, will be deemed to have assigned to the Purchase Money Notes 

Guarantor any and all claims it may have against the Issuer or others and for which the Holder 

receives payment from the Purchase Money Notes Guarantor pursuant to the Purchase Money 

Notes Guaranty. Upon the request ofthe Purchase Money Notes Guarantor, the Holder shall 

execute written assignments of such claims. 

No delay, omission or waiver on the part of the Holder in exercising any rights hereunder 

shall operate as a waiver of such right or any other right ofthe Holder, nor shall any delay, 

omission or waiver on any one occasi9n be deemed a b.ar to or waiver ofthe same or any other 

right on any future occasion. Except as otherwise set forth herein, the rights and remedies of the 

Holder are cumulative and not exclusive ofany rights or remedies the Holder would otherwise 

have. 

7 

FDIC SFR 2010-2 

Class A. Regulation S Certificated Note 

Pool Nos. 24020 and 24021 

NY2 2053683.3 
The Issuer's obligations hereunder 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 hereunder in full and when due, whether in respect to 

principal, interest or any other amount owed by the Issuer hereunder, without notice, demand, 

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

diminution, recoupment or other right that the Issuer may have against the Holder hereof or any 

other Person, but subject in all respects to the priority of payments 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, 

setoff or recoupment, or other right which it may have against the Holder hereof or any other 

Person. 

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

given or delivered under or by reason of the provisions of this Purchase Money Note shall be 

made in accordance with the Custodial and Paying Agency Agreement 

In case any one or more of the provisions hereof should be invalid, illegal or 

unenforceable in any respect, the validity, legality and enforceability of the remaining provisions 

contained herein shall not in any way be affected or impaired thereby. 

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

term "Issuer" herein shall include the successors of the Issuer. 

The terms ofthis Purchase 

written agreement of the Issuer and t 

Purchase Money Notes Guaranty. 

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

hereunder shall be governed by and construed in accordance with the law of the State ofNew 

York, excluding any conflict of laws rule or principle that might refer the governance or the 

construction of this Purchase Money Note to the law ofanother jurisdiction. 

(a) Each of the Issuer and each Holder (if such Holder is not the FDIC; any Holder 

that is not the FDIC, a "Non-FDIC Holder"), on behalf of itself and its Affiliates, irrevocably 

and unconditionally: 

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

Southern District ofNew 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 ofits Affiliates 

commenced by any Holder (if such 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 of the FDIC Holder; 

8 

FDIC SFR20/0-2 

CWs. A R~gulation S Certificated Note 


Pool Nos. 24020 and 24021 


NY2 20536833 
(B) assert that venue is improper in either the United States District 

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

Columbia; or 

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

ofNew York or the United States District Court for the District ofColumbia is an inconvenient 

forum; 

(ii) consents to the jurisdiction ofthe Supreme Court ofthe State ofNew York 

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

Holder arising out of, relating to, or in connection with this Purchase Money Note or any 

Ancillary Document (other than the l..LC 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 FDIC Holder; 

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

New 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 NonFDIC H_older~ or it:> Affiliates againss~:sl · . . Si~:/Ut of, re.lating to: or in . connection With this Purchase Mone Not , an · ll 'ocument m only e1ther the Umted 

States District Court for the Southern ilc ·!li' e York o the United States District Court 

for the District ofColumbia, and waives any rightto 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 both lack jurisdiction to 

hear a suit, action or proceeding falling within paragraph (a)(ii!) above, to bring that suit, action 

or proceeding in only the Supreme Court ofthe State ofNew York, and waives any right to 

remove or transfer such suit, action or proceeding to any other court or disputecresolution 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 fmal judgment entered against 

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

court ofcompetent jurisdiction. 

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

Holder, on behalf ofitself and its Affiliates, hereby irrevocably and unconditionally agrees that 

9 

FDIC SFR 2010-2 

ClaSa A Rf5UiatioD S Certificated Note 

Pool Nos. 24020 and 24021 

NY2 20536833 
service of all writs, process and summonses in any suit, action or proceeding pursuant to 

paragraph (a) or paragraph (b) above may be effected by the mailing ofcopies 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 of any 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 provided in paragraph 

(a)Ciii) and paragraph (a)(iv) above, 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 forilln. 

EACH OF THE ISSUER AND THE HOLDER HEREBY IRREVOCABLY AND 

UNCONDITIONALLY WAIVES ANY RIGHT IT MAYHA VETO 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. 

This Certificated Note may be exchanged for a beneficial interest in the corresponding 

Rule 144A Global Note or for the corresponding Rule 144A Certifieated Note, in each case 

subject to the restrictions as set forth in the Custodial and Paying Agency Agreement. 

This Certificated Note is subject 

set forth in the Custodial and Paying 

Upon redemption, repayment, o increas in any interest represented by this 

Certificated Note, this Certificated Note shall be endorsed on Schedule A hereto to reflect the 

reduction of or increase in the principal amount evidenced hereby. 

Title to the 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. 

No service charge shall be made for registration of transfer or exchange of this 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. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

10 


FDIC SFR 2010·2 

Class A RegulationS Certificated Note 

Pool No!l.. 24020 and 24021 

NY2 2053683.3 
IN Wl1NESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in 

facsimile, by the Initial Member as ofthe date first shown above. 

2010-2 SFR VENTURE, LLC 

By: Federal Deposit Insurance Corporation, in its capacity as 

Receiver 

By· 

Title: Attorney-in-Fact 

11 


FDIC SFR 20/0-2 

Clau A Regulation S Certificated Nate 

Pool Nos. 24020 and 24021 

NY2 2053683.3 
SCHEDULE A 

SCHEDULE OF EXCHANGES OR REDEMPTIONS 

The following exchanges, redemptions, repayments of or increase in the whole or a part ofthe 

Purchase Money Note represented by this Certificated Note have been made: 

Remaining principal 

amount of this 

Part of principal amount of Certificated Note 

Date exchange/ Original principal this Certificated Note following such Notation made by 

redemptionlrepayinentl amount ofthis exchanged/redeemed/ ~xchange/redemption/ or on behalf ofthe 

increase made Certificated Note repaid/increased repayment/in<:rease Issuer 

' 

~~~· 'II ,,

_I II-' y 

I I '*-' "'-" 

12 

FDIC SFR 2010·2 

Class A RegulationS Ccnificaled Note 

Pool Nos, 24020 and 24021 

NY2 2053683.3 
SCHEDULEB 


SCHEDULE OF FAILED FINANCIAL INSTITUTIONS 


Multibank Structured Transaction SFR 2010-2 


Bank Name 

IndyMac Federal Bank, FSB 

New Frontier Bank 

American Southern Bank 

First Bank of Beverly Hills 

First Bank of Idaho 

Michigan Heritage Bank 

America West Bank 

Citizens Community Bank 

Silverton Bank, N.A. 

Westsound Bank 

Bank of Lincolnwood 

Community Bank of West 

Georgia 

Integrity Bank 

Community Bank ofNevada 

Union Bank, National 

Association 

Corus Bank, N.A. 

City 

Pasadena 

Greeley 

Kennesaw 

Calabasas 

Ketchum 

Farmington Hills 

Layton 

Ridgewood 

Atlanta 

Bremerton 

Lincolnwood 

Villa Rica 

Jupiter 

Las~ 

Gilbv 

Chicago 

State 

CA 

co 

GA 


CA 


ID 


MI 


UT 


NJ 


GA 


WA 


IL 

GA 

FL 

IL 

Fund 

10007 


10050 


10053 


10054 


10055 


10056 


10057 


10058 


10059 


10060 


10064 


10068 


10095 


10117 


Closiu~: Date 

July II, 2008 


April I0, 2009 


April24, 2009 


April24, 2009 


April24, 2009 


April 24, 2009 


May I, 2009 


May I, 2009 


May I, 2009 


May 8, 2009 


June 5, 2009 


June 26, 2009 


July 31, 2009 

August 14, 2009 

August 14,2009 

September II, 2009 

13 


FDIC SFR 2010-2 


Cla.uA Regulation S Cenificated Note 


Pool Nos. 24020 and 24021 


NY2 2053683.3 

The Depository Trust Company

substdwy of the Decsho.y Trust Clsedrg Corparadon

BLANKET ISSUER LETTER OF REPRESENTATIONS

re be completed by 135uer slid Co4sLecs apicble

201 0-2 SFR Venture tic

flwrotSucrwidCola.sts if applicitble

June

tD

Attention Undeiwtiting Department

The Depusitory Trust Company

55 Water Street I$L

New York

NY 1004 1-0

Ladies and Gentlemen

This letter sets forth our understanding with respect to all issues the SecuritcC that

Issuer shall request to be made eligiblc for deposit by The Depository Trust Comprly OTt

Issuer is Note beger shall munnntsne and aosa out tM otner.l

4trutid formed UDdCT the laws of Delaware

To induce DTC to accept the Securities as eligible for deposit at DTC and to act in

accordance with DTCs Rules with respect to the Securities Issuer represents to DTC that issuer

will comply with the requirements stated in DTCs Operational Arrangements as they may be

amended from time to time

Vciy truly yours

01O2 SFR Verinn U.C

Schedule conftir swancnis ibM DIC oeoa IrisussAcs Cctpcron

believes accuratety descflbe nrc the mchod as Rsosk.rtrvwlcus Fse4 Banlu Sal MairC sid Mngt

otcffectlngbook-aiiry flazfcrs of iecwidac

disthbuied Uuough DTC and certalut atlaS

miticra By

Received and Accepted RSIPN Malanri

ThE DEPOSTORYTRIIST COMPANY do Federal DeposIt Insurance Corporation

By

ISUTCIAndrewst

Washjngtcn DC USA 20429-00002

CK$ SsCJ uComuyu uZip odr

202 898-3113

PbOtC Rumba

7k DqatSqTaW

SLOP O2$O8

it 
SCH£DUL£A 

(To Blaokltt ls!ucr Leu~ ofR.eP.rcsaiU~tions) 

SAMPLE OFFERING DOCUMENT LANGUAGE 


DESCRIBING BOOK-ENTRY-ONLY ISSUANCE 


(P'ttpurtd b1 OTC-~ mancriOIJ ~)' 'bo app&:lble only to ~:emin 1'-U~el) 

1. The Depository Trust Comp:my ("DTC'1. New York, NY, will c.ct as sccuritie:l depository for lhc 

st:curities (the ''Securities'~. The Securities will be i~cd as fully-registered sccuritie~ registered 1n the mnnr; of 

Cede & Co. (DTC's partnership nominee) or such other lW11e as NY be requested by M authQrizcd rcprc:~t:ntotive 

ofDTC. One fully-rcgistc:rod Se<ority cc:rtificote will be issued for [each issoe of] the Securities, (eooh] in the 

·~• principal >mount of such issue, 1111d will be deposited wilh DTC. [If, however, the ag&r- principal 

amount of [:my] issue cxooe<ls SSOO million, one ccrtific:lrte will be issued with re.pect to eoch SSOO million of 

principttl amou:t~t. .end an additional ccn.lfic:Mc will Wucd with respect to amy remaining principallllllOunt of ~uch 

i>sue.} 

2. OTC, the world's lwgesr: securities dcpos:ilory, is a limited-purpose rru.~ compmy orgtU'Ii?..ed under 

the: New York Banking Law• .o. ''banking orgMitntion'' within lhc It\CW'Iing of the New York ao.nking Law, u 

member of lhc Fodernl Reserve System, • "elearing corpoodion" within the mc:ming of the New York Unifonn 

CommcrcU!l Code, and ~ ''dearing 1\gtncY' registered pursunnt to th~ provi:riorut of Section 17A of the ~curities 

Exchange Act of 1934. DTC holds and provides""""' servicing for ovc:r 3.5 mill\on i$$1la of U.S. and non•U.S. 

equity iSSiles, oorpor:~te lOild moniclpal debt issues, and money m:akct instrllments (from over 100 co~ntries) th:n 

DTC's participantS ("Direct Participolllts'1 d<:posit with DTC. DTC aloo facilillltcs the post-trade settlement among 

Direct Pt~ttieipnnt5 of sales and other securities transactions 1n deposited securities. through electronic comp\lterized 

book~entry transfer& tu1d pledges between Direct Participmrt5' aocounts. This eliminates the need for phy~;ical 

rnovemcn1 Qf S¢Curlrics certificateS. Direct PaniciplUlts include both U.S. and. non-U.S. securities brokers and 

de<>lcrs, honks, trU>t companies, clcmng corpoollions. :~t~d CCitlUn other Of81lni:r.ations. DTC is a wholly·owne<l 

subsidi;uy of The Depository Trust & Clearing Corpor:1tion ("DTCC'). DTCC is the holding compony for DTC, 

Nmional Scourities Cleoring Corporation ond Fixed Income Cleoring Corpcrlllion, all of which arc rcgi.slmd 

clearing agencieS. DtCC is owned by the users of its rcgulmed subsidbriC$. Ac<:e:SS to the 0TC system i~ al:;o 

avaihtblc: to others such as both U.S. ;md non·U.S. sccl.lriries brolccrs :md dealers, banks, tntst companies. ~d 

dQ\ring oorporations thllt <:le.;tr through or maintain tt cu.uodial n:I!Stionship with a Direct Participant,. ¢ither directly 

or indirectly (-Indir<ct Participantll'). DTC hos Stmdard & Poor's higheat r>ting: AAA. The ore Rules 3JlPli<:llblc 

to its PD.rticlpams arc on fil~; With the Securities and. Exchange Cc:lmmiS3ion. More inforT113tion about DTC <::m be 

found 3t wwv...dtce.t(?;m and www.dtc.org. 

3. Purchases of Se<uritic::< under the DTC system must be made by or throush Direct Porticipontll, 

which will r=ivc • credit for the Securities on DTC's m:otds. The ownership interest of each ~1 purchaser of 

each Security t'8enefieial Owner'1 is in tum to be reeordod on the Direct and Indirect P:micip:mts' reco'd.~ 

Beneficial Owners will not receive written conftmllltion from DTC of !heir P\lr<hose. Balcficial Owners ·~ 

however, c:xp~cd to receive writt~ confirmations pro\oiding dcuU Is of the tr'ansltc:tion. ns well as periodic 

statements oftheir holdinSSt from the Direct or Indir~ ParticiptT~tthrough which 1hc B¢1"leficial Owner c:ntl;l"r!d into 

the tnlnsaetion. Tr:msf~ of ownership intcn:sts in the Securities I:I!C to be p:ccompHshOO by aatrics made on the 

books of Direct ••d Indirect Participants acting on hchalf of Beneficial Ownrn. B<neliclol Owners will not te(<ive 

ccrtifientes representins: their owner$hip intacsts in Securities, except in the event th;t use of the book-cmry ~em 

for the Securities is discontinued. 

4. To facilitate subsequent trnnsfcrs, all Seeurilies deposited by Direct Pnrticipants with DTC are 

registered in the munc: of DTCs parmaship nominee, Cede & Co., or 5\ICh other name as rn.ay be TCQuest~ by an 

authorUed ~resentativc ofDTC. The deposit of Securities with DTC and their registration in the: name; of Cede &. 

Co. or such o1hcr DTC nominee do not effect any change in bc:n~ficial ownership. DTC hils no knowledge. ofthe 

ocrual Bcnoficial Owners of the Se<utities; DTC's m:ords rcflcet only the identity of the Direct P>rticipants 10 

whose accounts such Securities nre credited, which nmy or may not be the Benetil;ial ONnc:rs. The Direct and 

Indirect Pomi~nts will remain responsible for keeping account o( thcir holdings on bcbM{ oftheir CU$1:omcrs. 

BLOR 03125108 
SCHEDULE A 

(To Blanket lssu~ ~~~ ofR~rescmations) 

5. COnveyance of notiCe$ Qnd other communications by DTC to Direct Pnrticipo.nts, by Direct 

PIJlliciponts to Indirect Paniciponts, ond by Direct P.niciponts ond lndirca P.nicipl.nts to S.neficiol Owners will b<: 

governed by lllTD.ngements among them. subj.::et to any st!tutoxy orregylatory requirements liS may be in effect from 

time: to time. [Beneficia] Owners ofSecurities ml)' wish to tnl<e cemtin steps. to augmc:nt the transmission to thc:m of 

notices of ::..isnificaru event~ with rcsp.:ct to the SeQntrics. such ilS redemptions, tenders, dcfil.ults, EaJd propo.c;ed 

amcndmc:nts «> Jhc Security docum<~us. For exo~lc, lkncficilll Owners of Securities IIIllY wish 10 oseertoin thot 

Jhc nominee holding Jhc Securities for their b<:nefit has agreed 10 obtllin ond tr:msmit notices to Boneflciol Owners. 

In the altcnwivc, lkru:ficiatl Ownet:s mtLy wish to provide their ruunes ond addresses to th~ registrnr nnd request th.u.t 

c:opics ofnotices b<: provided directly to them.] 

(6. Redemption notices shall bc sent 10 DTC. Ifless thon all ofthe Securities within on issue ore being 

redeemed. mc·s przcticc is to determine by lot the: amount oftJ,e interest of each Direct Porrlcipant in such issue to 

be redocmcd.] 

7. Neither DTC nor Cede & Co. (nor my other DTC nominee) will consent or vote with respect to 

Securities unless authorized by a Direct Participont in occordancc with DTC's MMI Procedures. Under its u8\lal 

proccd=s, DTC li'Oils an Omnibus Pro•y 10 !<SUer •• """" as possible after tho record date. The OJmibiiS Proxy 

as:ri.gns Cede & Co.'s consenting or voting rights to those Direct Portici)Xlllts to wbo:sc: aceounts Securities arc 

credited on the record date (identified in a ti~ting llUt~ehcd 10 the Orrmibus Proxy). 

8. Redemption prooeeds, Qismllution<, and dividend payments on the Securities will be made to C.<ic 

&: Co.. or such othc:r nominee os m:ty be requdted by M tu.~thoriwd rcpres.entntive of DTC. DTC's practice is to 

credit Dircet PIU'ticiponts' ~ccounts upon DTC's receipt of funds und eorteSPC>nding detail inform.'ltion from lSS\ler 

or Agent, on pa)"lblc date in acoordanco with their respective holdings shown on DTC's rcoorda. P•ymcms by 

Porticip•nts to Bcneficlol Owners will be aoverncd by standing instructioos '"'d customary plliCiiCC$, ns is the ca,. 

with securities held for the .a"ounts of CUStomers: in bearer fonn ot registered in ..street name;· and will be the 

responsibility of such Participant and not of DTC, A&cnt, or Issuer, subject to ony s«>IUIOI'y or regulatory 

rcquirt:lllalts as may be in effect from time to time. Payment ofredemption proceeds, distributions. and dividend 

paymentS to Cede & Co. (or such other nominee as may be requested by an authori<ed l'<J"CScntaJ.ive ofDTC) is 

the responsibility of issuer or Agent, disbursement of such payments to Direct P.niciponts will be the 

responsibility of DTC, :md disbursement of such p:tymc:nl3 to the S<neficial Owners will be the responsibility of 

Direct and Indirect Panicip~t~ts. 

[9. A Beneficial Owner shall &;ive notice to elect to have its Securities purohased or tendered, through it< 

Pmicipant, to [fender/Remarkcting] Agent, and shall effect dciivocy of such Securities by C!lusing the Direct 

P.micip*EU to tnmsfer the Participant's interest in the Sa:uritics1 on DTC's records, to (Tcndcr!Remnrketing] Agent. 

The rcq,uirement for physical delivery of Securities in connection with an optional tender or a IY'IDndatory pure~ 

will be deemed ~ti,ficd when the ownmbip rights in the Securities :src tranSferred by Direct Participants on DTC's 

K<:Ords and followed by • book-entry credit oftcnd=d Securities to [Tender/Rcmarketingj A8ent's DTC account.] 

10. DTC ll'lay discontinue providing its sa-vices .a.s depository with r~ U> the Securities at any time 

by gi'Yin¥ rcusonQble notice to Issuer or Agent. Under such cin::utnatances, in th~ event that a su~s.sot depository i~ 

not obtained, Security certificates arc r«]uired to be printed lind delivered. 

11. Issuer may decide to discontinue usc of the oystem of book-entry-only ttt>nsfcrs through DTC (or a 

succc= sccwiti.. depository). In that event, Security ccrrlficatos will be printed and dclivc:rcd to DTC. 

12. The information in this section concerning DTC nnd DTC's bookooentry systc:mhas been obmined 

from sources that Issuer bcliC:V'CS to be relinble, but Issuer takes no responsibility for the accuracy th¢teof. 

BLOR 0312S'08 
The Depository Trust Company A,.llolol,_,of,.,.~....., ..c....,.,.-

Repnsentalions for Rulo 144A Securities 


to ~luded lo DTC Letter ofRe!!rw:ntatioas 


201Q-2 SFR Venture, lLC 

HI.: 6rll&lltt Mil Ct-JIAH'(,l. itapplbble 


Claas A Pun:hase Money Notee due 2017 

-----,-==~~--·--·- Cl!SrP ••Kr(•)ofthr~

I. l!<utr .....,.nlS that atlll<:tin!t: oflt\itia! regimtion in Ill<: nome ofOTC's nom!n.., Cede & Co., the 

Sc<ur!tioo '""'" Lqally or Conlrai:Uially RI:Mctod Sc:cllrities, 1 eligible for tronsfcr under Rule I44A under lbc 

Sc<llrilios Ad. ofl933, asamende<l (the "SocllriticsAct"), and id<ntified by aCUSIPorCINS idemificotioo nlft1lbor 

that wasdUTercnt from any CUSIP or CINS idcn~lic:ation number assi,&ned toony tecuritia ofthesamccbiss !hal 

"""' not Legally or Contndually R..oricl>:d Seouriti.s. Issuer shall 00$1m that a CUS!P « CINS ldcntlfiwion 

number is obtained f'c< an urnntrictod !Ccuritios ofthe some elassthat Is different fi'Om any CUSIP or CINS 

idcntifict.tion numberassigned to a Legally or ConttaCIUOIIy Restricted Sc<urily ofsl>Ch elaos,and •hall notiljl DTC 

pcomptly in tho event that ~ is unable to do •o. .....,r "'~"""""" that it hu qn:cd to comply .nllt all applicable 

inf01111a!ion requirements ofRule 1441\. 

2. wucrand 1\georacknowledgethat, oolong as Cecle 8t Co. is areco<d owneroflltc Sceurilios, Cede 11. 

Co. shall he entltlcd to all applicable votill& rights and receive the full amount ofall distributi.,. payable with 

respect lll<:reto. I...., and Agentacknowlcd&< that DTC shall um any OTC Panle!pont (""hnicipont") llavin& 

S..Uritlcs C!Cdi1>Kito its DTC ...,.,Ill$ as entided to the full benefils ofowncnhip of sucll SC:Curiti... Wlthollt 

!im!ring the&"'cralll)l oflll<:prccedina sen>ence,l,.ucrMd AJcntaclmowlcdgc that DTC shall trca1 any PanicipaM 

having So:urities credited toil$ DTC a=counti as entitled to •c~i've distributtons (and votin& rights. if any) in 

n:spect ofthe Soc\lrities, ond tc ,...ive il'of'1 DTC oertificotts evidcnci~~& Securltieo. J,.ucr•nd Agent reeosnlzc 

tllat DTC docs not in any way IITldtrlake to, and shall not Juve aoy ""ponsibUity !1>, monitol' or IISCt1'tllin the 

compliance of any u.nsactions in lite Securiti.. with any of the J>TOVioions: (a) of Role !44A; (b) of other 

exemptiOM OOrn rcgistrltion under the Sccuri'tia Acl cr any other statt or federal securities laws; or {c:) or the 

oft'cring dOCU!Il<MS. 20111-2 SFR VenllJre. LL.C, 

Very truly yours, By FedeiOIIJepOoit ,,.....,.,. Corporootlon •• 

Recaiver for vatlouo Foiled ~nkl. N Sola 

Reooivod and Aeoap!Od 

THIDUOSITORVTRUSTCOMPANY 

By: 

1

A"'t.qtJly~lkcai1y"' Ia 1 Oll\il•ra1ric.1cidsccurity, udct'ot.N ;~~, ~~ 144(&Xl) A""C~Iylasrid&d~-is • 

ICCMril) IIIII "ffQQ iDUiftC.O t.nC1 ¢011ri!lllllb' tllmdbr c:NJ «tJy IC)kl IIW!IIIrlt» IU&1W'Jcn $ Ul'dll' 'lfle Act.ltlllc 14M. Rlllt 144, or 111a 

lnNit:lionnmtl' r/'011'1 tht ~011 Nil~orUw Scwilkl Act ptnUM~I" $eWon " o.ttbc Sotutk~ N:l and 1101 ilwolwlft& lilY publk ofkr1.:. ~tt~r~t~Ytr, thl1.onotllle~ii:IOld~IO~btptOl'~iolll.of'illlt144. indllllill. Rulr \<M(II)(IJ, iltorill ~CIMCIOiU'"CONfKt..ll)­

ldtt~~... F111 parposDOflllb.CIIt'lllitioa\ infllltt(qta~&ary ruzipi1Qfx~ a"1.q.lnyor~.,.ltOII'M.'tfills.:.rily;&llc 

\l'lllettyiAJ ltCIIrilyl'l'liiiiiiiObc• -~~yore~~S«uri!)o." 

1"-'lmf'IMllllr:ct\noclu ~..y.T~n.t~.Tr.t!Cr AI'Ctlt«h)inJA~u-"H'Lftlcfon ~iosin1M DTC l.attror 

ltqlroznWiiiU • ....tticb 'ltlif.tkkt"Y ...ppcldal 

!+lA Rillllr06-2009 

TOTAL P.006 

FORM OF DTC "IMPORTANT NOTICE" FOR AN ISSUE SUBJECT TO SECTION 3(C)(7) RESTRICTIONS. 


NOTE: THE AITACHED FORM SHOULD BE SUBMITTED BY THE DTC PARTICIPANT IN CONJUNCTION 


WITH THE DTC ELIGIBILITY QUESTIONNAIRE. 

THE DEPOSITORY TRUST COMPANY 


B#: 

DATE: 

TO: 

CATEGORY: 

FROM: 

ATTENTION: 

SUBJECT: 

(A) CUSJP Number(s): 

(B) Security Description(s): 

(C) Offer Amount(s): 

(D) Managing Underwriter: 

(E) Paying Agent: 

(F) Closing Date: 

Special Instructions: 

IMPORTANT 

[ASSIGNED BY DTC ] 

[ASSIGNED BY DTC ] 

ALL PARTICIPANTS 


Settlement/Underwriting 


Robin Bainlardi, Director, Underwriting Department 


Data Processing & Underwriting Managers 
 ' 

Section 3(c)(7) Restrictions for 2010-2 SFR Venture, LLC 

__,_ 

CLASS A PURCHASE MONEY NOTES DUE JUNE 25, 2017 

$56,100,000 

L 

CITIBANK, N.A. 

JUNE 25, 2010 

Refer to the attachments for important instructions from the Issuer. 

- I - 3(c)(7) Notice- 07/2008 

NY2 2055714.1 
2010-2 SFR VENTURE, LLC 


Re: CLASS A PuRCHASE MONEY NOTES DuE JUNE 25,2017 JUNE 25,2010 

The Issuer and the Placement Agent are putting Participants on notice that they are 

required to follow these purchase and transfer restrictions with regard to the above-referenced security. 

In order to qualify for the exemption provided by Section 3( c )(7) under the Investment 

Company Act of 1940, as amended (the "Investment Company Act"), and the exemption provided by 

Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), offers, sales and 

resales of the Class A Purchase Money Notes due June 25, 2017 (collectively, the "Securities") may 

only be made in minimum denominations of $10,000 to "qualified institutional buyers" ("Qffis") 

within the meaning of Rule 144A that are also "qualified purchasers" ("~'') within the meaning of 

Section 2(a)(51)(A) of the Investment Company Act. Each purchaser of Securities (i) represents to and 

agrees with the Issuer and the Placement Agent that (i) the purchaser is a QIB who is a QP (a 

"Offi/OP"); (ii) the purchaser is not a broker-dealer which owns and invests on a discretionary basis 

less than $25 million in securities of unaffiliated issuers; (iii) the purchaser is not a participant-directed 

employee plan, such as a 401(k) plan; (iv) the QIB/QP is acting for its own account, or the account of 

another QIB/QP; (v) the purchaser is not formed for the purpose of investing in the Issuer; (vi) the 

purchaser, and each account for which it is purchasing, will hold and transfer at least the minimum 

denomination of securities; and (vii) the purchaser will provide notice ofthe transfer restrictions to any 

subsequent transferees; and (ii) acknowledges that the Issuer has not been registered under the 

Investment Company Act and the Securities have not been registered under the Securities Act and 

represents to and agrees with the Issuer and the Placement Agent that, for so long as the Securities are 

outstanding, it will not offer, resell, pledge or otherwise transfer the Securities except to a QIB that is 

also a QP in a transaction meeting the requirements of Rule 144A. Each purchaser further understands 

that the Securities will bear a legend with respect to such transfer restrictions. See the Class A 

Purchase Money Notes due June 25, 2017. 

- 2- 3(c)(7) Notice- 07/2008 

NY2 2055714.1 
The charter, bylaws, organizational documents or securities issuance documents of the 

Issuer provide that the Issuer will have the right to (i) require any holder of Securities who is 

determined not to be both a QIB and a QP to sell the Securities to a QIB that is also a QP or (ii) redeem 

any Securities held by such a holder on specified terms. In addition, the Issuer has the right to refuse 

to register or otherwise honor a transfer of Securities to a proposed transferee that is not both a QIB 

andaQP. 

The restrictions on transfer required by the issuer (outlined above) will be reflected 

under the notation "3c7'' in the DTC's User Manuals and in upcoming editions ofthe DTC's Reference 

Directory. 

Any questions or comments regarding this subject may be directed to Matthew 

Fistonich <11•1 ). 

-3- 3(c)(7) Notice- 07/2008 

NY2 2055714.1 
AUTHENTICATION ORDER 


Order for Authentication and 


Delivery of the Notes 


June 25, 2010 

To: 	 Manager, Capital Markets & Resolutions 

c/o Federal Deposit Insurance Corporation 

550 17th Street, NW (Room F-7014) 

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

Re: 	 Class A Purchase Money Notes due June 25, 2017 

Ladies and Gentlemen: 

Reference is made herein to Custodial and Paying Agency Agreement, dated as of June 

25, 2010, by and between 2010-2 SFR Venture, LLC, as the Company, the Federal Deposit 

Insurance Corporation, as the Purchase Money Notes Guarantor, the Federal Deposit Insurance 

Corporation, as the Collateral Agent, and Citibank, N.A., as the Custodian ("Custodial and 

Paying Agency Agreement"). Capitalized terms used but not defined herein shall have the 

meanings ascribed to them in the Custodial and Paying Agency Agreement. Pursuant to Section 

2.4 of the Custodial and Paying Agency Agreement, the Manager hereby instructs and authorizes 

you, on the issue date specified below, (i) to complete (A) one Class A Rule 144A Gobal Note, 

in registered global form denominated in the aggregate principal amount of U.S.$ 56, I 00,000.00 

and (B) one Class A Regulation S Certificated Note in registered certificated form denominated 

in the aggregate principal amount of U.S.$0.00, in each case, in accordance with the relevant 

provisions set forth below, (ii) to authenticate the Regulation S Certificated Note and the Rule 

144A Global Note and (iii) (A) to deposit the authenticated Rule 144A Global Note with 

Citibank, N.A., as a custodian for DTC and to deliver the authenticated Regulation S Certificate 

Note to the Federal Deposit Insurance Corporation at Manager, Capital Markets & Resolutions, 

c/o Federal Deposit Insurance Corporation, 550 171 

h Street, NW (Room F-7014), Washington, 

D.C. 20429-0002, Attention: Ralph Malami. 

I 

FDIC SFR 2010-2 

Authentication Order 

Pool Nos. 24020 and 24021 

NY2 2055487.1 
Rule 144A Global Note

Class Class

Principal Amount $56100000.00

Interest Rate Fixed rate set forth in the Custodial and Paying Agency Agreement

Repayment Place Office of the Paying Agent in New York New York

Issue Date June 25 2010

Maturity Date June 25 2010

CUSIP

ISIN

II Regulation Certificated Note

Class Class

Principal Amount $0.00

Interest Rate Fixed rate set forth in the Custodial and Paying Agency Agreement

Repayment Place Office of the Paying Agent in New York New York

Issue Date June 25 2010

Maturity Date June 25 2017

CUSIP

ISIN

ITO BE COMPLETED FOR EACH FORM OF NOTE TO BE AUTHENTICATED

Very truly yours

TPAM II LLC Delaware limited liability company as

Private Owner

By Turning Point Asset Management LP

Delaware limited partnership

By Turning Point Asset Management LLC

Delaware limited liability company

By

Name Matth

Title Manager

Page to Authentication Order

FDIC SER 2010-2

Authentication Order

Pool No 24020 and 24021

NY2 2055487.1

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