FDIC 

Federal Deposit Insurance Corporation 

550 17th Street, NW, Washington, DC 20429-0002 	 Division of Resolutions and Receiverships 

July 8, 2010 

AmTrust-NP SFR Venture, LLC 

4282 North Freeway 

Fort Worth, Texas 76137 

Attention: Dennis G. Stowe 

Re: Reissuance of Purchase Money Note: AmTrust 

This Agreement by and between The Federal Deposit and Insurance Corporation, as 

Guarantor and ArnTrust - NP SFR Venture, LLC, as the Company, sets forth the understandings 

of the parties in connection with that certain Purchase Money Note issued on July 9, 2010, by the 

Company in favor ofthe Receiver in the original principal amount of$169,461,110.24 with a 

maturity date ofJuly 25, 2012. All capitalized terms used herein shall have the meanings set 

forth in the Agreement of Common Definitions dated July 9, 201 0 to which each ofthe 

foregoing are parties and if not defined therein, then reference shall be made to the defined terms 

in the Custodial and Paying Agency Agreement of even date. 

Under the terms ofthat certain Custodial and Paying Agent Agreement dated July 9, 

2010, entered into by the Purchase Money Note Guarantor and the Company, among others, 

upon the maturity ofthe Purchase Money Note, the Company, at the direction and in the sole 

discretion ofthe Purchase Money Note Guarantor shall reissue such Purchase Money Note to the 

Receiver (or its assignee) with terms and conditions, as are directed by the Receiver and 

substantially similar to the terms and conditions of the related Maturing Purchase Money Note 

and a new maturity date satisfactory to the Purchase Money Note Guarantor, all in accordance 

with and subject to the terms and conditions ofthe Custodial and Paying Agent Agreement, 

including, without limitation, Section 2.8 thereof. The Guarantor hereby promises that it shall 

exercise its discretion and direct that a Reissued Purchase Money Note be issued in accordance 

with all such terms and conditions in either ofthe following events: 

(i) 	 in the event that the failure ofthe Company to have adequate funds in the 

Defeasance Account with which to satisfy the Purchase Money Note in full on 

the Purchase Money Note Maturity Date is the result ofthe implementation of 

federal, state or local moratoria on foreclosures in jurisdictions that affect the 

Mortgage Loans having an aggregate initial Mortgage Loan Value that equals 

not less than thirty (30) percent ofthe total Mortgage Loan Value of all 

Mortgage Loans, as such Mortgage Loan Values were established in the 

Mortgage Loan Value Schedule delivered on the Closing Date; or 

(ii) 	 in the event that on the Purchase Money Note Maturity Date, the Net Purchase 

Money Debt is equal to or less than the Liquidation Value of"contractually 

current" Mortgage Loans. Contractually current Mortgage Loans means those 

Loans that are financially performing and are in compliance with the terms of 

the applicable Mortgage Loan Documents. For purposes ofthis Agreement, 

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''Liquidation Value" means sixty five percent (65%) ofthe BPO (broker's 

professional opinion) value ofthe collateral securing such Loans as determined 

within ninety (90) days ofthe date the notice described below is due to the 

Purchase Money Note Guarantor. No broker providing such BPO may be an 

affiliate ofthe Company, its Members or the Servicer. In the event that this 

condition for reissuance of the Purchase Money Note is met, the cost of 

obtaining such BPOs shall be deemed to be Reimbursable Company 

Administrative Expense. 

At least sixty (60) days prior to the Purchase Money Note Maturity Date the Company 

shall notify in writing the Purchase Money Note Guarantor of its demand for the issuance 

ofthe Reissued Purchase Money Note and the basis for such claim, accompanied by 

supporting documentation. 

Very truly yours, 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

as 

By: 

Accepted: 


AmTrust-NP SFR Venture, LLC 


By: Residential Solutions, Inc. , 


By: 


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