SFR 2010-2 


PURCHASE MONEY NOTES GUARANTY AGREEMENT 


BY AND BETWEEN 


FEDERAL DEPOSIT INSURANCE CORPORATION, IN ITS CORPORATE 


CAPACITY 

AND 

FEDERAL DEPOSIT INSURANCE CORPORATION, 


AS RECEIVER FOR THE FAILED BANKS 


Dated as ofJune 25, 2010 

FDIC SFR 201(>..2 

Purchase Mon~y Notes Guaranty Agn:<:ment 

Pool Nos. 241Jl0 !l1ld 24021 

NY2 2053703.3 
TABLE OF CONTENTS 


Section 1. Guaranty................................................................................................................ ... 1 


Section 2. Guaranty Absolute ...................................................................................................2 


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


Section 4. Representations and Warranties ...............................................................................3 


Section 5. Waiver......................................................................................................................3 


Section 6. Reinstatement of Guaranteed Obligations ...............................................................4 


Section 7. Subrogation; Assignment ofClaims ........................................................................4 


Section 8. Purchase Money Notes Guarantor's Right to Control Remedies ............................4 


Section 9. Information ..............................................................................................................4 


Section 10. Governing Law ........................................................................................................5 


Section 1 I. Records and Accounts..............................................................................................5 


Section 12. Waiver ofReinedies.................................................................................................5 


Section 13. Termination.............................................................................................................. S 


Section 14. Successors and Assigns............................................................................................S 


Section 15. Amendments ............................................................................................................6 


Section 16. [Reserved] ................................................................................................................6 


Section 17. Payments ..................................................................................................................6 


Section 18. Notices .....................................................................................................................7 


Section 19. Severability ..............................................................................................................8 


Section 20. Headings ..................................................................................................................8 


Section 21. Limitation of Liability.............................................................................................. 9 


Section 22. Waiver of Jury Trial.................................................................................................9 


Section 23. Jurisdiction; Venue and Service ...............................................................................9 


I'DIC SFR 2010-2 


Purchase Money Note Guaranty Agreement 


Pool Nos. 24!l20 and 24021 


NY2 2053703.3 
Section 24. Counterparts; Facsimile Signature ......................................................................... ll 

Exhibit A Form of Payment Request 

ii 


FDIC SFR 201()..'2 


Purchase Mon~y N()tes Guaranty Agreement 


Pool Nos. 2~020 and 24021 


NY2 2053703.3 

PURCHASE MONEY NOTES GUARANTY AGREEMENT 

THIS PURCHASE MONEY NOTES GUARANTY AGREEMENT (this "Agreement") 

is entered into as of the 25th day of June, 2010, by and between the Federal Deposit Insurance 

Corporation, in its corporate capacity, as the Purchase Money Notes Guarantor, and the Federal 

Deposit Insurance Corporation, as Receiver (the "Noteholder"). Capitalized terms used in this 

Agreement and not otherwise defined in this Agreement shall have the meanings assigned to 

them in, or by reference in, that certain Agreement of Common Definitions. 

RECITALS 

WHEREAS, pursuant to that certain Contribution Agreement, dated as of the Closing 

Date, between the Company (the "Debtor") and the Noteholder, the Noteholder 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 Noteholder (i) the Class A Notes, dated as of the Closing 

Date, in the aggregate principal face amount of $56,100,000.00 (the «Class A Notes'') and (ii) 

the Class A-10 Notes, dated as of their issuance, having an initial notional balance equal to the 

outstanding principal balance of the Class A Notes on such date (the "Class A-10 Notes" and 

together with the Class A Notes, the "Purchase Money Notes"); and 

WHEREAS, to provide the Noteholder support for the payment and performance of the 

Debtor's obligations under the Purchase Money Notes, the Purchase Money Notes Guarantor has 

agreed to enter into this Agreement and to perform the obligations ofthe Purchase Money Notes 

Guarantor described in this 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 

·:>bligation; 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; and 

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

Agreement, the date of maturity of the Purchase Money Notes Guarantor's obligations under this 

Agreement is stated in this Agreement, and the Federal Deposit Insurance Corporation is the 

Purchase Money Notes Guarantor under this Agreement, the full faith and credit of the United 

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

Obligations pursuantto 12 U.S.C. §1825(d). 

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

Guarantor of the Purchase Money Notes Guaranty Fee, the sufficiency of which is hereby 

acknowledged, the Purchase Money Notes Guarantor and the Noteholder hereby agree as 

follows: 

Section I. Guarantv. The Purchase Money Notes Guarantor hereby absolutely, 

lrrevocably, completely, unconditionally and immediately guarantees the due and punctual 

payment and performance when due, whether at stated maturity, upon the Noteholder's demand, 

by acceleration or otherwise, of the following (collectively, the "Guaranteed Obligations"): 

"OIC SFR 2010-2 

Purchase Money Noles Guaranty Agreement 

:>ool Nos. 24020 and 24021 

:'IY2 2053703.3 
(a) the due and punctual payment on each Distribution Date of the Class A Accrued 

Note Interest and the Class A-10 Accrued Note Interest~ 

(b) the due and punctual payment of the outstanding principal balance of the Class A 

Notes, in an aggregate amount of $56,100,000.00, on the date such principal shall become due 

and payable in accordance with the terms of the Class A Notes, whether at stated maturity, by 

acceleration, upon call or otherwise, which $56,100,000.00 shall constitute the outstanding 

principal amount of the Guaranteed Obligations. The date of maturity of the Purchase Money 

Notes Guarantor's obligations under this Agreement shall be June 25. 2017, 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); 

and 

(c) the payment of any Loan Parity Obligation upon the Class A Noteholders' 

demand. 

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

the Guaranteed Obligations (other than the Loan Parity Obligation) will be paid strictly in 

accordance with the terms of the Purchase Money Notes and that the Loan Parity Obligation will 

be paid strictly in accordance with the tenns of this Agreement, in each case 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 Notebolder with respect thereto. The liability of the Purchase Money Notes 

Guarantor pursuant to thls Agreement 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 the Purchase Money 

Notes or this Agreement; " 

(b) any furnishing to the Noteho)der of any security for the Guaranteed 

Obligations; 

(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 

Agreement 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 the Purchase Money Notes or in the exercise thereof 

2 

FDIC SFR 2010-2 

Purchase Money No!e$ Guaranty Agreement 

Pool Nos. 24020 and 24021 

NY2 2053703.3 
Section 3. Action with Respect to Guaranteed Obligations. Unless otherwise 

consented to in writing by the Purchase Money Notes Guarantor, the Noteholder 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 ofthe Guaranteed Obligations or modifying the amount of any ofthe Guaranteed 

Obligations; (b) amend, modify, alter or supplement the Purchase Money Notes; (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 the Debtor or any other person; 

provided, however, that any such action taken by the Noteholder 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 Noteholder: 

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

taken all necessary action to authorize the execution and delivery of this Agreement and to 

perform its obligations hereunder in accordance with its terms. This Agreement has been duly 

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

this Agreement 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 Agreement 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 may 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 Putchase Money Notes Guarantor, threatened agahtsl tire Pwchase Morrey Notes Guarantor 

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

perform its obligations pursuant to this Agreement. 

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, which in any manner or to any extent might vary the risk ofthe Purchase Money Notes 

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

from its obligations hereunder. The Purchase Money Notes Guarantor acknowledges that it will 

3 

FDIC SFR 2010-2 

Purchase Money Notes Guaranty Agreement 

Pool Nos. 24020 and 2402\ 

NY2 2053 7033 
receive direct and indirect benefits from the arrangements contemplated herein 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 S is continuing in nature and applies to all Guaranteed 

Obligations, whether existing now or in the future. 

Section 6. Reinstatement of Guaranteed Obligations. This Agreement shall in all 

respects be a continuing and irrevocable guaranty of payment and shall (a) 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 and its successors and assigns and (c) inure 

to the benefit of, and be binding upon and enforceable by, the Noteholder and their respective 

successors, pledgees, transferees and assigns. If claim is ever made on the Noteholder for 

repayment or recovery of any amount or amounts received in payment or on account of any of 

the Guaranteed Obligations, and the Noteholder 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 Noteholder 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 Agreement, the Purchase Money Notes or any other instrument 

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

remain liable to the Noteholder for the amounts so repaid or recovered to the same extent as if 

such amount had never originally been paid to the Noteholder, and the Purchase Money Notes 

Guarantor's obligations and liabilities to the Noteholder under this Agreement shall be reinstated 

to such extent and this Agreement and any collateral for this Agreement 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 Noteholder pursuant to or in connection with 

this Agreement, the Purchase Money Notes Guarantor shall be subrogated to all of the rights of 

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

payment, and the Noteholder, upon acceptance of any such payment, shall be deemed to have 

assigned to the Purchase Money Notes Guarantor any and all claims such Noteholder may have 

against the Debtor or others and for which such N oteholder receives payment from the Purchase 

Money Notes Guatmrtm wtder this Agreement. Upon the request of the Purchase Money Notes 

Guarantor, the Noteholder shall execute written assignments ofsuch claims. 

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

shall occur an "Event of Default" under the Reimbursement and Security Agreement, the 

Purchase Money Notes Guarantor shall have the right to control any and all remedies available to 

the Noteholder under the Purchase Money Notes, and the Noteholder hereby agrees to take any 

and all actions available to the Noteholder under such Purchase Money Notes as the Purchase 

Money Notes Guarantor shall direct. 

Section 9. Information. The Purchase Money Notes Guarantor assumes all 

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

4 

FDIC SFR 2010-2 

Purcllasc Money Nl>lcs Gu111'311ty Agreement 

Pool Nos. 24020 and 2402! 

NY2 2053703.3 
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 hereunder, and agrees that the Noteholder shall not have any duty 

whatsoever to advise the Purchase Money Notes Guarantor of infonnation regarding such 

circumstances or risks. 

Section 10. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY 

AND CONSTRUED IN ACCORDANCE WITH TilE LAW OF THE STATE OF NEW YORK, 

EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE TIIAT MIGHT REFER 

THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW 

OF ANOTHER JURISDICTION. NOTHING IN THIS AGREEMENT SHALL REQUIRE 

ANY UNLAWFUL ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

Section 11. Records and Accounts. The Noteholder 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 

Noteholder to maintain such books and accounts shall not in any way relieve or discharge the 

Purchase Money Notes Guarantor of any ofits obligations hereunder. 

Section 12. Waiver of Remedies. No failure on the part of the Noteholder to exercise, 

and no delay in exercising, any right hereunder or under the Purchase Money Notes 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 

Noteholder provided herein and in the 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 

Noteholder under this Agreement and the Purchase Money Notes against any other party thereto 

are not conditional or contingent on any attempt by the Noteholder to exercise any of its rights 

under any other document against such party or against any other Person. 

Section 13. Termination. This Agreement shall remain in full force and effect with 

respect to the Purchase Money Notes Guarantor until, and shall terminate upon, the earliest of 

indefeasible satisfaction and payment in full of the Guaranteed Obligations and the termination 

or cancellation of the Purchase Money Notes in accordance witli their terms. 

Section 14. Successors and Assigns. Each reference herein to the Noteholder and to 

the Purchase Money Notes Guarantor shall be deemed to include its successors and assigns, in 

whose favor the provisions of this Agreement also shall inure and upon whom this Agreement 

also shall be binding; provided that the Purchase Money Notes Guarantor may not assign or 

transfer its obligations hereunder to any Person without the prior written consent of the 

Noteholders of one hundred percent (1 00%) of the outstanding principal balance of the Class A 

Notes (which consent shall not be withheld unreasonably). Any such assignment or other 

transfer to which the Noteholder has not so consented shall be null and void ab initio. 

5 

FDIC SFR 2010-2 

Purchase Money Notes Ouaranty Agrc<:ment 

Pool Nos. 24020 and 24021 

NY2 2053703.3 
Section 15. Amendments. No amendment of any provision of this Agreement shall be 

effective unless it is in writing and signed by the Purchase Money Notes Guarantor and the Class 

A Noteholders holding more than fifty percent (SO%) of the outstanding principal balance of 

such Class A Note; provided that any amendment, waiver or other modification that would (a) 

affect adversely the interests, rights or obligations of any holder of a Class A Note, or (b) release 

the Purchase Money Notes Guarantor from all or any part of its obligation to make each and 

every payment under this Agreement, shall not be effective unless it is in writing and signed by 

each affected Class A N oteholder, 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) All payments to be made by the Purchase Money Notes Guarantor 

pursuant to this Agreement in respect of the Guaranteed Obligations shall be made in legal 

currency of the United States of America, in immediately available fW1ds by 12:00 p.m. New 

York time on the date that is one (1) Business Day prior to the applicable Distribution Date or 

the Purchase Money Notes Maturity Date, as applicable; provided that the Purchase Money 

Notes Guarantor has received written demand therefor by the applicable Noteholder or by the 

Paying Agent on such Noteholder's behalf, in each case in substantially the form attached hereto 

as Exhibit A, no later than 5:00p.m. New York time on the date that is four (4) Business Days 

prior to such Distribution Date or the Purchase Money Notes Maturity Date, as applicable. The 

deposit of any such payments by the Purchase Money Notes Guarantor into the Distribution 

Account pursuant to the Custodial and Paying Agency Agreement for further distribution by the 

Paying Agent to the Noteholders shall constitute payment in satisfaction of this Section 17 with 

respect to the Guaranteed Obligations. 

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

the full principal amount of the Purchase Money Notes 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 Notebolder, which may be any Business Day wjthont 

regard to whether or not such date is a Distribution Date or the Purchase Money Notes Maturity 

Date. Such interest payment shall be made in lega1 currency of the United States of America to 

the Paying Agent for further distribution by the Paying Agent to the Noteholder. Any such 

interest shall accrue from and including the Distribution Date or Purchase Money Notes 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 Noteholder. 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 

6 

FDIC SFR 2010-2 

Purchase Money Notes Guaranty Agreement 

Pool Nos. 24020 IIJld 24021 

NY2 2053703.3 
obligation that results in the failure of any payment of principal on the Purchase Money Notes 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 

Agreement 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 (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 refused) by 

or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after 

deposit in the mails, postage prepaid; and (C) 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 above. 

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

Manager, Capital Markets & Resolutions 


Federal Deposit Insurance Corporation 


550 17th Street, N.W. 


Room F-7014 


Washington, D.C. 20429 


Attention: Ralph Malami 


Email address: RMalami@fdic.gov 


with a copy to: 

Senior Cmmsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, VA 22226 

Attention: David Gearin 

Email address: DGearin@fdic.gov 

Address for notices or communications to the Noteholder: 

Manager, Capital Markets & Resolutions 

Federal Deposit Insurance Corporation 

550 17th Street, N.W. 

Room F-7014 

Washington, D.C. 20429 

Attention: Ralph Malarni 

7 

FDIC SFR 2010·2 

Purchase Monoy Notes Guaranty Agreement 

Pool Nos. 24020 aJTd 24021 

NY2 2053703.3 
Email 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, VA 22226 

Attention: David Gearin 

Email address: DGearin@fdic.gov 

Section 19. Severability. Any provision of this Agreement 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 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 Wlenforceability 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 Agreement. Without limitation of the preceding sentence, it is the 

intent of the parties to this Agreement that in the event that in any court proceeding, such court 

detennines that any provision of this Agreement is prohibited or Wlenforceable 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, (x) 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 (p) enforce such provision, as so modified pursuant to clause ( q), in such 

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

this Agreement to appeal any court ruling or the effect of any favorable ruling on appeal or (y) 

the intended effect of Section 1 0. 

Section 20. Headings. Section titles or captions contained in this Agreement are 

inserted only as a matter of convenience and for reference and in no way define, limit, extend or 

describe the scope of this Agreement or the intent of any provisions hereof. All Section, 

paragraph and clause references contained herein shall refer to Sections, paragraphs and clauses 

in this Agreement unless otherwise specified. 

8 

FDIC SFR 201 0-2 

Purchase Money Notes Guaranty Agreement 

Pool Nos. 24020 and 24021 

NY2 2053703.3 
Section 21. Limitation of Liability. Neither the Noteholder nor any Affiliate, officer, 

director, employee, attorney, or agent of the Noteholder 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 Agreement or any of the transactions contemplated hereby. The Purchase 

Money Notes Guarantor hereby waives, releases, and agrees not to sue the Noteholder or any of 

its 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 Agreement or any of 

the transactions contemplated hereby. 

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

GUARANTOR AND EACH NOTEHOLDER HEREBY IRREVOCABLY AND 

UNCONDITIONALLY WANES ANY RlGHT IT MAY HAVE TO A TRIAL BY JURY OF 

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES 

THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITIING WITHOUT 

A JURY. 

Section 23. Jurisdiction; Venue and Service. 

(a) Each Noteholder (if such Noteholder is not the FDIC~ any Notebolder that 

is not the FDIC, a "Non-FDIC Notebolder"), 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 ofNew York and to the jurisdiction ofthe United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any of its Affiliates 

commenced by the Purchase Money Notes Guarantor or any other Noteholder (if such other 

Noteholder is the FDIC; the Noteholder that is the FDIC, the "FDIC Noteholder") arising out 

of, relating to, or in connection with this Agreement or any other Ancillary Document, and 

waives any right to: 

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

court or dispute-resolution forum other than the court in which the Purchase Money Notes 

Gliarantor or the FDIC Noteholdcr files the suit, aetion or proceeding without the consent of the 

Purchase Money Notes Guarantor or the FDIC Noteholder, 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 ofColumbia; 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. 

9 

FDIC SFRlOI0-2 

Purch:se Mcney Notes Guaranty At;recmen1 

Pool Nos. 24020 and 24021 

NY2 2053703.3 
(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 ofits Affiliates commenced by the 

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

connection with this Agreement or any other Ancillary Document (other than the LLC Operating 

Agreement), and waives any right to: 

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

other court or dispute-resolution forum without the consent of the Purchase Money Notes 

Guarantor or the FDIC Noteholder, as applicable~ 

(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, action or proceeding by any Non-FDIC 

Noteholder, or its Affiliates against the· Purchase Money Notes Guarantor or the FDIC 

Noteholder arising out of, relating to, or in connection with this Agreement or any other 

Ancillary 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 Noteholder, 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 ofthe Purchase Money Notes Guarantor 

or the FDIC Noteholder, as applicable; and 

(iv) agrees, if the United States District Court for the Southern District 

of New York and the Urrited 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 ofNew 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 Noteholder, as 

(b) Each Non-FDIC Noteholder, on behalf of itself and its Affiliates, hereby 

irrevocably and unconditionally agrees that any fmal 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 Noteholder, 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 

10 

FDIC SFR 2010-2 

Purchase Money Notes Guaranty Agreement 

Pool NtiS. 24020 and 24021 

NY2 2053703.3 
Section 17 (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 Agreement may be executed in 

two (2) 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 Agreement and any amendments hereto, 

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 Agreement shall raise the 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.] 

11 

FDIC SFR 201D-2 

Purchase Money Notes Guaranty Agreement 

Pool Nos. 24020 and 24021 

NY2 2053703.3 
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, 

as Purchase Money Notes Guarantor 

By: 

Name: 

Title: Attorney-in-Fact 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

as Receiver in its separate ~apacities as receiver for each of 

the Failed Banks 

Title: Attorney-in-Fact 

[Signature page to Purchase Money Notes Guaranty Agreement] 

FDIC SFR20L0-2 

Purchase Money Notes Guaranty Agreement 

Pool Nos. 24020 and 24021 
SCHEDULE 1 

List ofVarious Failed Financial Institutions 

:---------------c:-:----------· ,.~----------:_,.. __._ .......--~- ···---­

E-~~~~~------··- lC~ty ---------------~~~~-J?!~~in~-~~~-e___ _ 
 ilndyMac Bank JPasadena lCA jluly 11, 2008 r,::-----------------~.------------~----..----·--r····-·-··-----------.. -- ---- ·-· 1New Frontier Bank ;Greeley [CO !April I0, 2009 : jA;;ic~s~~th~~------[K __________ -----------~G-·_A ____liApril24~-2-oo9- ----j

IB~-1- t ennesaw : 1 ' 4111\. I : I I 

·-----·--·------------ ------------i-------- -~-- ---- ~·- ~- •;~;~~------------f--~~ ~---·. ... ., ___ ····· --··-· ~ 

jFirst Bank of Beverly !Cal b leA !April24, 2009 i 

iHms ! a asas ! I l ~-------··--··-··-- --·--·-·· ----!-----· ·----· ----------~- .--··-- i---------------­ ifirst Bank of Idaho )Ketchwn :m jApril 24, 2009 , >-·--·--·------------ --·· 1----------····-------···1--------i-----.------- ----- i 

!Michigan Heritage F . gt Hill lMI 1Apn1 24, 2009 , :Bank ! arnun on s ! ! : ]~~rica w;~t Bank !Layt~----------- ;ur·---:-M~y"1,2oo9 ______ _ ;--------------;----·--:-··-··-----------------:-------·--1------ ............ -- ... .. ·- ·: 

!Citizens Community irud od :NJ 1May 1, 2009 : iBank f gewo , : . ~-----.-----~-~~-- -·---.-. : ··-----··-···---------· ----: ·-··-· ~- ,,___l___ ---._______ -··-~- ______1 

!Silverton Bank, N.A. !Atlanta \GA !May I, 2009 j 

fw;stsoundB~--~TBremert~;--------~WA.....JMay 8,-2669------: r:-·-----------~-----;-------1----------------· 

}~!~_ofLincolnwood !Lincolnwood ~ J~~..:. 2~0!.____ __1 

iCommunity Bank of !Villa Rica IGA jJune 26, 2009 ' 

jWest Georgia ! ! J .

,------------------ -------~.-------------·-r-·-------- --·- ... ------- ------··-­

lintegrity Bank !Jupiter ]FL !July 31, 2009 ~ ... - .......~------------------+-----·---·...--..- ~M -----~--:-----··---1-------------------J 

!Community Bank of !Las Ve as :NV !August 14,2009 ; 

,Nevada ' g . I , ;·-...~-'*"--·------·· --=---·-· -- -···;------~-"'-··--------------- ---·· ···-·-·-;--·--- .. ··--·--i···· -~~------- . ------ ~ 

,Umon.B~ Natwnal !Gilbert !AZ !'August 14,2009 ­

:Assoctatwn 1 I , • 

t~~s -~~~;:~~-~-=fw_~~~--==~---~-~~=:_1~~~~~-~-~--- J 


FDIC SFR 201 (}..2 

Purchase Mmey Notes Guw-anty Agn:emonl 

Por;» Nos. 24020 and 24021 

NY2 2053703.3 
EXHIBIT A 

Form ofPayment Request 

[See attachedj 

FDIC SFR 2010..2 

?urchase Money Notes Guaranty Agreement 

?ool Nos. 24!120 and 24021 

NY2 2053703.3 
2010-2 SFR VENTURE, LLC 


PAYMENT REQUEST- NOTE GUARANTY 


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

by ;md between the Federal Deposit Insurance Corporation, In Its corporate capacity, and the Federal 

Deposit lnsuntnce Corporation, as Receiver for various failed financial institutions listed on Schedule 1 

thereto, dated as of[__} 

Request Date: 

Date Funds Required: 

Reason for Request!tl 

Payment Required: 

Class A Note 

ClassA-10 Note 

Total Payment Required A 

Funds Available for Payment B 

Shortfall- Amount Due from FDIC on Guaranty A-B 

(l) Indicate whether draw request is due to Purchase Money Note maturity, acceleration, or 

otherwise. 

Certification ofCustodian and Paying Agent 

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

complete. 

Name: Date 

e: 


[Bank] 


Wire Instructions 

[BANK] 

ABA L.[-----' 

Account Number: t__[---' 

Account Name: ._[____, 

FFC: [ 1 

FDIC SFR 2010-2 

Purchase Mooey Notes Guaranty Agreement 

Pool Nos. 24020 and 24021 

NY2 20537033