AmTrust Bank CADC Loan and REO Structured Transaction 2010 

Execution Copy 

PURCHASE MONEY NOTES GUARANTY AGREEMENT 

BY AND BETWEEN 

FEDERAL DEPOSIT INSURANCE CORPORATION IN ITS CORPORATE CAPACITY 

AND 

FEDERAL DEPOSIT INSURANCE CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR AMTRUST BANK 

Dated as of July 21, 2010 

AmTrust Bank CADC Loan and REO Structured Transaction 2010 

Purchase Money Notes Guaranty Agreement 

468-004/AGR/2645126.9 
TABLE OF CONTENTS

Section 1. Guaranty 2

Section 2. Guaranty Absolute 2

Section 3. Action with Respect to Guaranteed Obligations 3

Section 4. Representations and Warranties 3

Section 5. Waiver 4

Section 6. Reinstatement of Guaranteed Obligations 4

Section 7. Subrogation; Assignment of Claims 4

Section 8. Purchase Money Notes Guarantor's Right to Control Remedies 5

Section 9. Information 5

Section 10. Governing Law 5

Section 11. Records and Accounts 5

Section 12. Waiver of Remedies 6

Section 13. Termination 6

Section 14. Successors and Assigns 6

Section 15. Amendments 6

Section 16. [Reserve.] 6

Section 17. Payments 6

Section 18. Notices 7

Section 19. Severability 8

Section 20. Headings 9

Section 21. Limitation of Liability 9

Section 22. Waiver of Jury Trial 9

Section 23. Jurisdiction; Venue and Service 10

Section 24. Counterparts; Facsimile Signature 11

AmTrust Bank CADC Loan and REO Structured Transaction 2010

Purchase Money Notes Guaranty Agreement

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PURCHASE MONEY NOTES GUARANTY AGREEMENT

 

THIS PURCHASE MONEY NOTES GUARANTY AGREEMENT (this "Purchase 

Money Notes Guaranty") is entered into as of July 21, 2010 (the "Closing Date"), by and 

between the Federal Deposit Insurance Corporation in its corporate capacity (the "Purchase 

Money Notes Guarantor"), and the Federal Deposit Insurance Corporation in its capacity as 

Receiver for ArnTrust Bank (the "Initial Holder"). Capitalized terms used in this Purchase 

Money Notes Guaranty and not otherwise defined in this Purchase Money Notes Guaranty shall 

have the meanings assigned to them in, or by reference in, that certain Agreement of Common 

Definitions dated as of the Closing Date among the Purchase Money Notes Guarantor, the Initial 

Holder, the Debtor and others and that certain Custodial and Paying Agency Agreement, dated as 

of the Closing Date, among the Debtor, the Purchase Money Notes Guarantor, the Collateral 

Agent and others and that certain Agreement of Common Definitions, dated as of the Closing 

Date, among the Initial Member, the Debtor and others. 

RECITALS 

WHEREAS, pursuant to the Contribution Agreement, the Initial Holder has transferred 

certain assets to the Debtor, partly as a sale and partly as a capital contribution, and in return for 

said assets the Debtor has issued to the Initial Holder (1) two Classes of Guaranteed Purchase 

Money Notes, dated as of the Closing Date, in the aggregate principal face amount of 

$233,851,000.00, inclusive of the Purchase Money Notes Issuance Fee, and (2) one Class of 

Non-Guaranteed Purchase Money Notes, dated as of the Closing Date, in the aggregate principal 

face amount of $77,950,000.00, inclusive of the Purchase Money Notes Issuance Fee; and 

WHEREAS, to provide the GPMN Holders support for the payment and performance of 

the Debtor's obligations pursuant to the Guaranteed Purchase Money Notes, the Purchase Money 

Notes Guarantor has agreed to enter into this Purchase Money Notes Guaranty and to perform 

the obligations of the Purchase Money Notes Guarantor described in this Purchase Money Notes 

Guaranty; and 

WHEREAS the Non-Guaranteed Purchase Money Notes are convertible into Guaranteed 

Purchase Money Notes upon the exercise by the Initial NGPMN Holder (with the consent of the 

Purchase Money Notes Guarantor) of the Conversion Right to convert from time to time, in 

whole or in part, the Non-Guaranteed Purchase Money Notes to one or more Guaranteed 

Purchase Money Notes, which Converted Guaranteed Purchase Money Notes will be guaranteed 

by the Purchase Money Notes Guarantor in accordance with the Custodial and Paying Agency 

Agreement; and 

WHEREAS, pursuant to 12 U.S.C. §1825(d), if the principal amount of an obligation 

issued by the Federal Deposit Insurance Corporation after August 9, 1989 is stated in the 

obligation and the term to maturity or the date of maturity of such obligation is stated in the 

obligation, then the full faith and credit of the United States is pledged to the payment of such 

obligation with respect to both principal and interest; 

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WHEREAS, because the principal of the Guaranteed Obligations is stated in this 

Purchase Money Notes Guaranty, the date of maturity of the Purchase Money Notes Guarantor's 

obligations pursuant to this Purchase Money Notes Guaranty is stated in this Purchase Money 

Notes Guaranty and the Federal Deposit Insurance Corporation is the Purchase Money Notes 

Guarantor pursuant to this Purchase Money Notes Guaranty, the full faith and credit of the 

United States is pledged to the Purchase Money Notes Guarantor's obligation to pay the 

Guaranteed Obligations pursuant to 12 U.S.C. §1825(d); and 

NOW, THEREFORE, in consideration of payment to the Purchase Money Notes 

Guarantor of a guaranty fee agreed upon by the Purchase Money Notes Guarantor and the Debtor 

and paid by the Initial Holder on behalf of the Debtor, the sufficiency of which is hereby 

acknowledged, the Purchase Money Notes Guarantor and Initial Holder hereby agree as follows: 

Section 1. Guaranty. The Purchase Money Notes Guarantor hereby absolutely, 

irrevocably, completely, unconditionally and immediately guarantees all of the following 

(collectively, the "Guaranteed Obligations"): the due and punctual payment of the principal of 

each Class of Guaranteed Purchase Money Notes, in an aggregate amount of $233,851,000.00, 

when such principal shall become due and payable in accordance with the terms of each 

respective Class of Guaranteed Purchase Money Notes and the Custodial and Paying Agency 

Agreement (whether at stated maturity, by acceleration or otherwise), which $233,851,000.00 

shall constitute a portion of the principal amount of the Guaranteed Obligations. The date of 

maturity of the Purchase Money Notes Guarantor's obligations pursuant to this Purchase Money 

Notes Guaranty shall be July 25, 2020, which date shall be the date on which the Purchase 

Money Notes Guarantor's obligation to pay the Guaranteed Obligations shall be due (if and to 

the extent the same are not discharged, satisfied or paid on or prior thereto). The full faith and 

credit of the United States is pledged to the Purchase Money Notes Guarantor's obligation to pay 

the Guaranteed Obligations pursuant to 12 U.S.C. §1825(d). 

Section 2. Guaranty Absolute. The Purchase Money Notes Guarantor guarantees that 

the Guaranteed Obligations will be paid strictly in accordance with the terms of each Class of 

Guaranteed Purchase Money Notes regardless of any law, regulation or order now or hereafter in 

effect in any jurisdiction affecting any of such terms or the rights of the GPMN Holders with 

respect thereto. The liability of the Purchase Money Notes Guarantor pursuant to this Purchase 

Money Notes Guaranty shall be absolute, irrevocable and unconditional in accordance with its 

terms and shall, to the fullest extent permissible under applicable law, remain in full force and 

effect without regard to, and shall not be released, suspended, discharged, terminated, modified 

or otherwise affected by, any circumstance or occurrence whatsoever, including without 

limitation, any of the following (whether or not the Purchase Money Notes Guarantor consents 

thereto or has notice thereof): 

(a) any lack of validity, legality or enforceability of any Guaranteed Purchase 

Money Note or this Purchase Money Notes Guaranty; 

(b) any furnishing to the GPMN Holders of any security for the Guaranteed 

Obligations; 

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(c) any bankruptcy, insolvency, reorganization, composition, adjustment, 

merger, consolidation, dissolution, liquidation or other like proceeding relating to the Purchase 

Money Notes Guarantor, the Debtor or any other person, or any action taken with respect to this 

Purchase Money Notes Guaranty by any trustee or receiver, or by any court, in any such 

proceeding; or 

(d) any defect, limitation or insufficiency in the rights of the Debtor or any 

other person under any Guaranteed Purchase Money Note or in the exercise thereof. 

Section 3. Action with Respect to Guaranteed Obligations. Unless otherwise 

consented to in writing by the Purchase Money Notes Guarantor, the GPMN Holders may not 

take any of the following actions: (a) amend, modify, alter or supplement the terms of any of the 

Guaranteed Obligations, including, but not limited to, extending or shortening the time of 

payment of any of the Guaranteed Obligations or modifying the amount of any of the Guaranteed 

Obligations; (b) amend, modify, alter or supplement any Guaranteed Purchase Money Note; (c) 

release any other person liable in any manner for the payment or collection of the Guaranteed 

Obligations; and (d) exercise, or refrain from exercising, any rights against Debtor or any other 

person; provided, however, that any such action taken by the GPMN Holders with the written 

consent of the Purchase Money Notes Guarantor shall not discharge the Purchase Money Notes 

Guarantor from its obligations hereunder. 

Section 4. Representations and Warranties. The Purchase Money Notes Guarantor 

hereby makes the following representations and warranties to the Holders: 

(a) The Purchase Money Notes Guarantor has the right and power to execute 

and deliver, and has taken all necessary action to authorize the execution and delivery of, this 

Purchase Money Notes Guaranty and to perform its obligations pursuant to this Purchase Money 

Notes Guaranty in accordance with its terms. This Purchase Money Notes Guaranty has been 

duly executed and delivered by a duly authorized officer of the Purchase Money Notes 

Guarantor, and this Purchase Money Notes Guaranty is a legal, valid and binding obligation of 

the Purchase Money Notes Guarantor enforceable against it in accordance with its terms; 

(b) The execution, delivery and performance of this Purchase Money Notes 

Guaranty does not and will not, by the passage of time, the giving of notice or both: (i) require 

any governmental approval that has not been obtained or violate any law relating to the Purchase 

Money Notes Guarantor; (ii) conflict with, result in a breach of or constitute a default under the 

organizational documents of the Purchase Money Notes Guarantor, or any agreement or other 

instrument to which the Purchase Money Notes Guarantor is a party or by which it or any of its 

respective properties might be bound; or (iii) result in or require the creation or imposition of any 

lien upon or with respect to any property now owned or hereafter acquired by the Purchase 

Money Notes Guarantor; and 

(c) No action, suit, proceeding, governmental investigation or arbitration, at 

law or in equity, or before or by any governmental authority, is pending, or, to the knowledge of 

the Purchase Money Notes Guarantor, threatened against the Purchase Money Notes Guarantor 

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or any of its property that will affect the ability of the Purchase Money Notes Guarantor to 

perform its obligations pursuant to this Purchase Money Notes Guaranty. 

Section 5. Waiver. Except with respect to the Purchase Money Notes Guarantor's 

consent rights under Section 3, which consent rights shall not be limited, waived or otherwise 

modified by operation of this Section 5, the Purchase Money Notes Guarantor, to the fullest 

extent permitted by law, hereby waives notice of acceptance hereof or any presentment, demand, 

protest or notice of any kind, and any other act or thing, or omission or delay to do any other act 

or thing, that in any manner or to any extent might vary the risk of the Purchase Money Notes 

Guarantor or that otherwise might operate to discharge the Purchase Money Notes Guarantor 

from its obligations pursuant to this Purchase Money Notes Guaranty. The Purchase Money 

Notes Guarantor acknowledges that it will receive direct and indirect benefits from the 

arrangements contemplated in this Purchase Money Notes Guaranty and that the waivers set 

forth in this Section 5 are knowingly made in contemplation of such benefits. The Purchase 

Money Notes Guarantor hereby waives any right to revoke this Section 5 and acknowledges that 

this Section 5 is continuing in nature and applies to all Guaranteed Obligations, whether existing 

now or in the future. 

Section 6. Reinstatement of Guaranteed Obligations. This Purchase Money Notes 

Guaranty shall in all respects be a continuing and irrevocable guaranty of payment and (a) shall 

remain in full force and effect until the indefeasible payment in full and in cash of the 

Guaranteed Obligations, (b) be binding upon the Purchase Money Notes Guarantor, its 

successors and assigns and (c) inure to the benefit of, and be binding upon and enforceable by, 

the GPMN Holders and their respective successors, pledgees, transferees and assigns. If any 

claim is ever made on any GPMN Holder for repayment or recovery of any amount or amounts 

received in payment or on account of any of the Guaranteed Obligations, and such GPMN 

Holder repays all or part of said amount by reason of (y) any judgment, decree or order of any 

court or administrative body of competent jurisdiction or (z) any settlement or compromise of 

any such claim effected by the GPMN Holder with any such claimant (including, without 

limitation, the Debtor or a trustee in bankruptcy for the Debtor), then and in such event the 

Purchase Money Notes Guarantor agrees that any such judgment, decree, order, settlement or 

compromise shall be binding on it, notwithstanding any revocation hereof or the cancellation of 

this Purchase Money Notes Guaranty, any Guaranteed Purchase Money Note or any other 

instrument evidencing any liability of the Debtor, and the Purchase Money Notes Guarantor shall 

be and remain liable to such GPMN Holder for the amounts so repaid or recovered to the same 

extent as if such amount had never originally been paid to such GPMN Holder and the Purchase 

Money Notes Guarantor's obligations and liabilities to such GPMN Holder pursuant to this 

Purchase Money Notes Guaranty shall be reinstated to such extent and this Purchase Money 

Notes Guaranty and any collateral for this Purchase Money Notes Guaranty shall remain in full 

force and effect (or shall be reinstated) to such extent. 

Section 7. Subrogation; Assignment of Claims. If and to the extent the Purchase 

Money Notes Guarantor makes any payment to the GPMN Holders pursuant to or in connection 

with this Purchase Money Notes Guaranty, the Purchase Money Notes Guarantor shall be 

subrogated to all of the rights of the GPMN Holders with respect to any claim to which such 

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payment relates to the extent of such payment, and the GPMN Holders, upon acceptance of any 

such payment, will be deemed to have assigned to the Purchase Money Notes Guarantor any and 

all claims such GPMN Holders might have against the Debtor or others and for which such 

GPMN Holders receive payment from the Purchase Money Notes Guarantor pursuant to this 

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

GPMN Holders shall execute written assignments of such claims. 

Section 8. Purchase Money Notes Guarantor's Right to Control Remedies. If there 

shall occur an "Event of Default" pursuant to the Reimbursement, Security and Guaranty 

Agreement and the Purchase Money Notes Guaranty, the Purchase Money Notes Guarantor shall 

have the right to control any and all remedies available to the GPMN Holders pursuant to any 

Guaranteed Purchase Money Note, and the GPMN Holders hereby agree to take any and all 

actions available to the GPMN Holders pursuant to such Guaranteed Purchase Money Note as 

the Purchase Money Notes Guarantor shall direct. 

Section 9. Information. The Purchase Money Notes Guarantor (a) assumes all 

responsibility for being and keeping itself informed of the financial condition of the Debtor, and 

of all other circumstances bearing upon the risk of nonpayment of any of the Guaranteed 

Obligations and the nature, scope and extent of the risks that the Purchase Money Notes 

Guarantor assumes and incurs pursuant to this Purchase Money Notes Guaranty, and (b) agrees 

that the GPMN Holder shall not have any duty whatsoever to advise the Purchase Money Notes 

Guarantor of information regarding such circumstances or risks. 

Section 10. Governing Law. EACH PARTY TO THIS PURCHASE MONEY 

NOTES GUARANTY AGREES AND ELECTS THAT, IN ACCORDANCE WITH SECTION 

5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS 

PURCHASE MONEY NOTES GUARANTY IS TO BE GOVERNED BY AND CONSTRUED 

IN ACCORDANCE WITH THE LAWS 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 NOTES 

GUARANTY TO THE LAW OF ANOTHER JURISDICTION, AND EACH PARTY TO THIS 

PURCHASE MONEY NOTES GUARANTY UNCONDITIONALLY AND IRREVOCABLY 

WAIVES ANY CLAIM TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION 

GOVERN THIS PURCHASE MONEY NOTES GUARANTY. NOTHING IN THIS 

PURCHASE MONEY NOTES GUARANTY SHALL REQUIRE ANY UNLAWFUL ACTION 

OR INACTION BY ANY PARTY TO THIS PURCHASE MONEY NOTES GUARANTY 

Section 11. Records and Accounts. The GPMN Holders may maintain books and 

accounts setting forth the amounts paid and payable with respect to the Guaranteed Obligations, 

and in the case of any dispute relating to any of the outstanding amount, payment or receipt of 

any of the Guaranteed Obligations or otherwise, the entries in such books and accounts shall 

constitute prima facie evidence of amounts and other matters set forth therein. The failure of the 

GPMN Holders to maintain such books and accounts shall not in any way relieve or discharge 

the Purchase Money Notes Guarantor of any of its obligations pursuant to this Purchase Money 

Notes Guaranty. 

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Section 12. Waiver of Remedies. No failure on the part of the GPMN Holders to 

exercise, and no delay in exercising, any right pursuant to this Purchase Money Notes Guaranty 

or any Guaranteed Purchase Money Note shall operate as a waiver thereof; nor shall any single 

or partial exercise of any such right preclude any other or further exercise thereof or the exercise 

of any other right. The rights and remedies of the GPMN Holders provided pursuant to this 

Purchase Money Notes Guaranty and in each Class of Guaranteed Purchase Money Notes are 

cumulative and are in addition to, and not exclusive of, any other rights or remedies provided by 

law. The rights of the GPMN Holders pursuant to this Purchase Money Notes Guaranty and 

each Class of Guaranteed Purchase Money Notes against any other party thereto are not 

conditional or contingent on any attempt by the GPMN Holders to exercise any of their 

respective rights pursuant to any other document against such party or against any other Person. 

Section 13. Termination. This Purchase Money Notes Guaranty shall remain in full 

force and effect with respect to the Purchase Money Notes Guarantor until, and shall terminate 

upon, the earliest of the indefeasible satisfaction and payment in full of the Guaranteed 

Obligations and the termination or cancellation of each Guaranteed Purchase Money Note in 

accordance with its terms. 

Section 14. Successors and Assigns. Each reference in this Purchase Money Notes 

Guaranty to the GPMN Holders and to the Purchase Money Notes Guarantor shall be deemed to 

include their respective successors and assigns, in whose favor the provisions of this Purchase 

Money Notes Guaranty also shall inure and upon whom this Purchase Money Notes Guaranty 

also shall be binding; provided, however, that, for each Class of Guaranteed Purchase Money 

Notes, the Purchase Money Notes Guarantor may not assign or transfer its obligations pursuant 

to this Purchase Money Notes Guaranty to any person without the prior written consent of the 

GPMN Holders of one hundred percent of the outstanding principal balance of such Class, and 

any such assignment or other transfer to which such GPMN Holders have not so consented shall 

be null and void ab initio. 

Section 15. Amendments. For each Class of Purchase Money Notes, no amendment 

of any provision of this Purchase Money Notes Guaranty shall be effective unless it is in writing 

and signed by the Purchase Money Notes Guarantor and the Holders of more than fifty percent 

of the outstanding principal balance of such Class; provided, however, that any amendment, 

waiver or other modification that would (a) affect adversely the interests, rights or obligations of 

any Holder or (b) release the Purchase Money Notes Guarantor from all or any part of its 

obligation to make each and every payment pursuant to this Purchase Money Notes Guaranty 

shall not be effective unless it is in writing and signed by each affected Holder, and in each case, 

such consent, amendment, waiver or other modification shall be effective only in the specific 

instance and for the specific purpose for which given. 

Section 16. [Reserved] 

Section 17. Payments 

(a) Any and all payments to be made by the Purchase Money Notes Guarantor 

pursuant to this Purchase Money Notes Guaranty in respect of the Guaranteed Obligations (each, 

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a "Guaranty Payment") shall be made in legal currency of the United States of America, in 

immediately available funds, by 12:00 p.m. New York time on the date that is one Business Day 

prior to the applicable Distribution Date or Maturity Date, provided that the Purchase Money 

Notes Guarantor has received written demand therefor by the applicable GPMN Holder or by the 

Paying Agent on such GPMN Holder's behalf, in each case in substantially the form attached 

hereto as Exhibit A, no later than 5:00 p.m. New York time on the date that is four Business 

Days prior to such Distribution Date or Maturity Date. The deposit of any such payments by the 

Purchase Money Notes Guarantor into the Defeasance Account pursuant to the Custodial and 

Paying Agency Agreement for further distribution by the Paying Agent to the GPMN Holders 

shall constitute payment in satisfaction of this Section with respect to the Guaranteed 

Obligations. 

(b) In addition, the Purchase Money Notes Guarantor agrees that to the extent the full 

principal amount of any Guaranteed Purchase Money Note is not paid when due, for whatever 

reason, the Purchase Money Notes Guarantor will pay interest on such unpaid principal amount 

at the rate of 1.00% per annum calculated on the basis of a year of 360 days and twelve 30 day 

months. Such interest shall be due and payable by the Purchase Money Notes Guarantor on the 

day the overdue principal is paid to the GPMN Holders, which may be any Business Day without 

regard to whether or not such date is a Distribution Date or the Maturity Date. Such interest 

payment shall be made in legal currency of the United States of America to the Paying Agent for 

further distribution by the Paying Agent to the GPMN Holders. Any such interest shall accrue 

from and including the Distribution Date or Maturity Date on which the principal became due 

and payable to, but not including, the date on which such principal is actually paid to the GPMN 

Holders. For avoidance of doubt, the agreement to pay interest as described in this Section 17(b) 

in no way relieves the Purchase Money Notes Guarantor of its obligations to make full and 

timely payment of amounts due with respect to the Guaranteed Obligations as provided in the 

first sentence of Section 1 and in the first sentence of Section 17(a), nor does it relieve any party 

from any liability for breach by such party of any obligation that results in the failure of any 

payment of principal on any Guaranteed Purchase Money Note to be made when due. 

Section 18. Notices. 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 Notes Guaranty 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 of the relevant party hereto; (ii) if delivered by mail, four 

Business Days after deposit in the mails, postage prepaid; and (iii) 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. From time to time, any Person may designate a new address for purposes of notice 

hereunder by notice to such effect to the other Persons identified below. 

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Address for notices or communications to the Purchase Money Notes Guarantor: 

Manager, National Sales — Resolutions and Receiverships 

Federal Deposit Insurance Corporation 

550 17th Street, N.W. 

Room F-7018 

Washington, D.C. 20429 

Attention: Ralph Malami 

E-mail Address: RMalamiAfdic.gov 

with a copy to: 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, Virginia 22226 

Attention: David Gearin 

E-mail Address: DGearin(fdic.gov 

Address for notices or communications to the Initial Holder: 

Manager, National Sales — Resolutions and Receiverships 

Federal Deposit Insurance Corporation 

550 17th Street, N.W. 

Room F-7018 

Washington, D.C. 20429 

Attention: Ralph Malami 

E-mail Address: RMalami@fdic.gov 

with a copy to: 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, Virginia 22226 

Attention: David Gearin 

E-mail Address: DGearin@fdic.gov 

Section 19. Severability. Any provision of this Purchase Money Notes Guaranty that 

is prohibited or unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness 

shall be limited as follows: (a) if such provision is prohibited or unenforceable in such 

jurisdiction only as to a particular person or entity or persons or entities and/or under any 

particular circumstance or circumstances, such provision shall be ineffective, but only in such 

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jurisdiction and only with respect to such particular person or entity or persons or entities and/or 

under such particular circumstance or circumstances, as the case may be; (b) without limitation 

of clause (a), such provision shall in any event be ineffective only as to such jurisdiction and 

only to the extent of such prohibition or unenforceability, and such prohibition or 

unenforceability in such jurisdiction shall not invalidate or render unenforceable such provision 

in any other jurisdiction; and (c) without limitation of clauses (a) or (b), such ineffectiveness 

shall not invalidate any of the remaining provisions of this Purchase Money Notes Guaranty. 

Without limitation of the preceding sentence, it is the intent of the parties to this Purchase Money 

Notes Guaranty that, in the event that in any court proceeding, such court deteunines that any 

provision of this Purchase Money Notes Guaranty is prohibited or unenforceable in any 

jurisdiction (because of the duration or scope (geographic or otherwise) of such provision, or for 

any other reason) such court shall have the power to, and shall, (p) modify such provision 

(including, without limitation, to the extent applicable, by limiting the duration or scope of such 

provision and/or the persons or entities against whom, and/or the circumstances under which, 

such provision shall be effective in such jurisdiction) for purposes of such proceeding to the 

minimum extent necessary so that such provision, as so modified, may then be enforced in such 

proceeding and (q) enforce such provision, as so modified pursuant to clause (p), in such 

proceeding. Nothing in this Section 19 is intended to, or shall, limit (x) the ability of any party to 

this Purchase Money Notes Guaranty to appeal any court ruling or the effect of any favorable 

ruling on appeal or (y) the intended effect of Section 10. 

Section 20. Headings. Section titles or captions contained in this Purchase Money 

Notes Guaranty are inserted only as a matter of convenience and for reference and in no way 

define, limit, extend or describe the scope of this Purchase Money Notes Guaranty or the intent 

of any provisions hereof. All Section, paragraph and clause references contained in this 

Purchase Money Notes Guaranty shall refer to Sections, paragraphs and clauses in this Purchase 

Money Notes Guaranty unless otherwise specified. 

Section 21. Limitation of Liability. Neither the Holders nor any of their respective 

affiliates, officers, directors, employees, attorneys or agents shall have any liability with respect 

to, and the Purchase Money Notes Guarantor hereby waives, releases and agrees not to sue any 

of them upon, any claim for any special, indirect, incidental or consequential damages suffered 

or incurred by the Purchase Money Notes Guarantor in connection with, arising out of or in any 

way related to this Purchase Money Notes Guaranty or any of the transactions contemplated by 

this Purchase Money Notes Guaranty. The Purchase Money Notes Guarantor hereby waives, 

releases and agrees not to sue the Holders or any of their respective affiliates, officers, directors, 

employees, attorneys or agents for punitive damages in respect of any claim in connection with, 

arising out of, or in any way related to, this Purchase Money Notes Guaranty or any of the 

transactions contemplated by this Purchase Money Notes Guaranty. 

Section 22. Waiver of Jury Trial. EACH OF THE PURCHASE MONEY NOTES 

GUARANTOR AND EACH HOLDER HEREBY IRREVOCABLY AND 

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

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

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

JUDGE SITTING WITHOUT A JURY. 

Section 23. Jurisdiction; Venue and Service. 

(a) 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, hereby 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 the Purchase Money Notes Guarantor or any other Holder (if such other 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 Notes Guaranty or any Transaction 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 Purchase Money Notes 

Guarantor or the FDIC Holder files the suit, action or proceeding without the consent of the 

Purchase Money Notes Guarantor or the FDIC Holder, as applicable; 

(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 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 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 

Purchase Money Notes Guarantor or the FDIC Holder arising out of, relating to, or in connection 

with this Purchase Money Notes Guaranty or any Transaction 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 Purchase Money Notes 

Guarantor or the FDIC Holder, as applicable; 

(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. 

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AmTrust Bank CADC Loan and REO Structured Transaction 2010 

Purchase Money Notes Guaranty Agreement 

468-004/AGR12645126.9 
(iii) agrees to bring any suit, action or proceeding by any Non-FDIC 

Holder, or its Affiliates against the Purchase Money Notes Guarantor or the FDIC Holder arising 

out of, relating to, or in connection with this Purchase Money Notes Guaranty or any other 

Transaction 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 Purchase Money Notes Guarantor or the FDIC Holder, as 

applicable, 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 Purchase Money Notes Guarantor 

or the FDIC Holder, as applicable; 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 Section 23(a)(iii), 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 dispute-resolution 

forum without the consent of the Purchase Money Notes Guarantor or the FDIC Holder, as 

applicable. 

(b) 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 Section 23(a) may be enforced in any court of competent 

jurisdiction. 

(c) Subject to the provisions of Section 23(d), each Holder, on behalf of itself 

and its Affiliates, and the Purchase Money Notes Guarantor hereby irrevocably and 

unconditionally agrees that service of all writs, process and summonses in any suit, action or 

proceeding pursuant to Section 23(a) or Section 23(b) may be effected by the mailing of copies 

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

Section 18 (with copies to such other Persons as specified therein); provided, however, that 

nothing contained in this Section 23(c) shall affect the right of any party to serve process in any 

other manner permitted by Law. 

(d) Nothing in this Section 23 shall constitute consent to jurisdiction in any 

court by the FDIC, other than as expressly provided in Section 23(a)(iii) and Section 23(a)(iv), 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. 

Section 24. Counterparts; Facsimile Signature. This Purchase Money Notes Guaranty 

may be executed in two or more counterparts, each of which shall be deemed an original but all 

of which together shall constitute but one and the same agreement. This Purchase Money Notes 

Guaranty and any amendments to it, to the extent signed and delivered by facsimile or other 

electronic means, shall be treated in all manner and respects as an original agreement and shall 

be considered to have the same binding legal effect as if it were the original signed version 

thereof delivered in person. No signatory to this Purchase Money Notes Guaranty shall raise the 

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AmTrust Bank CADC Loan and REO Structured Transaction 2010 

Purchase Money Notes Guaranty Agreement 

468-004/AGR12645126.9 
use of a facsimile machine or other electronic means to deliver a signature or the fact that any 

signature or agreement was transmitted or communicated through the use of a facsimile machine 

or other electronic means as a defense to the formation or enforceability of a contract, and each 

such person or entity forever waives any such defense. 

[Signature page follows.] 

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AmTrust Bank CADC Loan and REO Structured Transaction 2010 

Purchase Money Notes Guaranty Agreement 

468-004/AGR12645126.9 
IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, intending

to legally bound, have caused this Purchase Money Notes Guaranty Agreement to be duly

executed.

FEDERAL DEPOSIT INSURANCE

CORPORATION in its corporate capacity, as

Purchase Money Notes Guarantor

By: 

Name: Fie m AM I

Title: Attorney-in-Fact

FEDERAL DEPOSIT INSURANCE

CORPORATION in its capacity as Receiver for

AmTrust Bank, as Initial Holder

By:

Name: 11./t/A-).#1 Sikiv,4714/"Vr. Title: Attorney-in-Fact

AmTrust Bank CADC Loan and REO Structured Transaction 2010

Purchase Money Notes Guaranty Agreement

468-004/AGR12645126
EXHIBIT A 

Form of Payment Request 

PAYMENT REQUEST - NOTE GUARANTY 

The following request is made pursuant to the Purchase Money Notes Guaranty Agreement 

by and between Federal Deposit Insurance Corporation in its corporate capacity and 

the Federal Deposit Insurance Corporation in its capacity as Receiver for AmTrust Bank, 

dated as of July 21, 2010 

Request Date: 

Date Funds Required: 

Reason for Request (1 )

 

Payment Required: 

Class A-1 

Class A-2 

Total Payment Required A 

Funds Available for Payment 

Shortfall - Amount Due from FDIC on Guaranty A - B 

(1) Indicate whether draw request is due to Note maturity, acceleration, or otherwise. 

Certification of Custodian and Paying Agent 

To the best of our knowledge and belief, the information shown above is accurate, 

true and complete. 

Name: 

Title: 

Date 

Wire Instructions: 

AmTrust Bank CADC Loan and REO Structured Transaction 2010 

Purchase Money Notes Guaranty Agreement 

468-004/AGR12645126.9