West CRE Venture 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 


VARIOUS FAILED FINANCIAL INSTITUTIONS LISTED ON SCHEDULE I 


HERETO 


Dated as ofDecember 14,2010 


West CRE-Venture 2010-2 

Purchase Money Notes Guaranty Agreement 

EXECUTION VERSION 
TABLE OF CONTENTS 


Section 1. Guaranty.......................................................................................................2 


Section 2. Guaranty Absolute .......................................................................................3 


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


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


Section 5. Waiver..........................................................................................................4 


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


Section 7. Subrogation; Assignment of Claims ............................................................5 


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


Section 9. Information ..................................................................................................5 


Section 10. Governing Law···························································:·················· ..............5 


Section 11. Records and Accounts ..................................................................................6 


Section 12. Waiver ofRemedies .....................................................................................6 


Section 13. Termination..................................................................................................6 


Section 14. Successors and Assigns ................................................................................6 


Section 14. Amendments ................................................................................................7 


Section 16. [Reserved] ....................................................................................................7 


Section 17. Payments ......................................................................................................7 


Section 18. Notices .........................................................................................................8 


Section 19. Severability ..................................................................................................9 


Section 20. Headings .................................................................................................... 1 0 


Section 21. Limitation of Liability................................................................................ I 0 


Section 22. Waiver of Jury Trial ................................................................................... 1 0 


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


Section 24. Counterparts; Facsimile Signature ............................................................. 12 


West CRE-Venture 2010-2 


Purchase Money Notes Guaranty Agreement 


EXECUTION VERSION 

PURCHASE MONEY NOTES GUARANTY AGREEMENT 

THIS PURCHASE MONEY NOTES GUARANTY AGREEMENT (this 

"Guaranty Agreement") is entered into as of December 14, 2010 (the "Closing Date") 

by and between the Federal Deposit Insurance Corporation, in its corporate capacity (the 

"Purchase Money Notes Guarantor") and the Federal Deposit Insurance Corporation, 

as Receiver for various failed financial institutions listed on Schedule I hereto (the 

"Initial Holder"). Capitalized terms used in this Guaranty Agreement and not otherwise 

defined herein shall have the meanings assigned to them in, or by reference in, that 

certain West CRE Venture 2010-2 Structured Transaction-Agreement of Common 

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

and the Initial Holder, among others. 

RECITALS 

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

transferred certain assets to the Debtor partly as a sale and partly as a capital contribution, 

and in return for said Assets, the Debtor issued to the Initial Holder two classes of 

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

amount of $42,599,083.00, inclusive of the Purchase Money Notes Issuance/Guaranty 

Fee; 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 Guaranty Agreement and perform the obligations 

ofthe Purchase Money Notes Guarantor described in this Guaranty Agreement; and 

WHEREAS, on the Closing Date, no guaranty of any Purchase Money Note by 

the Purchase Money Notes Guarantor was in effect with respect to any Purchase Money 

Note, pending and subject to (i) the exercise by the Initial Holder, from time to time, in 

whole or in part, of the right to implement the guaranty of the Purchase Money Notes by 

the Purchase Money Notes Guarantor, and (ii) the right of the Purchase Money Note 

Guarantor to consent to and accept the obligations under and in accordance with this 

Guaranty Agreement; and 

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

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

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

is stated in the obligation, then the full faith and credit of the United States is pledged to 

the payment of such obligation with respect to both principal and interest; and 

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

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

obligations under this Guaranty Agreement is stated in this Guaranty Agreement and the 

Federal Deposit Insurance Corporation is the Purchase Money Notes Guarantor pursuant 

to this Guaranty Agreement, the full faith and credit of the United States is pledged to the 

West CRE-Venture 2010-2 

Purchase Money Notes Guaranty Agreement 

EXECUTION VERSION 
Purchase Money Notes Guarantor's obligation to pay the Guaranteed Obligations 

pursuant to 12 U.S.C. §1825(d); and 

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

Guarantor of an Issuance/Guaranty Fee agreed upon by the Purchase Money Notes 

Guarantor and the Debtor, the sufficiency ofwhich is hereby acknowledged, the Purchase 

Money Notes Guarantor and Initial Holder hereby agree as follows: 

Section 1. Guaranty. For so long as the Initial Holder is the Federal 

Deposit Insurance Corporation, upon receipt of a notice, issued from time to time by the 

Initial Holder, to the Purchase Money Notes Guarantor, which notice is accepted and 

consented to by the Purchase Money Note Guarantor substantially in the form attached 

hereto as Exhibit A (such notice, the "Guaranty Notice"), the Purchase Money Notes 

Guarantor hereby absolutely, irrevocably, completely, unconditionally and immediately 

guarantees all of the following with respect to the Purchase Money Notes (collectively, 

the "Guaranteed Obligations"), the due and punctual payment of the outstanding 

principal of all classes of Purchase Money Notes, in an aggregate amount of 

$42,599,083.00, on the date when such principal shall become due and payable in 

accordance with the terms of each respective class of Purchase Money Notes and the 

Custodial and Paying Agency Agreement (whether at stated maturity, by acceleration, 

upon call or otherwise), which $42,599,083.00 shall constitute the principal amount of 

the Guaranteed Obligations. 

The date of the maturity of the Purchase Money Notes Guarantor's obligations pursuant 

to this Guaranty Agreement shall be: (a) December 14, 2013, with respect to the Class A1 Purchase Money Note if the Guaranty is exercised as to such Class A-1 Purchase 

Money Note, 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), and (b) 

December 14, 2014 with respect to the Class A-2 Purchase Money Note if the Guaranty 

is so exercised as to such Class A-2 Purchase Money Note, which date shall be the date 

on which the Purchase Money Notes Guarantor's obligation to pay the Guaranteed 

Obligation 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 

pursuantto 12 U.S.C. §1825(d). 

One or more Guaranty Notices may be issued by the Initial Member prior to the maturity 

date of the Purchase Money Note for which the Guaranty Notice is given and such 

Guaranty Notice may apply to all or a single class of Purchase Money Notes, and all or a 

portion ofthe principal amount of such Purchase Money Notes. 

The Initial Holder shall provide each of the Custodial and Paying Agent and the 

Collateral Agent with a copy of any Guaranty Notices (as accepted and consent to by the 

Purchase Money Note Guarantor) which meet the conditions set forth in this Section. 

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West CRE-Venture 2010-2 

Purchase Money Notes Guaranty Agreement 

EXECUTION VERSION 
Section 2. Guaranty Absolute. The Purchase Money Notes Guarantor 

guarantees that the Guaranteed Obligations will be paid strictly in accordance with the 

terms of the Purchase Money Note so guaranteed under the Guaranty Agreement 

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 Noteholders with respect thereto. The 

liability ofthe Purchase Money Notes Guarantor under this Guaranty 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 any Purchase 

Money Note as guaranteed under this Guaranty Agreement; 

(b) any furnishing to the N oteholders 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 Guaranty 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 any Purchase Money Note so guaranteed under this 

Guaranty Agreement or in the exercise thereof. 

Section 3. Action with Respect to Guaranteed Obligations. Unless 

otherwise consented to in writing by the Purchase Money Notes Guarantor, the 

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 of the Guaranteed Obligations or 

modifying the amount of any of the Guaranteed Obligations; (b) amend, modify, alter or 

supplement any Purchase Money Note guaranteed under this Guaranty Agreement; (c) 

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

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

Debtor or any other Person; provided, however, that any such action taken by the 

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 Initial 

Holder: 

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West CRE-Venture 2010-2 

Purchase Money Notes Guaranty Agreement 

EXECUTION VERSION 
(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 

Guaranty Agreement and to perform its obligations hereunder in accordance with its 

terms. This Guaranty Agreement has been duly executed and delivered by a duly 

authorized officer of the Purchase Money Notes Guarantor and this Guaranty 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 Guaranty 

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 Purchase Money Notes Guarantor, threatened against the 

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

the Purchase Money Notes Guarantor to perform its obligations under this Guaranty 

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 of the 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 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 5 is continuing in nature and applies to all Guaranteed 

Obligations, whether existing now or in the future. 

Section 6. Reinstatement of Guaranteed Obligations. This Guaranty 

Agreement shall in all respects be a continuing and irrevocable guaranty of payment and 

(a) shall remain in full force and effect until the indefeasible payment in full and in cash 

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

Guarantor, its successors and assigns and (c) inure to the benefit of, and be binding upon 

and enforceable by, the Noteholder and its respective successors, pledgees, transferees 

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West CRE-Venture 2010-2 

Purchase Money Notes Guaranty Agreement 

EXECUTION VERSION 
and assigns. If claim is ever made on any Noteholder for repayment or recovery of any 

amount or amounts received in payment or on account of any of the Guaranteed 

Obligations, and such 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 Guaranty Agreement, 

any Purchase Money Notes so guaranteed under this Guaranty Agreement, or any other 

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

Guarantor shall be and remain liable to such Noteholder for the amounts so repaid or 

recovered to the same extent as if such amount had never originally been paid to such 

Noteholder and the Purchase Money Notes Guarantor's obligations and liabilities to such 

Noteholder under this Guaranty Agreement shall be reinstated to such extent and this 

Guaranty Agreement and any collateral for this Guaranty 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 Guaranty 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, will 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 Noteholder receive payment from the Purchase Money Notes Guarantor 

under this Guaranty Agreement. Upon the request of the Purchase Money Notes 

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

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

Remedies. Ifthere shall occur an "Event of Default" under the Reimbursement, Security 

and Guaranty Agreement, the Purchase Money Notes Guarantor shall have the right to 

control any and all remedies available to the Noteholder under any Purchase Money Note 

guaranteed under this Guaranty Agreement, and the Noteholder hereby agree to take any 

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

under this Guaranty Agreement as the Purchase Money Notes Guarantor shall direct. 

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

assumes all responsibility for being and keeping itself informed of the financial condition 

of the Debtor, and of all other circumstances bearing upon the risk of nonpayment of any 

of the Guaranteed Obligations and the nature, scope and extent of the risks that the 

Purchase Money Notes Guarantor assumes and incurs hereunder, and (b) agrees that the 

Noteholder shall not have any duty whatsoever to advise the Purchase Money Notes 

Guarantor of information regarding such circumstances or risks. 

Section 10. Governing Law. THIS GUARANTY AGREEMENT 

SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH 

5 

West CRE-Venture 2010-2 

Purchase Money Notes Guaranty Agreement 

EXECUTION VERSION 
FEDERAL LAW, BUT IF FEDERAL LAW DOES NOT PROVIDE A RULE OF 

DECISION, IT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE 

WITH THE LAW OF THE STATE OF NEW YORK, EXCLUDING ANY CONFLICT 

OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR 

THE CONSTRUCTION OF THIS GUARANTY AGREEMENT TO THE LAW OF 

ANOTHER JURISDICTION. NOTHING IN THIS AGREEMENT SHALL REQUIRE 

ANY UNLAWFUL ACTION OR INACTION BY ANY PARTY TO THIS 

GUARANTY AGREEMENT. 

Section 11. Records and Accounts. The Noteholders 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 Noteholders to maintain such books and accounts 

shall not in any way relieve or discharge the Purchase Money Notes Guarantor of any of 

its obligations hereunder. 

Section 12. Waiver of Remedies. No failure on the part of the 

Noteholders to exercise, and no delay in exercising, any right hereunder or under any 

Purchase Money Note guaranteed under this Guaranty Agreement 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 Noteholders provided herein and in each class of Purchase Money Notes 

guaranteed under this Guaranty Agreement are cumulative and are in addition to, and not 

exclusive of, any other rights or remedies provided by Law. The rights of the 

Noteholders under this Guaranty Agreement and each class of Purchase Money Notes 

guaranteed under this Guaranty Agreement against any other parties thereto are not 

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

respective rights under any other document against such party or against any other 

Person. 

Section 13. Termination. This Guaranty Agreement shall remain in full 

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

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

Guaranteed Obligations and the termination or cancellation of each Purchase Money 

Note guaranteed under this Guaranty Agreement in accordance with its terms. 

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

Noteholders and to the Purchase Money Notes Guarantor shall be deemed to include their 

respective successors and assigns, in whose favor the provisions of this Guaranty 

Agreement also shall inure and upon whom this Guaranty Agreement also shall be 

binding; provided, however, that, for each class of Purchase Money Notes, the Purchase 

Money Notes Gparantor may not assign or transfer its obligations hereunder to any 

Person without the prior written consent of the Noteholders of one hundred percent 

(100%) of the outstanding principal balance of such class of Purchase Money Notes 

6 

West CRE-Venture 2010-2 

Purchase Money Notes Guaranty Agreement 

EXECUTION VERSION 
guaranteed under this Guaranty Agreement and any such assignment or other transfer to 

which such Noteholders have not so consented shall be null and void ab initio. 

Section 15. Amendments. For each class of Purchase Money Notes 

guaranteed under this Guaranty Agreement, no amendment of any provision of this 

Guaranty Agreement shall be effective unless it is in writing and signed by the Purchase 

Money Notes Guarantor and the Noteholders holding more than fifty percent (50%) of 

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

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

obligations of any Noteholder, or (b) release the Purchase Money Notes Guarantor from 

all or any part of its obligation to make each and every payment under this Guaranty 

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

Noteholder, and in each case, such consent, amendment, waiver or other modification 

shall be effective only in the specific instance and for the specific purpose for which 

given. 

Section 16. [Reserved.] 

Section 17. Payments. 

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

Notes Guarantor pursuant to this Guaranty Agreement in respect of the Guaranteed 

Obligations shall be made in legal currency of the United States of America, in 

immediately available funds by 12:00 p.m. New York time on the date that is one (1) 

Business Day prior to the applicable Distribution Date or Maturity Date; provided that 

the Purchase Money Notes Guarantor has received written demand therefor by the 

applicable Noteholder or by the Paying Agent on such Noteholder's behalf, in each case 

in substantially the form attached hereto as Exhibit B, no later than 5:00p.m. New York 

time on the date that is four (4) Business Days prior to such Distribution Date or Maturity 

Date. The deposit of any such payments by the Purchase Money Notes Guarantor into the 

Defeasance Account, pursuant to the Custodial and Paying Agency Agreement for further 

distribution by the Paying Agent to the Noteholders shall constitute payment in 

satisfaction of this Section with respect to the Guaranteed Obligations. 

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

to the extent the full principal amount of any Purchase Money Note guaranteed under the 

Guaranty Agreement 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 Noteholder, which may be any Business Day without 

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

interest payment shall be made in legal currency of the United States of America to the 

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

interest shall accrue from and including the Distribution Date or Maturity Date on which 

the principal became due and payable to, but not including, the date on which such 

principal is actually paid to the Noteholder. For avoidance of doubt, the agreement to pay 

7 

West CRE-Venture 2010-2 

Purchase Money Notes Guaranty Agreement 

EXECUTION VERSION 
interest as described in this Section 17(b), in no way relieves the Purchase Money Notes 

Guarantor of its obligations to make full and timely payment of amounts due with respect 

to the Guaranteed Obligations as provided in the first sentence of Section 1 and in the 

first sentence of Section 17(a), nor does it relieve any party from any liability for breach 

by such party of any obligation that results in the failure of any payment of principal on 

any Purchase Money Note guaranteed under this Guaranty Agreement 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 Guaranty 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. 

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

Assistant Director, Structured Transactions 

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 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 


Address for notices or communications to the Initial Holder: 

Assistant Director, Structured Transactions 

Federal Deposit Insurance Corporation 

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West CRE-Venture 2010-2 

Purchase Money Notes Guaranty Agreement 

EXECUTION VERSION 
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 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 


Address for notices or communications to the Noteholders to be provided upon transfer 

of any Purchase Money Note. 

Section 19. Severability. Any provision of this Guaranty 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 unenforceability in such 

jurisdiction shall not invalidate or render unenforceable such provision in any other 

jurisdiction; and (c) without limitation of clauses (a) or (b), such ineffectiveness shall not 

invalidate any of the remaining provisions of this Guaranty Agreement. Without 

limitation of the preceding sentence, it is the intent of the parties to this Guaranty 

Agreement that in the event that in any court proceeding, such court determines that any 

provision of this Guaranty Agreement is prohibited or unenforceable in any jurisdiction 

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

other reason) such court shall have the power to, and shall, (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 of any party to this Guaranty Agreement to appeal any court 

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West CRE-Venture 2010-2 

Purchase Money Notes Guaranty Agreement 

EXECUTION VERSION 
ruling or the effect of any favorable ruling on appeal or (y) the intended effect of 

Section 10. 

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

Guaranty 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 Guaranty 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 Guaranty Agreement unless 

otherwise specified. 

Section 21. Limitation of Liability. Neither the Noteholders nor any of 

their respective Affiliates, officers, directors, employees, attorneys, or agents, shall have 

any liability with respect to, and the Purchase Money Notes Guarantor hereby waives, 

releases, and agrees not to sue any of them upon, any claim for any special, indirect, 

incidental, or consequential damages suffered or incurred by the Purchase Money Notes 

Guarantor in connection with, arising out of, or in any way related to, this Guaranty 

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 their 

respective Affiliates, officers, directors, employees, attorneys, or agents for punitive 

damages in respect of any claim in connection with, arising out of, or in any way related 

to, this Guaranty Agreement or any ofthe transactions contemplated hereby. 

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

NOTES GUARANTOR AND EACH NOTEHOLDER HEREBY IRREVOCABLY 

AND UNCONDITIONALLY W AlVES ANY RIGHT IT MAY HAVE TO A TRIAL 

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

GUARANTY AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL 

BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

Section 23. Jurisdiction; Venue and Service. 

(a) Each Noteholder (if such Noteholder is not the FDIC; any 

Noteholder that is not the FDIC, a "Non-FDIC Holder"), on behalf of itself and its 

Affiliates, hereby irrevocably and unconditionally: 

(i) consents to the jurisdiction of the United States District Court 

for the Southern District of New York and to the jurisdiction of the United States 

District Court for the District of Columbia for any suit, action or proceeding 

against it or any of its Affiliates commenced by the Purchase Money Notes 

Guarantor or any other Holder (if such other Holder is the FDIC; the Holder that 

is the FDIC, the "FDIC Holder") arising out of, relating to, or in connection with 

this Guaranty Agreement or any Transaction Document, and waives any right to: 

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

any court or dispute-resolution forum other than the 

court in which the Purchase Money Notes Guarantor or 

the FDIC Holder files the suit, action or proceeding 

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West CRE-Venture 2010-2 

Purchase Money Notes Guaranty Agreement 

EXECUTION VERSION 
without the consent of the Purchase Money Notes 

Guarantor or the FDIC Holder, as applicable; 

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

District Court for the Southern District ofNew York or 

the United States District Court for the District of 

Columbia; or 

(C) 	 assert that the United States District Court for the 

Southern District of New York or the United States 

District Court for the District of Columbia is an 

inconvenient forum. 

(ii) consents to the jurisdiction of the Supreme Court of the State 

of New York for any suit, action or proceeding against it or any of its Affiliates 

commenced by the Purchase Money Notes Guarantor or the FDIC Holder arising 

out of, relating to, or in connection with this Guaranty Agreement or any 

Transaction Document (other than the LLC Operating Agreement), and waives 

any right to: 

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

any other court or dispute-resolution forum without the 

consent of the Purchase Money Notes Guarantor or the 

FDIC Holder, as applicable; 

(B) 	 assert that venue is improper in the Supreme Court of 

the State ofNew York; or 

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

is an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by any NonFDIC Holder, or its Affiliates against the Purchase Money Notes Guarantor or the 

FDIC Holder arising out of, relating to, or in connection with this Guaranty 

Agreement or any Transaction Document in only either the United States District 

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

for the District of Columbia, and waives any right to remove or transfer such suit, 

action or proceeding to any other court or dispute-resolution forum without the 

consent of the Purchase Money Notes Guarantor or the FDIC Holder, as 

applicable, and agrees to consent thereafter to transfer of the suit, action or 

proceeding to either the United States District Court for the Southern District of 

New York or the United States District Court for the District of Columbia at the 

option of the Purchase Money Notes Guarantor or the FDIC Holder, as 

applicable; and 

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

District of New York and the United States District Court for the District of 

11 

West CRE-Venture 2010-2 

Purchase Money Notes Guaranty Agreement 

EXECUTION VERSION 
Columbia both lack jurisdiction to hear a suit, action or proceeding falling within 

Section 23(a)(iii), to bring that suit, action or proceeding in only the Supreme 

Court of the State of New York, and waives any right to remove or transfer such 

suit, action or proceeding to any other court or dispute-resolution forum without 

the consent of the Purchase Money Notes Guarantor or the FDIC Holder, as 

applicable. 

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

hereby irrevocably and unconditionally agrees that any final judgment entered against it 

in any suit, action or proceeding falling within Section 23(a) may be enforced in any 

court of competent jurisdiction. 

(c) Subject to the provisions of Section 23(d), each 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 Section 18 (with copies to such other Persons as 

specified therein); provided, however, that nothing contained in this Section 23(c) shall 

affect the right of any party to serve process in any other manner permitted by Law. 

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

jurisdiction in any court by the FDIC, other than as expressly provided in Section 

23(a)(iii) and Section 23(a)Civ), 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 Guaranty 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 

Guaranty 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 

Guaranty 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.] 

12 


West CRE-Venture 2010-2 

Purchase Money Notes Guaranty Agreement 

EXECUTION VERSION 
IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, 

intending to legally bound, have caused this Guaranty Agreement to be duly executed. 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

as 

By: 

P. Stewart, Jr. 

Attorney-in-Fact 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

as Receiver for various failed financial institutions listed on 

By: 

Schedule I 

13 


West CRE-Venture 2010-2 

Purchase Money Notes Guaranty Agreement 

EXECUTION VERSION 
Schedule I 


List of Various Failed Financial Institutions 


Bank Name C!!Y State Fund Closin!! Date 

Irwin Union Bank & Trust Company Columbus IN 10120 9/18/2009 

Irwin Union Bank F.S.B. Columbus IN 10121 9118/2009 

Barnes Banking Company Kaysville UT 10171 1115/2010 

Bank of Leeton Leeton MO 10174 1/22/2010 

Florida Community Bank Immokalee FL 10181 1/29/2010 

Centennial Bank Ogden UT 10193 3/05/2010 

West CRE-Venture 2010-2 

Purchase Money Notes Guaranty Agreement 

13255020.1 
EXHIBIT A 

Form of Guaranty Notice 

'-----' 20_] 

Federal Deposit Insurance Corporation, 


as Initial Holder 


[ 	 1 

[ 	 1 

Attn: West CRE Venture 2010-2 

Re: 	 Purchase Money Notes Guaranty Agreement, dated as of the Closing Date, by and 

between Federal Deposit Insurance Corporation (in any capacity the "FDIC"), in 

its corporate capacity, as the guarantor ofthe Purchase Money Notes (the 

"Purchase Money Notes Guarantor") and the FDIC as the receiver with respect to 

each Failed Bank (the "Initial Holder") 

Ladies and Gentlemen: 

In accordance with Section 1 ofthe above-referenced Purchase Money Notes Guaranty 

Agreement, the Initial Holder hereby delivers this notice to the Purchase Money Notes Guarantor 

for its acceptance and consent as evidenced by execution of this notice. Upon such execution by 

the Purchase Money Note Guarantor, the Purchase Money Notes Guarantor is hereby obligated 

to absolutely, irrevocably, completely, unconditionally and immediately guaranty the due and 

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

demand, by acceleration or otherwise, the Guaranteed Obligations, effective as of December 14, 

2010, for the Purchase Money Note due [December 14, 2013] [December 14, 2014]. Upon the 

acceptance by the Purchase Money Guarantor of this notice, as evidenced by its execution below, 

this notice constitutes the Guaranty Notice. 

Capitalized terms used but not defined herein shall have the meaning ascribed to them in 

the above referenced Purchase Money Notes Guaranty Agreement. 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

as Receiver for the Various Failed Financial Institutions 

Listed on Schedule I attached hereto 

By: _____________________________________ 

Name: ._[______. 

Title: Attorney-in-Fact 

A-1 

West CRE-Venture 2010-2 

Purchase Money Notes Guaranty Agreement 

13255020.1 
Accepted to and Consented by: 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

in its corporate capacity as Purchase Money Notes Guarantor: 

By: _____________________________________ 

Name: [ 1 

Title: Attorney-in-Fact 

cc: Wells Fargo Bank, National Association 

A-2 

West CRE-Venture 2010-2 

Guaranty Agreement 

13255020.1 
EXHIBITB 

Form of Payment Request 

[See attached} 

B-1 


West CRE-Venture 2010-2 


Purchase Money Notes Guaranty Agreement 


13255020.1 
WEST CRE VENTURE 2010-2, LLC 


PAYMENTREQUEST-NOTEGUARANTY 


The following request is made pursuant to 


the Purchase Money Notes Guaranty Agreement 


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


the Federal Deposit Insurance Corporation, as Receiver 


for various failed financial institutions listed on Schedule I thereto, 


dated as of December 14,2010 


Request Date: 

Date Funds Required: 

Reason for Request (

1

) 

Payment Required: 

Class A-1 

Class A-2 

Total Payment Required A 

Funds A vail able for Payment B 

Shortfall - Amount Due from FDIC on Guaranty 

(

1

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

A-B 

Certification of Custodian and Paying Agent 

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

and complete. 

Name: 

Title: 

Date 

Wire Instructions 

B-2 


West CRE-Venture 2010-2 

Guaranty Agreement 

13255020.1