SFG Transaction 

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, ALL OTHER 

APPLICABLE LAWS OF THE UNITED STATES OR ANY OTHER JURISDICTION AND 

THE RESTRICTIONS ON SALE AND TRANSFER SET FORTH IN THE CUSTODIAL AND 

PAYING AGENCY AGREEMENT REFERRED TO IN THIS PURCHASE MONEY NOTE 

(THE "CUSTODIAL AND PAYING AGENCY AGREEMENT"). THE HOLDER 

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

REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, 

RESELL, 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 CUSTODI D PAYING AGENCY 

AGREEMENT REFERRED TO HEREIN (A) T. SFEREE (1) THAT IS A 

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

INVESTMENT COMPANY ACT P S OR ITS OWN ACCOUNT OR FOR THE 

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

PURPOSE OF INVESTING IN THE I ER (EXCEPT WHEN EACH BENEFICIAL 

OWNER OF THE PURCHASER IS A QUALIFIED PURCHASER), (II) HAS RECEIVED 

THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS IF THE PURCHASER IS 

A PRIVATE INVESTMENT COMPANY FORMED BEFORE APRIL 30, 1996, (III) IS NOT 

A BROKER-DEALER THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS 

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

PENSION, PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN IN 

WHICH THE PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS APPLICABLE, MAY 

DESIGNATE THE PARTICULAR INVESTMENTS TO BE MADE, AND IN A 

TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE 

INVESTMENT COMPANY ACT EXEMPTION AND (V) AGREES TO PROVIDE NOTICE 

TO ANY SUBSEQUENT TRANSFEREE OF THE TRANSFER RESTRICTIONS PROVIDED 

IN THIS LEGEND AND (3) THAT IS A PERSON WHOM THE SELLER REASONABLY 

BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A 

UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE 

ACCOUNT OF A "QUALIFIED INSTITUTIONAL BUYER" IN COMPLIANCE WITH 

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

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

Structured Transaction Commercial2010-1 SFG LLC 

Purchase Money Note #2 ($50,000,000) 

WDC99 1871272-1.084080.0017 
COMPANY ACT AND, IN THE CASE OF BOTH CLAUSES (A) AND (B), IN A 

PRINCIPAL AMOUNT OF NOT LESS THAN U.S.$500,000 FOR THE PURCHASER AND 

FOR EACH ACCOUNT FOR WHICH IT IS ACTING. EACH PURCHASER OR 

TRANSFEREE OF THIS PURCHASE MONEY NOTE WILL BE DEEMED TO HAVE 

MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT. 

THIS PURCHASE MONEY NOTE IS NOT TRANSFERABLE EXCEPT IN 

ACCORDANCE WITH THE RESTRICTIONS DESCRIBED HEREIN AND IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT. ANY SALE OR TRANSFER IN 

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

VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY 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 ~N-PERMITTED HOLDER (AS DEFINED 

IN THE CUSTODIAL AND PAYING AG~Y'%GREEMENT) TO SELL ITS INTEREST 

IN THE PURCHASE MONEY NOTES~~AY SELL SUCH INTEREST ON BEHALF OF 

SUCH OWNER. (f>~ 

PRINCIPAL OF THIS PUR~SE MONEY NOTE IS PAY ABLE AS SET FORTH 

HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS PURCHASE 

MONEY NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE 

FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE MONEY NOTE MAY 

ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE PAYING 

AGENT. 

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY NOTE (OR 

ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE REPRESENTED AND 

WARRANTED THAT AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE 

PERIOD OF ITS HOLDING AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR 

ANY INTEREST HEREIN) EITHER (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF 

OR USING THE ASSETS OF, A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE 

RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR 

SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 

"CODE"), OR A FOREIGN, GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT 

TO ANY FOREIGN, FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY 

SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF 

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

(INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF RIGHTS HEREUNDER) 

AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) 

WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED 

2 

Structured Transaction Commercial2010-l SFG LLC 

Purchase Money Note #2 ($50,000,000) 

WDC991871272-1.084080.0017 
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, 

IN THE CASE OF A FOREIGN, GOVERNMENTAL OR CHURCH PLAN, A VIOLATION 

OF ANY SUBSTANTIALLY SIMILAR FOREIGN, FEDERAL, STATE OR LOCAL LAW). 

ANY TRANSFER, PLEDGE OR OTHER USE OF THIS PURCHASE MONEY NOTE 

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

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

THIS 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 THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS 

REQUESTED BY AN AUTHORIZED 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 OF 1986, AS AMENDED, THIS PURCHASE MONEY NOTE IS BEING 

ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU MAY CONTACT THE FEDERAL 

DEPOSIT INSURANCE CORPORATION AT 0 17TH STREET, N.W., ROOM F-7014, 

WASHINGTON, D.C. 20429, ATTENTIO H MALAM!, AND THE FDIC WILL 

PROVIDE YOU WITH THE ISSUE P D THE YIELD TO MATURITY OF THIS 

PURCHASE MONEY NOTE. () 

THE F AlLURE TO PROVI~HE 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 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 CODE) MAY 

RESULT IN THE IMPOSITION OF U.S. FEDERAL BACK-UP WITHHOLDING UPON 

PAYMENTS TO THE HOLDER IN RESPECT OF THIS PURCHASE MONEY NOTE. 

INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN MINIMUM 

DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$1,000 IN 

EXCESS THEREOF. 

3 

Structured Transaction Commercial2010-l SFG LLC 

Purchase Money Note #2 ($50,000,000) 

WDC99 1871272-1.084080.0017 
PURCHASE MONEY NOTE 


Certificate No.: 

ISINNo.: 

CUSIPNo.: 

A-R-1 

$50,000,000 May 18,2010 

FOR VALUE RECEIVED, 2010-1 SFG 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 $50,000,000 

(fifty million and 00/100 United States Dollars) (or such other amount as shall be the outstanding 

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

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

principal amount ofthis Purchase Money Note shall be due and payable on April18, 2013 (the 

"Maturity Date") or such earlier date as such amount shall become due and payable pursuant to 

the terms ofthis Purchase Money Note. 

The principal ofthis Purchase Money Note is payable in such coin or currency ofthe 

United States ofAmerica as at the time ofpayment~· s 1 gal tender for payment of public and 

private debts. All payments made by the Issuer wit ect to this Purchase Money Note shall 

be subject to the priority ofpayments set forth i~io 5.1 ofthe Custodial and Paying Agency 

Agreement dated as ofMay 18,2010 by andMtW~the Issuer, the Federal Deposit Insurance 

Corporation (in any capacity, the "FDIC , ~capacity as receiver for Silverton Bank, N.A. 

(in such capacity, the "Receiver"), as the ateral Agent under the Reimbursement, Security 

and Guaranty Agreement, the FDIC in its corporate capacity, as the guarantor ofthe Purchase 

Money Notes, the FDIC, as Receiver, as the Initial Member with respect to the Issuer, and the 

FDIC, as Receiver, as the Revolver Lender under the Revolving Credit Agreement, Square Mile 

Lodging Recovery LLC, as the Private Owner with respect to the Issuer, and Wells Fargo Bank, 

N.A. (as amended, supplemented or restated from time to time, and including any substantially 

similar agreement entered into by the Issuer and any new or successor custodian and paying 

agent, the "Custodial and Paying Agency Agreement"). 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 have the meanings provided in, or by 

reference in, the Custodial and Paying Agency Agreement. 

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

written consent ofthe Purchase Money Notes Guarantor. Any amount repaid or prepaid 

pursuant to this Purchase Money Note may not be reborrowed. 

The Holder, by acceptance ofthis Purchase Money Note, covenants and agrees that no 

recourse may be taken, directly or indirectly, with respect to the rights ofthe Issuer pursuant to 

the Custodial and Paying Agency Agreement or any Ancillary Documents or under any 

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

Servicer or any oftheir Affiliates. 

4 

Structured Transaction Commercia12010-1 SFG LLC 

Purchase Money Note #2 ($50,000,000) 

WDC99 1871272-1.084080.0017 
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 to the Paying Agent in writing or, at the option ofthe Holder hereof, by check to such 

address as the Holder shall have designated to the Paying Agent in writing, in each case without 

the presentation or surrender ofthis Purchase Money Note or the making 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 pursuant to, this Purchase Money Note 

becomes due and payable on a day other than a Business Day, the maturity thereof shall be 

extended to the next succeeding Business Day. 

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

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

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

withdrawals from the Accounts may be made 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 ofthe requested 

transfer) ofthis Purchase Money Note for registrat~d transfer, duly endorsed by, or 

accompanied by a written instrument oftransfe ~ecuted by, the registered holder hereof or 

its attorney duly authorized in writing. Up nder of this Purchase Money Note as above 

provided, together with the name, addr her information for notices ofthe transferee, the 

Paying Agent shall promptly register th' sfer, record the transfer on 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 the 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 ofthis Purchase Money Note and (a) in 

the case of loss, theft or destruction, ofindemnity 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 (2) 

Business Days thereafter, the Issuer shall execute and deliver, in lieu thereof, a new Purchase 

Money Note. 

The Paying Agent, the Servicer and any agent of any ofthe foregoing, may treat the 

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

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

5 

Structured Transaction Commercial20 10-1 SFG LLC 

Purchase Money Note #2 ($50,000,000) 

WDC99 1871272-1.084080.0017 
The occurrence or continuance of any one or more ofthe following events, whether such 

occurrence is voluntary or involuntary or comes about or is effected by operation ofLaw or 

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

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

Reimbursement, Security and Guaranty Agreement; or 

(b) the Issuer (i) makes an assignment for the benefit of creditors; (ii) files a 

voluntary petition for relief in any Insolvency Proceeding (as defined in the Reimbursement and 

Security Agreement); (iii) is adjudged bankrupt or insolvent or there is entered against the Issuer 

an order for relief in any Insolvency Proceeding; (iv) files a petition or answer seeking for the 

Issuer any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or 

similar relief under any Law; (v) seeks, consents to, or acquiesces in the appointment of a 

trustee, receiver or liquidator ofthe Issuer or of all or any substantial part ofthe Issuer's 

properties; (vi) files an answer or other pleading admitting or failing to contest the material 

allegations of a petition filed against the Issuer in any proceeding described in clauses (i) through 

(v); (vii) becomes unable to pay its obligations (other than the Purchase Money Notes, unless a 

Purchase Money Notes Trigger Event has occurred and is continuing and is not cured within ten 

(10) Business Days) as they become due; or (viii) at least sixty (60) days have passed following 

the commencement of any proceeding against the Issuer seeking reorganization, arrangement, 

composition, readjustment, liquidation, dissolutioeor s· ilar relief under any Law, and such 

proceeding has not been dismissed, or at least sixty: ays have passed following the 

appointment of a trustee, receiver or liquidatEio Is er or all or any substantial part of the 

Issuer's properties without the Issuer's ag~·~ acquiescence, and such appointment has not 

been vacated or stayed, or if such appoin e been stayed, at least sixty (60) days have 

passed following the expiration ofthe stay uch appointment has not been vacated. 

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

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

direction ofthe Purchase Money Notes Guarantor, in addition to any other available remedy, by 

notice in writing to the Issuer, declare this Purchase Money Note to be immediately due and 

payable, together with any other amounts owed by the Issuer pursuant to this Purchase Money 

Note, 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 immediately due and payable without the necessity of any presentment, demand, protest 

or any other notice of any kind, all ofwhich are hereby expressly waived by the Issuer. If an 

Event of Default specified in paragraph (b) above occurs, this Purchase Money Note shall 

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

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

the part ofthe Holder and without the consent of the Purchase Money Notes Guarantor. 

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 ofthe 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 

6 

Structured Transaction Commercial20 10-1 SFG LLC 

Purchase Money Note #2 ($50,000,000) 

WDC99 1871272-1.084080.0017 
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 of the Purchase Money Notes Guarantor, the Holder shall 

execute written assignments of such claims. 

The Issuer shall pay to the Holder hereof such additional amounts as shall be sufficient to 

pay the Holder's actual and reasonable costs and expenses of collection, including without 

limitation reasonable attorneys' fees. 

No delay, omission or waiver on the part of the Holder in exercising any right pursuant to 

this Purchase Money Note shall operate as a waiver of such right or any other right ofthe 

Holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or 

waiver ofthe same or any other right on any future occasion. Except as otherwise set forth 

herein, the rights and remedies ofthe Holder are cumulative and not exclusive of any rights or 

remedies the Holder would otherwise have. 

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

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

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

Money Note in full and when due, whether in respect to principal or any other amount owed by 

the Issuer pursuant to this Purchase Money Note, wi~~-notice, demand, counterclaim, setoff, 

deduction, defense, abatement, suspension, limit~~erment, diminution, recoupment or 

other right that the Issuer may have agai~st t ~er hereof or any other Person, but subject in 

all respects to the priority ofpayments s Section 5.1 ofthe Custodial and Paying 

Agency Agreement, and the Issuer hereb ives 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. 

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

given or delivered under or by reason ofthe provisions ofthis Purchase Money Note shall be in 

writing and shall be mailed or delivered to the applicable address or electronic mail address 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 (a) actual 

receipt (or refusal thereof) by the relevant party hereto and (b) (i) if delivered by hand or by 

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

relevant party hereto; and (ii) 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 pursuant to this Purchase Money Note. 

7 

Structured Transaction Commercial2010-l SFG LLC 

Purchase Money Note #2 ($50,000,000) 

WDC991871272-1.084080.0017 
If to the Issuer, to: 

2010-1 SFG Venture LLC 

c/o Square Mile Capital Management LLC 

450 Park A venue 

NewY 

with a copy to: 

Greenberg Traurig 


MetLife Building 


200 Park A venue 


New York, New York 10166 


Attention: 


Email Address: 


and ifto the Holder hereof, to: ...........(\ 


Manager, Capital Markets ~~ions· 

c/o Federal Deposit Ins~~orporation 

550 17th Street, N.W~~F-7014) 

Washington, D.C. 2~0002 

Attention: Ralph Malami 

Email Address: RMalami@fdic.gov 

with copies to: 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, Virginia 22226 

Attention: David Gearin 

Email Address: DGearin@fdic.gov 

and 

Thomas Raburn 


Federal Deposit Insurance Corporation 


TRabum@fdic.gov 


8 

Structured Transaction Commercial20 10-1 SFG LLC 

Purchase Money Note #2 ($50,000,000) 

WDC99 1871272-1.084080.0017 
In case any one or more ofthe provisions hereof should be invalid, illegal or 

unenforceable in any respect, the validity, legality and enforceability ofthe 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 "Issuer" herein shall include the successors ofthe Issuer. 

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

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

Purchase Money Notes Guaranty. 

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

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

Paying Agency Agreement. 

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

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

federal law, but if federal law does not provide a rule of decision, it shall be governed by and 

construed in accordance with the law ofthe State ofNew York, excluding any conflict oflaws 

rule or principle that might refer the governance o:tfte construction ofthis Purchase Money Note 

to the law of another jurisdiction. ~ 

(a) Each ofthe Issuer ~~Holder (if such Holder is not the FDIC; any 

Holder that is not the FDIC, a "Non-F~der"), on behalf ofitself 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 "FDIC 

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

Ancillary Document, and waives any right to: 

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

court or dispute-resolution forum other than the court in which the FDIC Holder files the suit, 

action or proceeding without the consent ofthe FDIC Holder; 

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

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

District o Columbia; or 

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

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

inconvenient forum. 

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

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

9 

Structured Transaction Commercia120 1 0·1 SFG LLC 

Purchase Money Note #2 ($50,000,000) 

WDC991871272-1.084080.0017 
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 ofthe 

State ofNew York; or 

(C) assert that the Supreme Court ofthe State ofNew York is 

an inconvenient forum. 

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

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

connection with this Purchase Money Note or any Ancillary Document in only either the United 

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

for the District 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 

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 ofNew York or the United States District 

Court for the District of Columbia at the option of~DIC Holder; and 

(iv) agrees, ifthe~~~s District Court for the Southern District 

ofNew York and the United States D~·s . ~~~r the District of Columbia both lack 

jurisdiction to hear a suit, action or pr e "ng falling within paragraph (a)(iii) above, to bring 

that suit, action or proceeding in only the upreme Court of the State ofNew 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 ofthe 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), each of the Issuer and each 

Holder, on behalf ofitself 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. 

(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)Civ) above, or in any way limit the FDIC's right to remove, 

10 

Structured Transaction Commercial2010-l SFG LLC 

Purchase Money Note #2 ($50,000,000) 

WDC991871272-1.084080 .0017 
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 mRY OF 

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS PURCHASE MONEY NOTE 

AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A ruDGE 

SITTING WITHOUT A ruRY. 

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

corresponding Temporary RegulationS Global Note or RegulationS Global Note or for the 

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

Custodial and Paying Agency Agreement. 

This Global Note is subject to mandatory exchange for the corresponding Certificated 

Notes under the limited circumstances set forth in the Custodial and Paying Agency Agreement. 

Upon redemption, repayment, exchang_,.t~ or increase in any interest represented by this 

Global Note, this Global Note shall be end~~ Schedule A hereto to reflect the reduction of 

or increase in the principal amount~vid~1ereby. 

Title to the Purchase Mone · o () all pass by registration in the Purchase Money 

Notes Register kept by the Purchas ney Notes 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 BLANK] 

11 

Structured Transaction Commercia12010-l SFG LLC 

Purchase Money Note #2 ($50,000,000) 

WDC991871272-1.084080.0017 
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually 

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

2010-1 SFG VENTURE LLC 

By: 	 Federal Deposit Insurance Corporation, as 

Receiver for Silverton Bank, N.A., as Initial 

Member 

Title: 	 Special Programs, Manager 

Structured Transaction Comrnercial2010-1 SFG LLC 

Purchase Money Note #2 ($50,000,000) 
SCHEDULE A 

SCHEDULE OF EXCHANGES OR REDEMPTIONS 

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

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

Remaining Principal 

Part of principal amount of amount ofthis Global 

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

redemption/repayment/ amount of this exchanged/redeemed/ exchange/redemption/ or on behalf ofthe 

increase made Global Note repaid/increased repayment/increase Issuer 

t1 

~<:::::::Jt 

~\~ \) 

r-:::> \ ) ) \> 

\._\J]_­

-

Structured Transaction Commercial20 I 0-1 SFG LLC 

Purchase Money Note #2 ($50,000,000) 

WDC99!871272-1.084080 .00!7