2010-1 CRE Venture, LLC

2010-1 CRE VENTURE, LLC

CLASS A-2 PURCHASE MONEY NOTE

(REGULATION S CERTIFICATED)

(Maturity Date June 25, 2013)

$0 Certificate No.: A2-R-2

ISIN No.: July 2, 2010

CUSIP No.:

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”). C PY

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 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. THE HOLDER

HEREOF, BY ITS ACCEPTANCE OF THIS PURCHASE 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 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 THAT IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S 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 REGULATION S UNDER

THE SECURITIES ACT AND, IN THE CASE OF BOTH CLAUSES (A) AND (B), 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, AND (2) THAT

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(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, (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 AND (viii) UNDERSTANDS THAT THE ISSUER 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 REQUIRED TO EXECUTE AND DELIVER TO THE

PAYING AGENT AND THE COMPANY A CERTIFICATE INCLUDING CERTAIN

REPRESENTATIONS AND AGREEMENTS AS SET FORTH IN THE APPLICABLE

EXHIBIT TO THE CUSTODIAL AND PAYING AGENCY AGREEMENT. C PY

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 THE PURCHASE MONEY NOTES, 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

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ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE PAYING

AGENT.

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY NOTE OR

ANY INTEREST THEREIN 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 OF 1986, AS AMENDED (THE “INTERNAL REVENUE CODE”) OR A

PLAN SUBJECT TO ANY NON-U.S., 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 REQUIRED TO REPRESENT THAT THE ACQUISITION

AND HOLDING OF THIS PURCHASE MONEY NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION

4975 OF THE INTERNAL REVENUE CODE OR A VIOLATION OF SIMILAR LAW.

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 A PERSON 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 OTHERWISEC PY INDICATED IN THE CUSTODIAL AND PAYING

AGENCY AGREEMENT, INTERESTS IN THIS PURCHASE MONEY 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 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.

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2010-1 CRE VENTURE, LLC

CLASS A-2 PURCHASE MONEY NOTE

(REGULATION S CERTIFICATED)

(Maturity Date June 25, 2013)

$0 Certificate No.: A2-R-2

ISIN No.: July 2, 2010

CUSIP No.:

FOR VALUE RECEIVED, 2010-1 CRE Venture, LLC, a Delaware limited

liability company (herein referred to as the “Issuer”), hereby unconditionally promises to pay to

the order of Cede & Co., or its successors and registered assigns, the principal sum of $0 (Zero

and 00/100 United States Dollars). No interest shall accrue on the outstanding principal amount

of this Purchase Money Note. The entire outstanding principal amount of this Purchase Money

Note shall be due and payable on June 25, 2013 (the “Maturity Date”) or such earlier date as

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

The principal of 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. 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 of the Custodial and Paying Agency

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

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, that certain

Custodial and Paying Agency Agreement, dated as of July 2, 2010 (as further 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”), among the Issuer, the Federal Deposit Insurance Corporation, in

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

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

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

Agreement, dated as of July 2, 2010 (as amended, supplemented or restated from time to time,

the “Reimbursement, Security and Guaranty Agreement”), and Wells Fargo Bank, N.A.

C PY

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

prior written consent of the Purchase Money Notes Guarantor. Any amount repaid or prepaid

under this Purchase Money Note may not be reborrowed.

The Holder, by acceptance of this Purchase Money Note, covenants and agrees

that no recourse may be taken, directly or indirectly, with respect to the rights of the Issuer under

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 of their Affiliates.

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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 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 of this

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

Minneapolis, Minnesota. If any payment of principal of, or any other amount owed by the Issuer

under, 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 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,

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.

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 of the requested

transfer) of this Purchase Money Note for registration and transfer, duly endorsed by, or

accompanied by a written instrument of transfer 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 on this Purchase Money

Note and deliver the same to the transferee. A transfer of this 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.

C PY

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 of loss, 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 of the 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 of any of the 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 of the foregoing shall be affected by notice to the

contrary.

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Upon the occurrence of an Event of Default specified in Section 4.1(b)(i)(A) of

the Reimbursement, Security and Guaranty Agreement, this Class of Purchase Money Notes

shall forthwith automatically become immediately due and payable, both as to principal and as to

any other amounts owed by the Issuer hereunder, without any action on the part of the Holders

(as of the relevant Record Date) and without the consent of the Purchase Money Notes

Guarantor. Upon the occurrence of any other Event of Default defined in the Reimbursement,

Security and Guaranty Agreement, the Holders of more than fifty percent (50%) of the

outstanding principal amount of this Class of Purchase Money Notes may, with the consent of

the Purchase Money Notes Guarantor, and shall, at the direction of the 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 hereunder, shall forthwith become immediately

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

any kind, all of which are hereby expressly waived by the Issuer.

If and 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 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 under 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, omissionC PY or waiver on the part of the Holder in exercising any right

hereunder shall operate as a waiver of such right or any other right of the 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 otherwise set forth herein, the rights and remedies

of the Holder are cumulative and not exclusive of any rights or remedies the Holder would

otherwise have.

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 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 of the

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 of counterclaim,

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

Person.

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

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

as shall be designated by such party in a notice to the other parties. All such notices and other

communications shall be deemed to be given or made upon the earlier to occur of (i) actual

receipt (or refusal thereof) by the relevant party hereto and (ii) (A) if delivered by hand or by

nationally recognized courier service, when signed for (or refused) by or on behalf of the

relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails,

postage prepaid; and (C) if delivered by electronic mail (which form of delivery is subject to the

provisions of this paragraph), when delivered. In no event shall a voice mail message be

effective as a notice, communication or confirmation hereunder.

If to the Issuer, to:

2010-1 CRE Venture, LLC

2450 Broadway, 6th Floor

Santa Monica, CA 90404

Attention: Paul Fuhrman

Email Address:

with a copy to:

Colony Capital, LLC

660 Madison Avenue

New York, NY 10065

Attention: Ron Sanders

and if to

Email

the Holder

Address:

hereof,

rsanders

C PY

to the Custodian and Paying Agent on its behalf:

Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Client Services Manager

Ref: Multibank 2010-1 CRE

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 of this Purchase Money Note may be amended from time to time only

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

Purchase Money Notes Guaranty.

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

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

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

construction of this Purchase Money Note to the law of another 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 of the United States District Court for

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

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

commenced by 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;

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

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

District o Columbia; or C PY

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

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

inconvenient forum.

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

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

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), 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 of the

State of New York; or

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

an inconvenient forum.

(iii) agrees to bring any suit, action or proceeding by 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 of New York or the United States District Court

for the District of Columbia, and waives any right to remove or transfer such suit, action or

proceeding to any other court or dispute-resolution forum without the consent of the FDIC

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Holder, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the

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

Court for the District of Columbia at the option of the FDIC Holder; and

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

of New York and the United States District Court for the District of Columbia both lack

jurisdiction to hear a suit, action or proceeding falling within paragraph (a)(iii) above, to bring

that suit, action or proceeding in only the Supreme Court of the State of New York, and waives

any right to remove or transfer such suit, action or proceeding to any other court or disputeresolution forum without the consent of the FDIC Holder.

(b) Each of the Issuer and each Non-FDIC Holder, on behalf of itself and its

Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against

it in any suit, action or proceeding falling within 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 behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees

that 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 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 of any party to serve

process in any other manner permitted by Law. C PY

(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)(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 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 Certificated Note may be exchanged for a beneficial interest in a

Rule 144A Global Note, subject to the restrictions as set forth in the Custodial and Paying

Agency Agreement.

Title to Purchase Money Notes shall pass by registration in the Purchase Money

Notes Register kept by the Purchase Money Notes 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.

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C PY
______________________________________

______________________________________

_____________________________________________________________

_____________________________________________________________

_____________________________________________________________

_____________________________________________________________ C PY

ASSIGNMENT FORM

For value received _______________________________________

does hereby sell, assign and transfer unto

Please insert social security or

other identifying number of assignee

Please print or type name

and address, including zip code,

of assignee:

the within Purchase Money Note and does hereby irrevocably constitute and appoint

____________ as an Attorney-in-fact to transfer this Purchase Money Note on the books of the

Paying Agent with full power of substitution in the premises.

Date: ______________ Your Signature:

(Sign exactly as your name

appears in this Purchase Money Note)

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SCHEDULE A

LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS

Bank Name City State Fund Closing Date

Silver State Bank Henderson NV 10013 September 5, 2008

First Georgia Community Bank Jackson GA 10025 December 5, 2008

Bank of Clark County Vancouver WA 10029 January 16, 2009

Ocala National Bank Ocala FL 10032 January 30, 2009

First City Bank Stockbridge GA 10047 March 20, 2009

Omni National Bank Atlanta GA 10048 March 27, 2009

New Frontier Bank Greeley CO 10050 April 10, 2009

American Southern Bank Kennesaw GA 10053 April 24, 2009

First Bank of Beverly Hills Calabasas CA 10054 April 24, 2009

First Bank of Idaho Ketchum ID 10055 April 24, 2009

Michigan Heritage Bank Farmington Hills MI 10056 April 24, 2009

America West Bank Layton UT 10057 May 1, 2009

Citizens Community Bank Ridgewood NJ 10058 May 1, 2009

Silverton Bank Atlanta GA 10059 May 1, 2009

Westsound Bank Bremerton WA 10060 May 8, 2009

Bank of Lincolnwood Lincolnwood IL 10064 June 5, 2009

Community Bank of West

Georgia C PY Villa Rica GA 10068 June 26, 2009

Integrity Bank Jupiter FL 10095 July 31, 2009

Community Bank of Nevada Las Vegas NV 10100 August 14, 2009

Community Bank of Arizona Phoenix AZ 10101 August 14, 2009

Union Bank Chandler AZ 10102 August 14, 2009

Corus Bank Chicago IL 10117 September 11, 2009

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