REGULATION S CERTIFICATED NOTE 


SFR VENTURE 2011-1 , LLC 


1.25% CLASS A PURCHASE MONEY NOTE 


(REGULATION S CERTIFICATED) 


Maturity Date: August 31 , 2021 


$ 0.00 

ISIN No.: Certificate No.: A-2 

CUSIP No.: Issuance Date: September 1, 2011 

THTS 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 ruRISDICTTON, 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, W RESENTS THAT I':' HAS 

OBT ATNED THIS PURCHASE i'v10NEY NOTE IN T '~SACTTON TN COMPLIANCE 

WITH THE SECURITIES ACT, THE INVESTMENT P'ANY ACT, AND ALL OTHER 

APPLICABLE LAWS OF THE UNITED STATES .. _. ·y OTHER JUR DI ~ON AND 

THE RESTRICTIONS ON SALE AN TS.E . . S FORTI-I IN THE CUSTODIAL AND 

PAYING AGENCY AGREEMENT. TH ,· .ER HEREOF, BY ITS ACCEPT AI TCE OF 

THIS PURCHASE MONEY NOTE, F _. ER REPRESENTS, ACKNOWLEDGES AND 

AGREES THAT IT WILL NOT REQFFER, RESELL, PLEDGE OR OTHERWISE 

TRANSFER THIS PURCHASE MONEY NOTE (OR A~Y INTEREST HEREIN) EXCEPT 

TN COMPLIANCE WITH T E SECURITIES ACT, THE !~VESTME T COMPANY ACT 

AND ALL OTHER APPLICABLE LAWS OF ~Y JURISDICTION AND IN 

ACCORDANCE WITH THE CERTIFICATIONS A D OTHER REQUIREMENTS 

SPECIFIED IN THE CUSTODIAL A:"JD PAYING AGENCY AGREEMENT REFERRED TO 

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

REASONABLY BELIEVES IS A "QUALIFIED INSTITuTIONAL BUYER" AS SUCH 

TERM IS DEFINED IN RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR 

ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A "QUALIFIED INSTITUTIONAL 

BUYER" II\' COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (B) TO 

A TRANSFEREE THAT IS NOT A U.S. PERSON (AS SUCH TERM IS DEFINED IN 

REGULATION S OF THE SECURITIES ACT) AND IS ACQUIRING THIS PURCHASE 

MONEY NOTE IN AN OFFSHORE TRANSACTION (AS SUCH TERM IS DEFTh-ED 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 (ill, TO A TRANSFEREE (I) THAT IS A "QUALIFIED 

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

COMPA Y ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOT !NT OF 

SFR Venture 20 11-1 Structured T ra nsaction 

Regulation S Certificated Note 
A QUALIFIED PURCHASER, AND (2) THAT (i) WAS NOT FORMED FOR THE PURPOSE 

OF INVESTING IN THE ISSUER (EXCEPT WHEN EACH BENEFICIAL OWN R OF THE 

PURCHASER IS A QUALIFIED PURCHASER), (ii) HAS RECEIVED THE NECESSARY 

CONSENT FROM ITS BENEFICTAL OWNERS IF THE PURCHASER IS A PRIVATE 

INVESTMENT COMPANY FORMED BEFORE APRIL 30, 1996, (iii) IS NOT A BROKERDEALER THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN 

$25,000,000 IN SECURITIES OF UNAFFILIATED ISSCERS, (iv) IS NOT A ENSION, 

PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN IN WI-eCH THE 

PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS APPLICABLE, MAY DE IGNATE 

THE PARTICULAR INVES MENTS TO BE MADE, Al'\D IN A TRANSACTION THAT 

MAY BE EFFECTED WIT OUT LOSS OF ANY APPLICABLE TI\JVESTMENT COMPANY 

ACT EXEMPTION, (v) WILL PROVIDE NOTICE TO ANY SUBSEQUENT TRANSFEREE 

OF THE TRANSFER RESTRICTIONS PROVIDED IN THIS LEGEND, (vi) WLL HOLD 

AND TRANSFER PURCHASE MONEY NOTES IN AN AMOUNT OF NOT LESS THAN 

$250,000 FOR IT OR FOR EACH ACCOUNT FOR w_b IT IS ACTING, (vii) WILL 

PROVIDE THE ISSUER AND A YING AGEN ~~M TIME TO TIME SUCH 

INFORMATION AS THEY MAY REASONABLY EST IN ORDER TO ASCERTAIN 

COMPLIANCE WITH THIS LEGEND AND ( " 1 DERSTANDS THAT THE ISSUER 

MAY RECEIVE A LIST OF PARTICIPANT DING POSITIONS IN ITS SECURITIES 

FROM ONE OR MORE BOOK-ENT OSITORIES. EACH PURCHASER OR 

TRANSFERE OF THIS PURCHASE NOTE WILL BE REQUIRED TO EXECUTE 

AND DELIVER TO THE PAYJ'NG T AND THE ISSUER A CERTIFICATE 

INCLUDNG CERTAIN REPRESENTATIONS AND AGREEMENTS AS SET F RTH IN 

THE APPLICABLE EXHIBIT TO THE CUSTODIAL AND PAYING AGENCY 

AGREEME TT. 

THIS PURCHASE MONEY NOTE IS NOT TRANSFERABLE EXCEPT IN 

ACCORDAl\'CE WITH THE RESTRICTIONS DESCRIBED HEREIN AND fl\~ 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 1'\0 T OPERATE TO TRANSFER ANY RIGHT. TO THE 

TRANSFEREE, NOTWITHSTAl\DING ANY INSTRUCTIONS TO THE CONTRARY TO 

THE ISSUER, THE PAYING AGENT OR ANY INTERMEDIARY. EACH TRANSFEROR 

OF THIS PURCHASE MONEY NOTE AGREES T PROVIDE NOTICE OF THE 

TRANSFER RESTRICTIONS SET FORTH HEREIN AND TI\J THE TOD .AL AND 

PAYING AGENCY AGREEMENT TO THE TRANSFEREE. IN ADDITION TO THE 

FOREGOI1'\G, THE ISSUER HAS THE RIGHT, UNDER THE CUSTODIAL AND PA YTI\JG 

AGENCY AGREEMENT, TO COI'v1PEL ANY OWNER OF A BENEFICIAL INTEREST IN 

THIS PURCHASE MONEY NOTE THAT IS A NON-PERMITTED HOLDER (AS SUCH 

TERM IS DEFINED IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT) TO 

SELL ITS INTEREST IN THE PURCHASE MONEY ~O , OR MAY SE:_,:::., SUCH 

INTEREST ON BEHALF OF SUCH OWNER. 

PRIOR TO PURCHASING ANY PURCHASE MONEY NOTE, PURCHASERS 

SHOULD CONSULT COUNSEL WITH RESPECT '0 THE AVAILABILITY AND 

CONDITIO S OF EXEMPTIONS FROM THE RESTRICTIONS ON RESALE OR 

SFR Venture 2011-1 Structured T r ansactiun 2 

Regulation S Ccrl1l1cated Note 
TRANSFER. THE ISSUER HAS NOT AGREED TO REG~ TER THE PURCHASE MONEY 

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

UNDER THE SECURITIES LAWS OF ANY STATE OR TO PROVIDE REGIS'T'RATION 

RIGHTS TO ANY HOLDER. 

PRil\TCIPAL 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 MO EY NOTE MAY 

ASCERTAIN ITS CURRENT PRll\fCIPAL 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 IS ACTING ON BEEALF OF 

A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE MENT INCOME SECURITY 

ACT OF 1974, AS AMENDED ("ERISA"), OR T ION 4975 OF T E IN ERNAL 

REVENUE CODE OF 1986, AS AMENDED (TH& '-N ~ IRNAL REVENUE CODE''), OR A 

PLAN SUBJECT TO ANY NON-U.S., OR AN)(!;:§: FEDERAL, STATE OR LOCA , LAW 

SUBSTANTIALLY SIMILAR TO SECTIO ~~OF ER..SA OR SECTION 4975 OF THE 

INTERNAL REVENUE CODE ("Sn . LAW"), OR USING PLAN ASSETS TO 

EFFECT SUCH TRANSFER SHAL ¥ E REQUIRED TO REPRESENT THAT THE 

ACQUISITION AND HOLDING OF THIS PURCHASE MONEY NOTE (OR ANY 

INTEREST HEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED 

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

REVENUE CODE OR A VIOLATION OF SIMILAR LAW. 

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

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

ISSUE DISCOUNT. YOU MAY CONTACT T E ISSUER AT MOUNTAINVIEW P:JBLIC 

PRIVATE INVESTMENT I, LLC, 999 18TH STREET, SUITE 1001, DENVER, CO 80202, 

ATTENTION: MICHAEL P. MORGAN, AND THE ISS ER WILL PROVIDE YOU WITH 

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

NOTE. 

THE FAlLURE TO PROVIDE THE ISSUER, THE CUSTODIAN OR THE PAYING 

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

(GENERALLY, A I TTERNAL 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 770l(A)(30) OF THE INTERNAL 

REVENUE CODE OR AN APPROPRIATE INTER1 AL 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) lV1AY RESULT IN THE IMPOSITION OF U.S. FEDERAL 

BACK-UP WITHHOLDING UPON PAYMENTS TO THE HOLDER IN RESPECT OF THIS 

PURCHASE MONEY NOTE. 

SFR Venture 2011-1 Structured T ransaction 3 RegulationS Certificated Note 
EXCEPT AS OTHERWISE INDICATED IN THE CUSTODIAL AND PAYING 

AGENCY AGREEMENT, INTERESTS IN THIS PURCHASE MONE NOTE MUST BE 

HELD IN MINIMUM DENOMINATIONS OF $250,000 Al\TD INTEGRAL MULTIPLES OF 

$10,000 IN EXCESS THEREOF. 

SFR Venture :wn -1Structured Transaction 4 

Regulation S Certifi cated Note 
SFR VENTURE 2011-1, LILC 


1.25% CLASS A PURCHASE MONEY NOTE 


(REGUI..ATION S CERTIFICATED) 


Maturity Date: August 31, 2021 


$ 0.00 

ISIN No.: Certificate No.: A-2 

CUSIP No.: Issuance Date: September 1, 2011 

FOR VALUE RECEIVED, SFR Venture 20 11 -1, LLC, a Delaware limited liability 

company (herein referred to as the "Issuer"), hereby unconditionally promises to pay to the 

order of the Federal Deposit Insurance Corporation, as Receiver for the Failed Banks, or its 

successors and registered assigns, on August 31, 2021 (the ~~~ty D_at~"), or such earlier 

date as such amount shall become due and payable pursuant o 1(¥ l.f11ns of th1s Purchase Money 

Note, the principal sum of $0.00 (Zero and 00/1 00 United .t~ Doll ars) (the "On·ig)nal Face 

Amount") (or such lesser amount as shall be the ctua l ¢tt~ta'nd ng principal amou 1t of this 

Purchase Money Note on such date) plus interest ~!l t the rate set forth above o the 

outstanding principal amount ofthis Purchase Money . 

The Issuer will pay interest on this Pun ltas~foney Note at the fixed rate specJ'ieci above 

on each Distribution Date on the pri cipal am~~th s Purchase Money Note outstanding on 

the preceding Distribution Date, after giving effect to all payments of principal made on the 

preceding Distribution Dates. Interest on this Purchase Money Note will accrue for each 

Distribution Date during the related Due Period. Interest wi:l be calculated assuming a year 

consisting of twelve 30-day months. 

Capitalized tenns used herein, to the extent the same are defined in, or by reference in, 

that certain Agreement of Definitions - SFR 201 1-1 Str ctured Transaction dated as of 

September 1, 201 1, among the Issuer, the Federal Deposit Insurance Corporation in its capacity 

as Receiver (as defined therein) and cetiain others (as the same may be amended from time to 

time in accordance with the terms set forth herein for the amendment of this Purchase Money 

Note) (the "Agreement of Defini ol1i~i"), and are not otherwise defined herein, shall have the 

meanings and definitions given, or refeJTed to, in the Agreement of De-fi nitions. 

The payments of this Purchase Money Note are payable in such coin or cmTency of the 

United States of America as at the time of payment is legal tender for payment of pub:ic and 

private debts. This Purchase Money ~o e is subject to all terms of the C stodial and Paying 

Agency Agreement. 

Pursuant to the Contribution Agreement, on the Closing Date, the Issuer issued one Class 

of Purchase :Yloney Notes, the Class A Purchase Money Notes (which Class may be referred to 

herein as the "Applicable Class"), in the aggregate principaJ face amount of $0.00. This 

Purchase J\·1oney Note is one ofsuch Purchase Money Notes. 

SFR Venture 2() 11·1 Structured T•·ansaction 5 

RegulationS C~; fica ed Note 
This Purchase Money Note shall be subject to (i) ma!'ldatory prepayment in part on each 

Distribution Date (prior to or on the Guaranty Issuance Date) as set fotih in the Custodial and 

Paying Agency Agreement and (ii) mandatory prepayment to the extent required as a result of 

the acceleration of this Purchase Money Note following the occutTence of an Event of Default. 

Any amount repaid or prepaid pursuant to this Purchase Money Note may not be rebon·owed. 

The Holder, by acceptance of this Purchase Money Note, irrevocably acknowledges, and 

consents and agrees to, the terms of Ati icle XII of the Reimbursement, Security and Guaranty 

Agreement and to the terms of any other written agency or other similar agreement entered into 

between the PMN Agent and the Required PMN Consenting Parties. Without limitation of the 

preceding sentence, the PMN Agent shall be authorized to act as the agent or other similar 

representative of and on behalf of the Holders for purposes ~f, among other matters, receiving 

notices and communications and exercising any rights and remedies pursuant to the Transaction 

Documents at the direction of the Required PMN Consenting Patties, together with such other 

powers and discretion as are reasonably incidental thereto. ~ 

Payments on this Purchase Money Note will be the Paying Agent by wi ·e 

transfer of immediately available funds to such account 'W ~ 'e specified from time to time by 

the Holder, as of the relevant Record Date, to the Paying_.A.g r .t in writing or, at the option of the 

Holder hereof, by check to such address as the H. r_~~ll ave designated to the Payir_g Agent 

in writing, in each case without the presentation or der of this Purchase Money Note or the 

making of any notation hereon. No hst he foregoing, the final payment on this 

Purchase Money Note will be made only u~o_Vr sentation and sutTender of this Purchase 

Money Note at the office or agency maintained for that purpose by the Paying Agent in St. Paul, 

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. 

Without limitation, this Purchase Money Note is entitled to the rights and benefits 

afforded to the Holders under the Custodial and Paying Agency Agreement, the Reimbursement, 

Security and Guaranty Agreement a..11d, if this Purchase Money Note is, or hereafter becomes, a 

Guaranteed Purchase Money Note, the applicable Purchase Money Notes Guaranty, all as more 

specifically set forth in such instruments. 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 tirne for purposes other than distributions to the Holder. 

This Purchase Money Note i a registered note and may be transferred only upon 

SUlTender to the Paying Agent (w t~ conculTent written notice to the Issuer of the requested 

transfer) of this Purchase Money 1 ote 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 Not , as above 

provided, together with the name, address and other infonnation for notices ofthe 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 

SFR Ventu re 2011-1 Structured T ransaction 6 

Regulation S Cer:ificated Note 
owner and Holder thereof for all purposes hereof, and the Issuer shall not be affected by any 

notice or knowledge to the contrary. 

Upon request by a transferee of this Purchase Money Note that a new Purchase Money 

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

ownership of and the loss, theft, des:ruction or mutilation of this Purchase Money Note r.nd (i) in 

the case of loss, theft or destruction, of indemnity reasonably satisfactory to it, or (ii) 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 execul.e and deliver, in lieu reof~ a new Purchase Money Note 

of like terms. 

Purchase Money Notes, including those issued upon registration of transfer of, or in 

exchange for, or in lieu of, other Purchase Money Notes, ma)( .1y be issued in authorized 

denominations as specified in the Custodial and Paying Agency t~ement. 

The Paying Agent, the Servicer, each Subservioe"i Issuer, the PMN Agent and any 

agent of any of the foregoing, may treat the Person in \Yhqse ·name this Purchase Money Note is 

registered as the owner and Holder hereof for all ~ses, and none of the foregoing shall be 

affected by notice to the contrary. ; 

Upon the occurrence of an Event of · efault specified in Section 4. 1 (b)(i)(A) of the 

Reimbursement, Security and Guaranty Agreement, all of the Purchase Money Notes shall 

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

interest, and as to any other amounts owed by the Issuer thereunder, without any action on the 

part of the Holders and without the consent ofthe PMN Agent. 

Upon the occurrence of any other Event of Default as defined in the Rei bu se ent, 

Security and Guaranty Agreement, the PMN Agent at the direction of the Require · PMN 

Consenting Parties, in addition to any other available remedy, by notice in writing to t!-Je Issuer 

and the Paying Agent, shall declare all of the Purchase Money Notes to be immediately due and 

payable, together with any other amounts owed by the Issuer thereunder, and on delivery of such 

a notice, the unpaid principal amou r of this Purchase Money I\ote, any accrued interest, 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 ofwhich are hereby expressly waived by the Issuer. 

As of the Closing Date, no Purchase Money Note Guaranty had been issued. Pursuant to 

Section 8.4 ofthe Contribution Agreement, the Transferor from time to time may elect in its sole 

discretion to procure the execution and delivery by any Person of a Purchase Money Notes 

Guaranty pursuant to which, inter alia, such Purchase Money Notes G arantor guarantees the 

payment when due of the principal of any Class of the Purchase Money Notes and any accrued 

and unpaid interest therewith. The Issuer will be obligated to reimburse such Purchas Money 

Notes Guarantor for any payments made by it pursuant to said Purchase Money Notes G mranty 

(with interest). If there are any Guara:-~teed Purchase Money Notes, (i) the reimbursement rights 

of such Purchase Money Notes Guarantor will rank higher in priority of payment than the 

Purchase Money otes and (ii) such Guaranteed Purchase Money Notes will rank higher in 

SFR Vcntu•·c 20 ll -1 Structured Tr ansaction 7 

Regulation S Certifi cated Note 
pnonty of payment than the Non-Guaranteed Purchase Mor.ey Notes, all as set forth in the 

Custodial and Paying Agency Agreement and the Reimbursement, Security an Guaranty 

Agreement. If this Purchase Money 'ote after the Closing Date becomes a Guaranteed Purchase 

Money Note, then, to the extent the applicable Purchase Money Notes Guarantor m<'.kes any 

payment to the Holder pursuant to or in connection with the applicable Purchase Money Notes 

Guaranty, such Purchase Money 1'\otes 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 deeme to have assigned to such 

Purchase Money Notes Guarantor any and all claims it may have against the Issuer or others and 

for which the Holder receives payment from such Purchase Money Notes Guarantor pursuant to 

such Purchase Money Notes Guaranty. Upon the request of such Purchase Money Notes 

Guarantor, the Holder shall execute written assignments of such claims. 

No delay, omission or waiver on the part of the the PMN Agent in exercising 

any right pursuant to this Purchase Money Note shall op as a waiver of such right or any 

other right of the Holder or the PM1'J Agent, nor shall a!lNiay, omission or waiver O!l any one 

occasion be deemed a bar to or waiver of the same~~ other right on any future occasion. 

Except as otherwise set forth in this Purchase Mon:~~e, the rights and remedies of each ofthe 

Holder and PMN Agent are cumulative and not e of any rights or remedies the Eolder or 

the PMN Agent would otherwise have. ~ 

The Issuer's obligations pursuant s 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, accmed interest or any other 

amount owed by the Issuer pursuant to this Purchase Money Note, without notice, demand, 

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

diminution, recoupment or other right that the Issuer may hc;,we against the Holder he ·eof or any 

other Person, and the Issuer hereby waives and agrees not to assert any defense (other than 

payment in accordance with the terrrs hereof), right of counterclaim, setoff or recoupment, or 

other right which it may have against the Holder hereof or any other Person. 

AI! 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 pecified 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 notice 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 ref! sed) by or on behalf of the 

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

postage prepaid; and (C) if delivered by electronic mail (which fonn 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. 

SFR Ventut·c 20>1 1-1 Structured Transaction 8 RegulationS Certifi cated Note 
lfto tl. e Issuer, to: 

SFR Venture 201 1-1, LLC 


999 18111 Street, Suite 1001 


Denver, CO 80202 


Attention: Michael P. 


E-mail Address: 


with a copy to: 

Mountain View Public Private Investment I, LLC 


999 18th Street, Suite 1001 


Denver, CO 80202 


Attention: Susan E. Bow, General Counsel 


E-mail Address: 


and if to the Holder hereof, to the Custodian g Agent on its behalf: 

U.S. Bank National Associati on ~~ One Federal Street, 3rd Flo ~ 

Boston, MA 021 10 ~ 

Attn: David Duclos 


Reference: SFR Venture 201 1-1 Structured Transaction 


with copies to: 

Assistant Director - Structured Transactions 


Federal Deposit Insurance Corporation 


550 17111 Street, NW (Room F-7015) 


Washington, D.C. 20429-0002 


Attention: Ralph Malami 


E-mail Address: RM21ami@fdic.gov 


with a copy to: 

Supervisory Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room D-7102) 

Arlington, Virginia 22226 

Attention: Kathleen R sso 

E-mail Address: KRusso@fdic.gov 

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

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

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

SFR Venture 2011-1 Str uctured Transaction 9 Regulation S Certificated Note 
This Purchase Money Notes all bind the Issuer and the successors of the Issuer, and the 

tetm "Issuer" herein shall inc!ude the successors of the Issuer. 

The terms of all of the Purchase Money Notes of the Applicable Class may be a ended 

from time to time by the written agreement of the Issuer and the Required PMN Consenting 

Parties, subject, if a Purchase Money Notes Guaranty with respect to this Purchase Money Note 

has been executed and delivered, in all instances to the tenns of such Purchase Money Notes 

Guaranty. 

The Issuer agrees and elects, and the Holder by acceptance of this Purchase Money Note 

agrees and elects, that, in accordance with Section 5-1401 of the General Obligations Law of the 

State of New York, this Purchase Mo>1ey Note is to be governed by and construed in accordance 

with the law ofthe State ofNew York, excluding any conflict of laws rule or principle that might 

refer the governance or the construction of this Purchase :Mone _. e to he law o:f another 

jurisdiction, and each of the Issuer and, by its acceptance hereor ld er unconditionally and 

irrevocably waive any claim to asse11 that the laws of any othe · diction govem this Purchase 

Money Note. "' ~ 

(a) Each of the fss er and each Hol~~ s ch Holder is not the FDIC, any 

Holder that is not the FDIC, a "Non-FDIC e;~ on behalf of itself and its A"tiliates, 

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 FDTC, the H lder that is t e FDIC, the "FDIC 

Holder") arising out of, relating to, or in connection with this Purchase Money Note 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 FDIC Holder files the suit, 

action or proceeding without the consent of the FDIC Holder; 

(B) asse11 that venue is improper in either the United States 

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

District o 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 

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

Transaction Document (other than the LLC Operating Agreement), and waives any right to: 

SFR Venture 2011-1 Structured Transaction 10 Regulation S Certificated Note 
(A) remove or transfer such suit, actio 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 ofNew York; or 

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

an inconvenient forum. 

(iii) agrees to bring any suit, actio 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 Transaction Document in only ei her the 

United States District Court for the Southern District of New York or the United States i)istrict 

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

proceeding to any other court or dispute-resolution forum wi the consent of the FDIC 

Holder, and agrees to consent thereafter to transfer of the su· ton or proceeding to either the 

United States District Court for the Southern District ~ ork or the United States District 

Court for the District of Columbia at the option of the ~"lr der; and 

(iv) agrees, if the Unite Di ri t Court for the Southern istrict 

of New York and the United States stric Q-~ or the District of Columbia both lack 

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

that suit, action or proceeding in o ly 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 ofthe FDIC Holder. 

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

Affiliates, hereby in-evocably and unconditionally agrees that any final judgment enterec: against 

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

comt of competent jurisdiction. 

(c) Subject to the provisions of paragraph ( ) 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 

paragraphs (a) or ill 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) shaH affect the right of any party to serve process in rony other 

manner permitted by Law. 

(d) Nothing in paragraphs (a). ill or .(£} above shall constitute consent to 

jurisdiction in any court by the FDIC, other than as expressly provided in paragraphs (a)(iii) and 

(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 for m. 

EACH OF THE ISSUER AND, BY ITS ACCEPTAJ-.JCE HEREOF, THE HOLDER 

HEREBY IRREVOCABLY AND ill-JCONDITIONALL Y WAIVES ANY RIGHT IT MAY 

SFR Venture 2011-1 Str uctured T t·a nsaclion 11 

RegulationS Cer:iticated Note 
HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR RELAT.'.NG TO 

THIS PURCHASE MONEY NOTE AND AGREES THAT Al Ty SUCH DISPUTE SHE L BE 

TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

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

corresponding Rule 144A Global Note, subject to the restrictions as set fmth in the Custodial and 

Paying Agency Agreement. 

This Certificated Note is subject to mandatory exchange under ~e limited circumstances 

set forth in the Custodial and Paying Agency Agreement. 

The Original Face Amount of this Certificated Note does not take into account any 

principal payments made on this Certificated Note. Principal of this Certificated Note is payable 

prior .to a~rity as set forth herein.above. Accordingly, the a_{jtl ~ ~utstanding unpaid pr nc l 

of this Certificated Note at any time may be less than ~1'J l Face Amount. If th1s 

Certificated l'~o e is in the custody of the Paying Agent _qtiii 1ant to the Custodial and Paying 

Agency Agreement, the Paying Agent shall, upon any yay:i'rthit in respe'ct ofthe principal amount 

hereof, endorse this Purchase Money ~ote on Schedule..A'--

\ 

4ereto to reflect such payment. 

Title to Purchase Money Notes shall pass ~~gistratio in the Purchase Money Notes 

Register kept by the Purchase Money ~otes Re wh ch initially shall be the Paying Agent. 

No service charge shall be made for reg on 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. 

IN WITNESS WHEREOF, the Issuer has caused this i:1strument to be signed, manually 

or in facsimile, as ofthe date first sho,'i-n above. 

SFR Ventu.me 2011-1, L LC 

By: JFcdlerral Deposit Tirrusllltnmce Cmrpomttiorru nllll its 

capadty as Receiver for the Failed Banks, as 

§ole Mem 

SFR Venture 20ll-l Structured Transaction 12 

Regulation S Celiifi cated Note 
-------

ASSIGNMENT FORM 

For value received _ _____________ ____ does hereby sell, ass n 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 Attomey-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) 

SFR Venture 201 1-n Struc tured Transaction 13 

Regulation S Certificated Note 
SC EDULEA 


SCHEDULE OF PRINCIPAL PAYMENTS 


The following payments of principal in respect of the Original Face Amount of this Purchase 

Money Note have been made: 

Po11ion of Original Face 

Original Face Amour> ' of this Purchase 

Amount of this Money 1}ate remaining 

Date principal pa) men! 

Part ofOrigi nal Face 

Purchase Money Arnount of this Purchase unpaid fo llowing such Notation made by or on 

made Note Money Note paid Ipayment behalf of the Company 

·"'-· fl..) ... 

J~,­

r-.~' 

.~:..... 

-."<J r_"V 

'J"' 

SFI{ Venture 2011-J Structured T ransaction 14 Regulation S Certificated Note