THIS PURCHASE MONEY NOTE HAS NOT BEEN REGISTERED UNDER THE 

SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER 

THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. IT MAY 

NOT BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE WITH THE 

REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY OTHER 

APPLICABLE SECURITIES LAWS OR AN EXEMPTION THEREFROM. 

PURCHASE MONEY NOTE 

$727 '770,000 September 30, 2009 

FOR VALUE RECEIVED, Franklin Venture, LLC, a Delaware limited liability 

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

the order of Federal Deposit Insurance Corporation as Receiver for Franklin Bank, S.S.B. 

(the "Initial Holder"), or its successors and registered assigns (the Initial Holder or any 

such successor or assign being referred to herein as t "Holder"), the principal sum of 

$727,770,000 (Seven Hundred Twenty Seve even Hundred Seventy Thousand 

and 00/100 United States Dollars~, t e nte t thereon at an interest rate equal 

to 4.250% per annum calculated · o a 360-day year. Interest accrued on this 

Purchase Money Note through an uding each Determination Date is payable on the 

immediately succeeding Distribution Date. The principal balance of this Purchase 

Money Note outstanding from time to time is payable on each Distribution Date in the 

amount, if any, payable from the Distribution Account from time to time pursuant to 

Section 5.1(b) of that certain Custodial and Paying Agency Agreement, dated as of 

September 30, 2009, between the Issuer, the Federal Deposit Insurance Corporation, in its 

corporate capacity as the Secured Party under the Reimbursement and Security 

Agreement, and Citibank, N.A., a national banking association (as amended, 

supplemented or restated from time to time, and including any substantially similar 

agreement entered into by Issuer and any new or successor custodian and paying agent, 

the "Custodial and Paying Agency Agreement"); provided, however, that the entire 

unpaid principal amount of this Purchase Money Note shall be due and payable on 

September 30, 2019 (the "Maturity Date"). 

The principal of and interest on this Purchase Money Note are payable in such 

coin or currency of the United States of America as at the time of payment is legal tender 

for payment of public and private debts. All payments made by the Issuer with respect to 

this Purchase Money Note shall be subject to the priority of payments set forth in Section 

5.1 of the Custodial and Paying Agency Agreement. This Purchase Money Note is 

subject to all terms of the Custodial and Paying Agency Agreement. Unless otherwise 

defined herein, capitalized terms used in this Purchase Money Note have the meanings 

provided in, or by reference in, the Custodial and Paying Agency Agreement. 

This Purchase Money Note may be prepaid, in whole or in part, at any time 

following the twenty-four (24) month period commencing on the date of this Purchase 

Franklin - Purchase Money Note 

8528218.5 
Money Note, without premium or penalty; provided, that any prepayment shall include a 

payment of accrued interest on the amount prepaid through and including the date of 

prepayment. 

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

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

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

under any certificate or other writing delivered in connection therewith, against the 

Paying Agent or the Servicer or any of their Affiliates. 

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 of the Holder 

hereof, by check to such address as the Holder shall have designated to the Paying Agent 

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

Note or the making of any notation hereon. Notwithstanding the foregoing, the final 

payment on this Purchase Money Note will be made only upon presentation and 

surrender of this Purchase Money Note at the o~r agency maintained for that 

purpose by the Paying Agent in New York~.~ ~ny payment of principal of, or 

interest on, or any other amount o~W!mer under this Purchase Money Note 

becomes due and payable on a day <Vtnan a Business Day, the maturity thereof shall 

be extended to the next succeeding Business Day. If the date for any payment of 

principal is extended by operation of Law or otherwise, interest thereon shall be payable 

for such extended time. 

This Purchase Money Note is limited in right of payment 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 

and the Servicing 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, 

such purposes including reimbursement to the Servicer of advances made, or certain 

expenses incurred, by it, and investment in Permitted Investments. 

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

surrender to the Paying Agent (with concurrent written notice to the Issuer of the 

requested transfer) of this Purchase Money Note for registration and transfer, duly 

endorsed by, or accompanied by a written instrument of transfer duly executed by, the 

registered holder hereof or its attorney duly authorized in writing. Upon surrender of this 

Purchase Money Note as above provided, together with the name, address and other 

information for notices of the transferee, the Paying Agent shall promptly register the 

transfer, record the transfer on this Purchase Money Note and deliver the same to the 

transferee. A transfer of this Purchase Money Note shall be effective upon registration of 

the transfer by the Paying Agent. Prior to registration of such a transfer, the Person in 

whose name this Purchase Money Note is registered shall be deemed the owner and 

Holder thereof for all purposes hereof, and the Issuer shall not be affected by any notice 

or knowledge to the contrary. 

Franklin- Purchase Money Note 

8528218.5 2 
Upon request by a transferee of this Purchase Money Note that a new Purchase 

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

it of the ownership of and the loss, theft, destruction or mutilation of this Purchase 

Money Note and (a) in the case of loss, theft or destruction, of indemnity reasonably 

satisfactory to it, or (b) in the case of a request by a transferee that a new Purchase 

Money Note be issued or in the case of mutilation, upon surrender and cancellation of the 

Purchase Money Note, within two Business Days thereafter, the Issuer shall execute and 

deliver, in lieu thereof, a new Purchase Money Note, dated so that no gain or loss of 

interest shall occur. 

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

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

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

the contrary. 

The occurrence or continuance of any one or more of the following events, 

whether such occurrence is voluntary or involuntary or comes about or is effected by 

operation of Law or otherwise, shall constitute an "Event of Default" under this 

Purchase Money Note: ~ 

(a) the occurrenc~Qs;!t "J Default," as defined in the 

Reimbursement and Security AgreenW>r 

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

files a voluntary petition for relief in any Insolvency Proceeding (as hereinafter defined); 

(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 of the Issuer or of all or any substantial part of the 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); (vi) becomes unable to pay its obligations as they become due; or 

(vii) within ninety (90) days of any proceeding against the Issuer seeking reorganization, 

arrangement, composition, readjustment, liquidation, dissolution or similar relief under 

any Law if the proceeding has not been dismissed, or within ninety (90) days after the 

appointment of a trustee, receiver or liquidator for the Issuer or all or any substantial part 

of the Issuer's properties without the Issuer's agreement or acquiescence, which 

appointment is not vacated or stayed, or if the appointment is stayed, for ninety (90) days 

after the expiration of the stay if the appointment is not vacated. 

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

Holder may, with the consent of the Purchase Money Note Guarantor, and the Holder 

shall, at the direction of the Purchase Money Note 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 all interest accrued hereon and any other 

amounts owed by the Issuer hereunder, and on delivery of such a notice, the unpaid 

Franklin- Purchase Money Note 

8528218.5 3 
principal amount of this Purchase Money Note and all interest accrued to such date, and 

any other amounts owed by the Issuer hereunder, shall forthwith become immediately 

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

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

interest, and as to any such other amounts, without any action on the part of the Holder 

and without the consent of the Purchase Money Note Guarantor. 

"Insolvency Proceeding" shall mean any proceeding under Title 11 of the United States 

Code (11 U.S.C. §§101, et seq.) or any proceeding under the Law of any jurisdiction 

involving any reorganization, arrangement, composition, readjustment, liquidation, 

dissolution, or similar relief. 

If and to the extent the Purchase Money Note Guarantor makes any payment to 

the Holder pursuant to or in connection with the Purchase Money Note Guaranty, the 

Purchase Money Note Guarantor shall be subrogated to all of the rights of the Holder 

with respect to any claim to which such payment relates to the extent of such payment, 

and the Holder, upon acceptance of any such payment, will be deemed to have assigned 

to the Purchase Money Note Guarantor any and all claims it may have against the Issuer 

or others and for which the Holder rece~·ves p m the Purchase Money Note 

Guarantor under the Purchase Mone.,...l . on the request of the Purchase 

Money Note Guarantor, the Holder~ e ritten 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 

hereunder shall operate as a waiver of such right or any other right of the Holder, nor 

shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of 

the same or any other right on any future occasion. Except as otherwise set forth herein, 

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

remedies the Holder would otherwise have. 

The Issuer's obligations hereunder are absolute and unconditional and shall not be 

affected by any circumstance whatsoever, and the Issuer hereby agrees to make, or cause 

the Paying Agent to make, all payments hereunder in full and when due, whether in 

respect to principal, interest or any other amount owed by the Issuer hereunder, without 

notice, demand, counterclaim, setoff, deduction, defense, abatement, suspension, 

limitation, deferment, diminution, recoupment or other right that the Issuer may have 

against the Holder hereof or any other Person, but subject in all respects to the priority of 

payment set forth in Section 5.1 of the Custodial and Paying Agency Agreement, and the 

Issuer hereby waives and agrees not to assert any defense (other than payment in 

accordance with the terms hereof), right of counterclaim, setoff or recoupment, or other 

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

Franklin- Purchase Money Note 

8528218.5 4 
All notices, requests, demands and other communications required or permitted 

hereunder shall be given in writing and delivered by hand or by registered or certified 

mail, or by recognized overnight delivery service, if to the Issuer, to: 

Franklin Venture, LLC 


4282 North Freeway 


Fort Worth, Texas 76137 


Attention: Dennis G. Stowe 


Tel: (817) 321-6001 


with a copy to: 

K&L Gates LLP 


1601 K Street, N.W. 


Washington, D.C. 20006 


Attention: Phillip J. Kardis, II 


Tel: (202) 778-9401 


and if to the Holder hereof, to: M 

Senior Capital Markets S~inP " 

c/o Federal Deposit lnsuriW:¥ation 


550 17'h Street, NW (Room F-7026) 


Washington, D.C. 20429-0002 


Attention: Timothy A. Kruse 


Tel: (202) 898-6832 


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 

Tel: (703) 562-2430 

or to such other addresses as the Issuer and the Holder may designate to each other in 

writing. 

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

unenforceable in any respect, the validity, legality and enforceability of the remaining 

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

This Purchase Money Note shall bind the Issuer and the successors of the Issuer, 

and the term "Issuer" herein shall include the successors of the ~ssuer. 

Franklin- Purchase Money Note 

8528218.5 5 
The tenns of this Purchase Money Note may be amended from time to time only 

by the written agreement of the Issuer and the Holder. 

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

Holder hereunder shall be governed by, and construed and enforced in accordance with, 

the Laws of the State of New York without reference to any rules of conflicts of Laws 

that might refer the governance or construction of this Purchase Money Note to the Law 

of any other jurisdiction. 

Each of the Issuer and the Holder irrevocably and unconditionally: 

(a) (i) agrees that any suit, action or proceeding instituted against it by 

any other party with respect to this Purchase Money Note may be instituted, and that any 

suit, action or proceeding by it against any other party with respect to this Purchase 

Money Note shall be instituted, only in the Supreme Court of the State of New York, 

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

York or the United States District Court for the District of Columbia (and appellate courts 

from any of the foregoing), (ii) consents and submits, for itself and its property, to the 

jurisdiction of such courts for the purpose of any such suit, action or proceeding instituted 

against it by any other party and (iii) agrees~!!~ent in any such suit, action 

or proceeding shall be conclusive an~ e :d'J other jurisdictions by suit on 

the judgment or in any other manner ~e w; 

(b) agrees that service of all writs, process and summonses in any suit, 

action or proceeding pursuant to clause (a) above may be effected by the mailing of 

copies thereof by registered or certified mail, postage prepaid, to its address for notices 

set forth in this Purchase Money Note (with copies to such other Persons as specified 

therein); provided, however, that nothing contained in these clauses (a) through (d) shall 

affect its ability to be served process in any other manner pennitted by Law; 

(c) (i) waives any objection that it may now or hereafter have to the 

laying of venue of any suit, action or proceeding arising out of or relating to this Purchase 

Money Note brought in any court specified in clause (a) above, (ii) waives any claim that 

any such suit, action or proceeding brought in any such court has been brought in an 

inconvenient forum and (iii) agrees not to plead or claim either of the foregoing; and 

(d) agrees that nothing contained in these clauses (a) through (d) shall 

be construed to constitute consent to jurisdiction by the Purchase Money Note Guarantor 

or a limitation on any removal rights the Purchase Money Note Guarantor may have. 

EACH OF THE ISSUER AND THE HOLDER HEREBY IRREVOCABLY 

AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL 

BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO TillS 

PURCHASE MONEY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL 

BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

Franklin- Purchase Money N01e 

8528218.5 6 
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, 

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

FRANKLIN VENTURE, LLC 

By: 	 Federal Deposit Insurance 

Corporation as Receiver for Franklin 

Bank, 

By:	__ ----­

Name

Title: ct 

Franklin- Purchase Money Note