RULE 144A CERTIFICATED NOTE 


SFR VENTURE 2011-1, L C 


1.25% CLASS A PURCHASE MO~EY NOTE 


(RVLE 144A CERTIFICATED) 


Maturity Date: August 31, 2021 


$ 69,249,873 

ISIN No.: 

CUSIP No.: 

Certificate No.: A-1 

fssuance Date: September 1, 201 1 

THTS PURCHASE MONEY NOTE HAS NOT BEEN AND WILL NOT BE 

REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE 

"SECURITIES ACT"), ANY STATE SECURITIES LAWS IN THE UNITED STATES OR 

THE SECURITIES LAWS OF ANY OTHER ruRISDICTION, AND THE ISSUER HAS NOT 

BEEN REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS 

AMENDED (THE "INVESTMENT COMPANY ACT"). THE HOLDER HEREOV, BY ITS 

ACCEPTANCE OF THIS PURCHASE MONEY NOTE PRESENTS THAT I~ HAS 

OBTAINED THIS PURCHASE MONEY NOTE IN A SACTION IN COMPL:ANCE 

WITH THE SECURITIES ACT, THE INVESTMEN 1PANY ACT, AND ALL OTHER 

APPLICABLE LAWS OF THE UNITED AT~~ YOTHER JURISDICT:ON A D 

THE RESTRICTIONS ON SALE AND TRANSFm~ T FORTH TN THE CUSTOD:AL AND 

PAYING AGENCY AGREEMENT. THE H R HEREOF, BY ITS ACCEPTAl\;CE OF 

THIS PURCHASE MONEY NOTE, F REPRESENTS, ACKNOWLEDGES AND 

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

TRANSFER THIS PURCHASE MONE -TOTE (OR Al\'Y INTEREST HEREIN) EXCEPT 

IN COMPLIANCE WITH THE SECURITIES ACT, THE INVESTMENT COMPANY ACT 

AND ALL OTHER APPLICABLE LAWS OF ANY JURISDICTION AND IN 

ACCORDANCE WITH THE CERTIFICATIONS Al'\D OTHER REQUIREMENTS 

SPECIFIED IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT REFERRED TO 

HEREIN (A) TO A TRANSFEREE THAT IS A PERSON WHOM THE H LDER 

REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS SUCH 

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

ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A ·'QUALIFIED INSTITUTIONAL 

BUYER" IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT R (B) TO 

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

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

MONEY NOTE IN AN OFFSHORE TRANSACTION (AS SUCH TERM IS DEF]\'ED IN 

REGULATION S OF THE SECURITIES ACT) IN COMPLIANCE WITH RULE 903 OR 

RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND, IN THE CASE OF 

BOTH CLAUSES CA) AND {ill, TO A TRANSFEREE (1) THAT IS A "QUALIFIED 

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

COMPANY ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCO :NT OF 

SFR Ventul'e 20 11-1 Structured T r ansaction 

Rule 144A Certificated Note 
A QUALIFIED P RCHASER, AND (2) THAT (i) WAS NOT FORMED FOR THE PCRPOSE 

OF INVESTING I THE ISSUER (EXCEPT WHE EACH BENEFICIAL OWNER OF THE 

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

CONSENT FROM ITS BENEFICIAL OWNERS IF THE PURCHASER IS A PRIVATE 

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

$25,000,000 TN SECURITIES OF UNAFFILIATED ISSCERS, (iv) IS NOT A El\ SION, 

PROFIT SHARING OR OTHER RETIREMENT TRUST FC D OR PLA IN WH~C THE 

PARTNERS, BE EFICIARIES OR PARTICIPANTS, AS APPLICAB E, MAY DESI 1\l"ATE 

THE PARTIC LAR INVESTMB\ TS TO BE MADE, AND IN A TRA SACTION THAT 

MAY BE EFFECTED WITHOUT LOSS OF ANY APPLJCP_BLE INVESTMENT CON:PANY 

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

OF THE TRANSFER RESTRICTIOl\ S PROVIDED IN THTS LEGEND, (vi) WILL HOLD 

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

$250,000 FOR IT OR FOR EACH ACCOUNT FOR WHIC IT IS ACTING, (v:i) WILL 

PROVIDE THE ISSUER AND PAYING AGENT M TIME TO TIME SUCH 

INFORMATION AS THEY MAY REASONABLY 'CJ T IN ORDER TO ASCERTAIN 

COMPLIANCE WITH THIS LE E~D AND (viii -} ERSTANDS THAT THE ISSUER 

MAY RECEIVE A LIST OF PARTICIPAN ~ G POSITIONS ITS SECURITIES 

FROM ~,m OR MORE BOOK-ENTRY ~ ITORIES. EACH PURCHASER OR 

TRANSFEREE OF THIS PURC ASE MON~ OTE WI .L BE REQUIRED TO EXECUTE 

AND DELIVER TO THE PAYIN . -' NT AND THE ISSUER A CER':':FICATE 

INCLUDING CERTAIN REPRESEN S AND AGREEMENTS AS SET FORTH IN 

THE APPLICABLE EXHIBIT TO H CUSTODIAL AND PAYING AGENCY 

AGREEME~-TT. 

THIS PURCHASE MONEY NOTE IS NOT TRA.NSFERABLE EXCEPT IN 

ACCORDA)J"CE WITH THE RESTRICTIONS DESCRIBED HEREIN AND I THE 

CUSTODIAL AND PAYING AGEl JCY AGREEMENT. A''JY SALE OR TRANSPER 

VIOLATION OF THE FOREGOr'l"G WILL BE OF NO FORCE AND EFFECT, WILL BE 

VOID AB ITIO AND WILL NOT OPERATE TO TRANSFER A Y RIGHTS TO THE 

TRANSFEREE, NOTWITHSTANDING ANY INSTRUCT ONS TO THE CONTRARY TO 

THE ISSUER, THE PAYING AGE1'\T OR ANY INTERMEDIARY. EACH TRAKSfEROR 

OF THIS PURCHASE MONEY E AGREES T PROVIDE OTICE OF THE 

TRANSFER RESTRICTIONS SET FORTH HEREll-J ~~ D IN THE CUSTODIAL AND 

PAYING AGENCY AGREEMENT TO THE TRANSFEREE. IN ADDITION TO THE 

FOREGOIT\G, THE ISSUER HAS THE RIGHT, DER ~HE CUSTODIAL AND PAY G 

AGENCY AGREEMENT, TO COMPEL ANY OWNER OF A BENEFICIAL INTEREST I 

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

TERM IS D FINED IN THE CGSTODIAL A D PAYING AGENCY AGREEMENT) TO 

SELL ITS INTEREST IN THE PURCHASE MONEY NOTES, OR MAY SELL SUCH 

INTEREST ON BEHALF OF SUCH OWNER. 

PRIOR TO PURCHASING ANY PURCHASE :\-10NEY NOTE, PURCEASERS 

SHOULD CONSULT COUNSEL WITH RESPECT TO THE AVAILABILITY AND 

CONDITIO"\fS OF EXEMPTIONS FROM THE RESTRICTIONS ON RESALE OR 

SFR Venture 2011 -1 Structured Transaction 2 

Rule 144A Ce l i ~lca ed Note 
TRANSFER. THE ISSUER HAS NOT AGREED TO REGIS ER THE PURCHASE MONEY 

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

UNDER THE SECURITIES LAWS OF ANY STATE OR TO PROVIDE REGISTRATION 

RIGHTS TO ANY HOLDER. 

PRINCIPAL OF THIS PURCHASE MONEY NOTE IS PAYABLE AS SET FORTH 

HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS PURCHASE 

MONEY NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE 

FACE HEREOF. ANY PERSON ACQUIRING THIS PURCHASE MONEY NO~E MAY 

ASCERTAD\' ITS CURRENT PRNCIPAL AMOUNT BY TNQUIRY OF THE PAYING 

AGENT. 

EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY NOTE OR 

ANY INTEREST THEREIN WHO IS A PLAN TRUSTEE OR IS ACTING ON BEHALF OF 

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

ACT OF 1974, AS AMENDED ("ERISA"), OR TO SECTION 4975 OF THE IN ERNAL 

REVENUE CODE OF 1986, AS AMENDED (THE "IN'f RNAL REVENUE CODE''), OR A 

PLAN SCBJECT TO ANY NON-U.S., OR ANY U.S. . ~RAL, STATE OR LOCAL, LAW 

SUBSTANTIALLY SIMILAR TO SECTION 406 RISA OR SECTION 4975 OF THE 

INTERNAL REVENUE CODE ("SIMILA ), OR USING PLAN ASSETS TO 

EFFECT SUCH TRANSFER SHALL BE IRED TO REPRESENT THAT THE 

ACQUISITION AND HOLDING OF T RCHASE MONEY NOTE (OR ANY 

INTEREST HEREIN) WILL NOT GI SE TO A NON-EXEMPT PROH:BITED 

TRANSACTION UNDER SECTION ~ ERISA OR SECTION 4975 OFT E INTERNAL 

REVENUE CODE OR A VIOLA TIO~ ILAR LAW. 

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

REVENUE CODE, THIS PURCHASE MONEY NOTE IS BEING ISSUED WITH OR:GINAL 

ISSUE DISCOUNT. YOU MAY CONTACT THE ISSUER AT MOUNTAINVIEW PUBLIC 

PRIVATE NVESTMENT I, LLC, 999 18TH STREET, SCITE 1001, DENVER, CO 80202, 

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

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

NOTE. 

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

AGENT \VITH THE APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS 

(GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR 

APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A "UNITED STATES 

PERSON" WITHIN THE MEANll\G OF SECTION 7701(A)(30) OF THE INTERNAL 

REVENUE CODE OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W-8 

(OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSO THAT :s NOT A 

"UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(A)(3 ) OF THE 

INTERNAL REVENUE CODE) MAY RESULT IN THE !MPOSITION OF U.S. FEDERAL 

BACK-UP WITHHOLDING UP01\ PAYMENTS TO THE HOLDER IN RESPECT OF THIS 

PURCHASE MONEY NOTE. 

SFR Venture 2011-1 Structu ..cd Transaction 3 

Rule 144A Ccrti.licated Note 
EXCEPT AS OTHERWISE INDICATED IN THE CUSTODIAL AND PAYING 

AGE CY AGREEMENT, INTERESTS IN THIS PURCHASE MONEY NOTE MUST BE 

HELD IN MINIMUM DENOMINATIONS OF $250,000 AND INTEGRAL MULTIP:_,Es OF 

$10,000 IN EXCESS THEREOF. 

SFR Ventur·e 2011 -l Structured T ransaction 4 

Rule 144A Certificated Note 
SFR VENTURE 20 11-1, LLC 


1.25% CLASS A PURCHASE MONEY NOTE 


(RULE 144A CERTIFICATED) 


Maturity Date: August 3 1, 202 ~ 

$ 69,249,873. 

ISIN No.: Certnficate No.: A -1 

CUSIP No.: Issuance Date: September 1, 2011 

FOR VALUE RECEIVED, SFR Vent re 2011-1, LLC, a Delaware limited liability 

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

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

successors and registered assigns, on Aug st 31, 2021 (the "Maturity Date"), or such earlier 

date as such amount shall become due and payable pursuant to the terms of this Purchase Money 

Note, the principal sum of $69,249,873.00 (Sixty Nine I\(illion Two Hundred Forty ine 

Thousand Eight Hundred Seventy Three and 00/100 United States Dollars) (the "O dginaH Face 

Amount") (or such lesser amount as shall be the actual outst1h}ling principal amount of this 

Purchase Money Note on such date) plus interest payme1_1t@ ' he rate set forth above on the 

outstanding principal amount of this Purchase Money ~ ® ~:v 

The Issuer will pay interest on this Purcha :..._~y Note at the fixed rate speci:fieci above 

on each Distribution Date on the principal s Purchase Money Note outstanding on 

the pr~ced n~ ~istr~but n Date, after ~1g t to all pay·ments of ri~ al made on the 

precedmg D1stn but10n Dates. Interest s l{>urchase Ivwney Note will accrue for each 

Distribution Date during the related Due fi d. Interest wir be calculated assuming a year 

consisting oftwelve 30-day months. 

Capitalized terms sed herein, to the extent the same are define in, or by re ere~ce in, 

that certain Agreement of Definitions - SFR 2011-1 Structured Transaction date a of 

September 1, 2011, among the Issuer, the Federal Deposit Insurance Cmvoration in it capacity 

as Receiver (as defined therein) and certain others (as the same may be amended fro n time to 

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

Note) (the ·'Agreement of Defnnntnmas''), and are not otherwise defined herein, shall have the 

meanings and definitions given, or refened to, in the Agreement of Definition . 

The payments of this Purchase Money Note are payable in such coin or cmTenc.:y of the 

United States of America as at the time of payment is legal t nder for payment of public and 

private debts. This Pmchase Money Note is subject to all terms of the Custodial and Paying 

Agency Agreement. 

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

of Purchase .\1oney Notes, the Class A Purchase Money Notes (which Class may be ·efened to 

SFR Venture 2011-1 Structured Transaction 5 

Rule 144A Certificated Note 
herein as the "Applicable Class"), in the aggregate principal face amount of $69,249,873.00. 

This Purchase Money Note is one of such Purchase Money Notes. 

This Purchase Money Note shall be subject to (.') mandatory prepayment in part on each 

Distribution Date (prior to or on the Guaranty Issuance Date) as set forth in the Custod:al and 

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

the acceleration of this Purchase Money Note following the occurrence of an Event of efault. 

Any amount repaid or prepaid pursuant to this Purchase Money Note may not be reborrowed. 

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

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

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

between the PMN Agent and the Required PMN Consenting Parties. Without limitatio!l of the 

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

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

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

Documents at the direction of the Required PMN Consenti g Parties, together with such other 

powers and discretion as are reasonably incidental thereto. 

Payments on this Purchase Money Note will be by the Paying Age t by wire 

transfer of immediately available funds to such account y be specified from time to time by 

the Holder, as of the relevant Record Date, to the Paf gent in writing or, at the option of the 

Holder hereof, by check to such address as the Hol ~ all have designated to the Paying Agent 

in writing, in each case without the presentation ender ofthis Purchase Money :ote or the 

making of any notation hereon. Notwithst o the foregoing, the final payment on this 

Purchase Money Note will be made onl resentation and surrender of this Purchase 

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

Minnesota. If any payment of principal of, or any other amount owed by the Issuer pursaant to, 

this Purchase Money Note becomes due and payable on a day other than a Business Day, the 

maturity thereof shall be extended to the next succeeding Business Day. 

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

afforded to the Holders under the Custodial and Paying Age cy Agreement, the Reimbursement, 

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

Guaranteed Purchase Money Note, the applicable Purchase Money Notes Guaranty, a I as more 

specifically set forth in such instruments. As provided in the Custodial and Paying Agency 

Agreement, deposits and withdrawals from the Accounts may e made by the Paying Agent from 

time to time for purposes other than distributions to the Holder. 

This Purchase Money Note is a registered note an may be transferred oa ly upon 

surrender to the Paying Agent (with concunent written notice to the Issuer of the requested 

transfer) of this Purchase Money ote for registration and ransfer, duly e dorsed by, or 

accompanied by a written instrume t 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 he 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 

SFR Ventur·e 2011-1 Structured Transaction 6

Rule 144A Certificated Note 
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 i.s registered shall be dee ed the 

owner and Holder thereof for all purposes hereof, and the Issuer shall not be affected y any 

notice or knowledge to the contrary. 

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

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

ownership of and the loss, theft, destruction or mutilation of this Purchase Money Note and (i) in 

the case of loss, theft or destruction, of indemnity reasonably satisfactory to it, or (ii) in the case 

of a request by a transferee that a new Purchase Money Note be issued or in the case of 

mutilation, upon surrender and cancellation of the Purchase Iv1oney Note, within two Business 

Days thereafter, the Issuer shall execute and deliver, in lieu thereof, a new Purchase Money Note 

of like terms. 

Purchase Money Notes, including those issued up n registration of transfe · of, or in 

exchange for, or in lieu of, other Purchase Money Notes, may only be issued in authorized 

denominations as specified in the Custodial and Paying Agen reement. 

The Paying Agent, the Servicer, each Subservicer... Issuer, the PMN Agent and any 

agent of any of the foregoing, may treat the Person in vy~~ .me this Purchase Money ote is 

registered as the owner and Holder hereof for all u~!, and none of the foregoing sha I be 

affected by notice to the contrary. CJ 

Upon the occurrence of an Event of t specified in Section 4.1(b)(i)(A) of the 

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

forthwith automatically become immediately dde and payable, both as to principal, any accrued 

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

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

Upon the occurrence of any other Event of Default as defined in the Reimbursement, 

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

Consenting Parties, in addition to any other available remedy, by notice in writing to the Issuer 

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

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

a notice, the unpaid principal amount of this Purchase Money Note, any accrued interest, and any 

other amounts owed by the Issuer hereunder, shall forthvv·ith 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. 

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

Section 8.4 of the Contribution Agreement, the Transferor fr m time to time may elect in its sole 

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

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

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

and unpaid interest therewith. The Issuer will be obligated to reimburse such Purchase :vioney 

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

(with interest). If there are any Guaranteed Purchase Money I\otes, (i) the reimbursemem rights 

SFR Venture 2011-1 Structured Tra nsaction 7 

Rule 144A Certificated Note 
of such Purchase Money Notes Guarantor will rank higher in priority of payment than the 

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

priority of payment than the Non-Guaranteed Purchase Mo ey Notes, all as set fmth in the 

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

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

Money Note, then, to the extent the applicable Purchase Money Notes Guarantor makes any 

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

Guaranty, such Purchase Money Notes Guarantor shall be subrogated to all of the rigi1ts 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 assigneci to such 

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

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

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

Guarantor, the Holder shall execute written assignments ofsuch claims. 

N delay, omission or waiver on the pmi of the Holcie1 or the PMN Agent in exercising 

any right pursuant to this Purchase Money Note shall operate as a waiver of such ri ght or any 

other right of the Holder or the PMl\r Agen , nor shall any <JN.y, omission or waiver on any one 

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

Except as otherwise set forth in this Purchase Money ~'tfte rights and remedies of each ofthe 

I Iolder and PMN Agent are cumulative and not ex ~'1¥of any rights or remedies the Holder or 

the PMN Agent would otherwise have. u' 

The Issuer's obligations pursua t s P rchase Money Note are absolute and 

unconditional and shall not be affected eire mstance whatsoever, and the Issuer hereby 

agrees to make, or cause the Paying Ag t make, all payments pursuant to this Purchase 

Money Note in full and when due, w ether in respect to princ1pal, accrued interest or any other 

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

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

diminution, recoupment or other right that the Issuer may have against the Holder hereof or any 

other Person, 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 reco pment, or 

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

All notices, requests, demands, and other communicz.tions required or permitted to be 

given or delivered under or by reason of the provisions of this Purchase Money Note shall be in 

writing and shall be mailed or delivered to the applicable address or electronic mail address of 

the pmiies specified below for such Person or to such other address or electronic mail address as 

shall be designated by such pmi y in a notice to the other parties. AI 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 servLce, when signed for (or refused) by or on behalf of the 

relevant patt y hereto; (B) if delivered by mail, four Business Days after deposit in the mails, 

postage prepaid; and (C) if delivered by electronic mail (which form of delivery is subjec to the 

provisions of this paragraph), when delivered. In no even shall a voice mail message be 

effective as a notice, communicatio or confirmation pursuant to this Purchase Money Note. 

SFR Venture 2011-1 Structured Transaction 8 

Rule 144A Certificated Note 
If to the Issuer, to: 

SFR Venture 2011-1 , LLC 


999 181

h Street, Suite 1001 


Denver, CO 80202 


Attention: Michael P. M 


E-mail Address: 


with a copy to: 

Mountain View Public Private Investment I, LLC 


999 18th Street, Suite 100 I 


Denver, CO 80202 


Attention: Susan E. Bow General Counsel 


E-mail Address 


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

U.S. Bank National Associ

rC: 

ation • ~ One Federal Street, 3 Floor ~ 

Boston, MA 021 1 0 CJ 


Attn: David Duclos ~ 

Reference: SFR Ventur Str ured Transaction 


with copies to: 

Assistant Director - Structured Transactions 


Federal Deposit Insurance Corporation 


550 17th Street, NW (Room F-7015) 


Washington, D.C. 20429-0002 


Attention: Ralph Malami 


E-mail Address: RMalami@fdic.gov 


with a copy to: 

Supervisory Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivers "p Section 

Special Issues Unit 

3501 Fairfax Drive (Room D-7102) 

Arlington, Virginia 22226 

Attention: Kathleen Russo 

E-mail Address: KRusso@fdic.gov 

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 r maining provisions 

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

SFR Ventur e 2011-1 Structured To·ansaction 9 

Rule 144A Certificated Note 
This Purchase Money Note shall bind the Issuer and the successors of the Issuer, and the 

term "Issuer" herein shall include the successors ofthe Issuer. 

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

from time to time by the written <'tgreement of the Issuer and the Required PMN Consenting 

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

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

Guaranty. 

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

agrees and dects, that, in accordance with Section 5-1401 ofthe General Obligations :.,aw of the 

State of New York, this Purchase Money Note is to be governed by and construed in accordance 

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

refer the governance or the construction of this Purchase Money Note to the law of another 

jurisdiction, and each of the Issuer and, by its acceptance hereof, the Holder unconditionally and 

irrevocably waive any claim to assert that the laws of any jurisdiction govern this P·1rchase 

Money Note. ~"'\-"'t' 

(a) Each of the Issuer and each. (if such Holder is not the FD::C, any 

Holder that is not the FDIC, a ".1'\on-FDIC H , on behalf of itself and its Affiliates, 

irrevocably and unconditionally: .'!' , 

. . (i) consents ~di~ti n of the Uni_ted States ~ct Court for 

the Southern D1stn ct of New York and ·n sdictwn of the Umted States D1stnct Court for 

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

commenced by any Holder (if such Holder is the FDIC, the Holder that is the FDIC, the "FDIC 

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

Transaction Document, and waives any right to: 

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

court or dispute-resolution forum other than the court in which the FDIC Holder files :he suit, 

action or proceeding without the consent of the FDIC Holder; 

(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 o Columbia; or 

(C) assert that the United State District Court for the Southern 

District of Kew York or the United States District Court for the District of Columbic. is an 

inconvenient forum. 

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

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

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

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

SJ<'R Venture 20 11 -l Structured Transaction 10 

Rule 144A Certificated Note 
(A) rem ve or transfer such sui , action or proceeding to any 

other court or dispute-resolution forum without the consent of he FDIC Holder; 

(B) asse1t that venue is improper in the Supreme Court of the 

State ofNew York; or 

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

an inconvenient forum. 

(iii) agrees to bring any suit, actio or proceeding by the Issuer, each 

Non-FDIC Holder, or its Affiliates against the FDIC Holder arising out of, relating to, or in 

connection with this Purchase Money Note or any Transaction Document in only 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 FDIC 

Holder, 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 Ne ?rk or the United States District 

Court for the District of Columbia at the option of the ~'<mier; and 

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

of New York and the United States District ~~ t e District of Columbia both lack 

jurisdiction to hear a suit, action or proceedin& i(!.!,iPg within paragraph (a)(iii) above, to bring 

that suit, action or proceeding in only the u ' t eCourt of the State of New York, and waives 

any ri~ht t? remo~e or transfer such 1 n or proceeding to any other court or d:sputeresolutwn forum Without the consent oft ' Holder. 

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

Affiliates, hereby inevocably and unconditionally agrees that any final judgment entered against 

it in any suit, action or proceeding fal ing within paragraph (a) above may be enforceC: in any 

comt of competent jurisdiction. 

(c) Subject to the provisions of paragraph (d) below, each of the Issuer and 

each Holder, on behalf of itself and its Affiliates, hereby inevocably and unconditional!y agrees 

that service of all writs, process and s mmonses in any suit, action or proceeding pursuant to 

paragraphs (a) or .(hl above may be effected by the mailing of copies thereof by registered or 

certified mail, postage prepaid, to it at its address for notices set forth in this Purchase Money 

Note (with copies to such other Persons as specified herein); provide , however, that nothing 

contained in this paragraph (c) shall affect the right of any party to serve process in any other 

manner permitted by Law. 

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

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

(iv) above, or in any way limit the FDIC's right to remove, transfer, seek to dismiss, or otherwise 

respond to any suit, action, or proceeding against it in any forum. 

EACH OF THE ISSUER AND, BY ITS ACCEPTAl\'CE HEREOF, THE HOLDER 

HEREBY IRREVOCABLY AND Ul\CONDITIONALL Y WAIVES ANY RIGHT T MAY 

SFR Venture 2411I-l Structured T ransaction 11 

Rule 144A Certificated Note 
HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR RELAT~G TO 

THIS PURCHASE MONEY NOTE Acl\lD AGREES THAT ANY SUCH DISPUTE SHALL BE 

TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

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

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

Paying Agency Agreement. 

This Certificated Note is subject to mandatory exchange under the limited circumstances 

set forth in the Custodial and Paying Agency Agreement. 

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

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

prior to maturity as set forth hereinabove. Accordingly, the actual outstanding unpaid principal 

of this Certificated Note at any time may be less than the Original Face Amount. If this 

Certificated Note is in the custody of the Paying Agent pursuant to the Custodial and Paying 

Agency Agreement, the Paying Agent shall, upon any payment in respect ofthe principal amount 

hereof, endorse this Purchase Money Note on Schedule eto to reflect such payment. 

Titl.e to Purchase Money Notes shall pas~~~istration in the Purchase Money Notes 

Register kept by the Purchase Money Notes ~~;' hich initially shall be the Paying Agent. 

No service charge shall be made fo · tration oftransfer, or exchange of this Purchase 

Money Note, but the Paying Agent re payment of a sum sufficient to cover any Tax or 

other governmental charge payable ction therewith. 

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

or in facsimile, as ofthe date first shovvn above. 

SFR Venture 20U-l , LLC 

By: Fcdcnll Dcposnt llnlSlJJ!Jrarrlce Corporation iHJt its 

capacity as Recef.vcr for tlble Fainedl Jllanl\:s, as 

Sole 

By: 

Name: 

Title: Seni 

SFR Venture 2011-1 Structured Transaction 12 

Rule 144A Certificated Note 
- - - ----

ASSIGNMENT FORM 

For value received _ _____ ________ _____ does hereby sell, ass~gn and 

transfer unto 

Please insert social security or 

other identifying number of assignee 

Please print or type name 

and address, including zip code, 

of assignee: 

the within Purchase Money Note and doc h reby irrevocably constitute and appoint 

_____ _ as an Attomey-in-fact to transfer this Purchase Money Note on the books of the 

Paying Agent with full power ofsubstitution in the premises. 

Date: 	 Your Signature: _ ___ _ _________ 

(Sign exactly as . o r name appears in this Pmchase 

Money Note) 

SFR Venture 2011-1 Structured T ransaction 13 

Rule 144A Certificated Note 
SCH ElDllUJLE A 

SCHEDULE OF PRINCIPAL PAYMENTS 

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

Money Note have been made: 

Date principal payment 

made 

Original Face 

!\mount of this 

Purchase Money 

Note 

Part of Original Face 

Amount of this Purchase 

Money Note paid 

Portion ofOriginal Face 

Amoun~ of this Purchase 

Money 1\lote remaining 

unprid fol lowi ng such 

payment 

Notation maC!t' by or on 

behalf of the Company 

..... ,..,.,{.,., -~v 

• .. AI\ "/}'" (' ; 

--~" .{.... Al1­ -~="" ~ 

SJiR V cnture 2() II -I Structured T ransaction 14 

Rule l44A Certificated Note