RULE 144A GLOBAL NOTE 

FDIC SFR 2010-3 

1.25% PURCHASE MONEY NOTE 


(GLOBAL 144A NOTE) 


Maturity Date: December 28, 2020 


Initial Principal Balance $105,551,000.00 Certificate No.: 1 

ISIN No.: Issuance Date: November 30,2010 

CUSIPNo: Initial Payment Date: January 

25,2011 


THIS PURCHASE MONEY NOTE HAS BEEN AND WILL NOT BE 

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

"SECURITIES ACT"), ANY STATE WS IN THE UNITED 

STATES OR THE SECURITIES LAWS OF ,AND THE 

ISSUER HAS NOT BEEN U.S. INVESTMENT 

COMPANY ACT OF 1940, AS "INVESTMENT COMPANY 

ACT"). 

THE NOTEHOLDER ANCE OF THIS PURCHASE 

MONEY NOTE, OBTAINED THIS PURCHASE 

MONEY NOTE IN A WITH THE SECURITIES 

ACT, THE INVESTMENT AND ALL OTHER APPLICABLE 

LAWS OF THE OTHER JURISDICTION, AND THE 

RESTRICTIONS ON SFER SET FORTH IN THE CUSTODIAL 

AND PAYING . THE NOTEHOLDER HEREOF, BY ITS 

ACCEPTANCE OF MONEY NOTE, FURTHER REPRESENTS, 

ACKNOWLEDGES S THAT IT WILL NOT REOFFER, RESELL, 

PLEDGE OR OTHER THIS PURCHASE MONEY NOTE (OR 

ANY 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 

CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT REFERRED TO HEREIN 

AND ONLY (A) TO A TRANSFEREE THAT IS A PERSON WHOM THE SELLER 

REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS 

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 OR 

(B) TO A TRANSFEREE (1) THAT IS NOT A U.S. PERSON (AS DEFINED IN 

REGULATION S OF THE SECURITIES ACT) AND IS ACQUIRING THIS 

FDIC SFR 2010-3 1 Globai/Un-certificated Purchase Money Note Rule l44A 

Pool Nos. 24020 and 24021 
PURCHASE MONEY NOTE IN AN OFFSHORE TRANSACTION (AS DEFINED IN 

REGULATIONS OF THE SECURITIES ACT) IN COMPLIANCE WITH RULE 903 

OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND (2) TO A 

TRANSFEREE THAT IS NOT A "U.S. RESIDENT' WITHIN THE MEANING OF 

THE INVESTMENT COMPANY ACT AND, IN THE CASE OF BOTH CLAUSES (A) 

AND (B) TO A TRANSFEREE (1) THAT IS ALSO A "QUALIFIED PURCHASER" 

WITHIN THE MEANING OF SECTION 3( c)(7) OF THE INVESTMENT COMPANY 

ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A 

QUALIFIED PURCHASER AND (2) THAT (i) WAS NOT FORMED FOR THE 

PURPOSE OF INVESTING IN THE ISSUER (EXCEPT WHEN EACH BENEFICIAL 

OWNER OF THE PURCHASER IS A QUALIFIED PURCHASER), (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 BROKER-DEALER THAT OWNS. AND INVESTS 

ON A DISCRETIONARY BASIS LESS THAN U 000,000 IN SECURITIES OF 

UNAFFILIATED ISSUERS, (iv) IS NOT A PROFIT SHARING OR 

OTHER RETIREMENT TRUST FUND OR WHICH THE PARTNERS, 

BENEFICIARIES OR PARTICIPANTS, AS MAY DESIGNATE THE 

PARTICULAR INVESTMENTS TO BE TRANSACTION THAT 

MAY BE EFFECTED WITHOUT INVESTMENT 

COMPANY ACT EXEMPTION, PROVIDE NOTICE TO ANY 

SUBSEQUENT TRANSFEREE OF SFER RESTRICTIONS PROVIDED 

IN THIS LEGEND, (vi) WILL TRANSFER PURCHASE MONEY 

NOTES IN AN AMOUNT OF U.S.$250,000 FOR IT OR FOR 

EACH ACCOUNT FOR (vii) WILL PROVIDE THE ISSUER 

AND PAYING AGENT SUCH INFORMATION AS THEY 

MAY REASONABLY TO ASCERTAIN COMPLIANCE 

WITH THIS LEGEND THAT THE COMPANY MAY 

RECEIVE A LIST G POSITIONS IN ITS SECURITIES 

FROM ONE OR DEPOSITORIES. EACH PURCHASER OR 

TRANSFEREE MONEY NOTE WILL BE DEEMED TO HAVE 

MADE THE AND AGREEMENTS SET FORTH IN THE 

CUSTODIAL AND PA AGREEMENT. 

THIS PURCHASE MONEY NOTE IS NOT TRANSFERABLE EXCEPT IN 

ACCORDANCE WITH THE RESTRICTIONS DESCRIBED HEREIN AND IN THE 

CUSTODIAL AND PAYING AGENCY AGREEMENT. ANY SALE OR TRANSFER 

IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, 

WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY 

RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO 

THE CONTRARY TO THE ISSUER, THE PAYING AGENT . OR ANY 

INTERMEDIARY. EACH TRANSFEROR OF THIS PURCHASE MONEY NOTE 

AGREES TO PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH 

HEREIN AND IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT TO 

THE TRANSFEREE. IN ADDITION TO THE FOREGOING, THE ISSUER HAS THE 

FDICSFR2010-3 2 

Giobal!Un-certificated Purchase Money Note Rule 144A 

Pool Nos. 24020 and 24021 
RIGHT, UNDER THE CUSTODIAL AND PAYING AGENCY AGREEMENT, TO 

COMPEL ANY OWNER OF A BENEFICIAL INTEREST IN THIS PURCHASE 

MONEY NOTE THAT IS A NON-PERMITTED NOTEHOLDER (AS DEFINED IN 

THE CUSTODIAL AND PAYING AGENCY AGREEMENT) TO SELL ITS 

INTEREST IN THIS PURCHASE MONEY NOTE OR TO SELL SUCH INTEREST 

ON BEHALF OF SUCH OWNER. 

PRIOR TO PURCHASING ANY PURCHASE MONEY NOTE, PURCHASERS 

SHOULD CONSULT COUNSEL WITH RESPECT TO THE AVAILABILITY AND 

CONDITIONS OF EXEMPTIONS FROM THE RESTRICTIONS ON RESALE OR 

TRANSFER. THE ISSUER HAS NOT AGREED TO REGISTER 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 NOTEHOLDER. 

PRINCIPAL OF THIS PURCHASE NOTE IS PAY ABLE AS SET 

FORTH HEREIN. ACCORDINGLY, THE PRINCIPAL OF THIS 

PURCHASE MONEY NOTE AT ANY THAN THE AMOUNT 

SHOWN ON THE FACE HEREOF. ANY THIS PURCHASE 

MONEY NOTE MAY ASCERTAIN AL AMOUNT BY 

INQUIRY OF THE PAYING AGENT. 

EACH PURCHASER OR OF THIS PURCHASE MONEY (OR 

ANY INTEREST HEREIN) TRUSTEE OR IS ACTING ON 

BEHALF OF A PLAN S THE EMPLOYEE RETIREMENT 

INCOME SECURITY ACT ("ERISA"), OR TO SECTION 

4975 OF THE INTERNAL (THE "INTERNAL REVENUE 

CODE"), OR A TO ANY FEDERAL, STATE OR 

LOCAL LAW SUB TO SECTION 406 OF ERISA OR 

SECTION 4975 OF REVENUE CODE ("SIMILAR LAW"), OR 

USING PLAN AS SUCH TRANSFER SHALL BE DEEMED TO 

HAVE REPRE ACQUISITION AND HOLDING OF THIS 

PURCHASE MONEY ANY INTEREST HEREIN) WILL NOT GNE RISE 

TO A NON-EXEMPT PROHffiiTED TRANSACTION UNDER SECTION 406 OF 

ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OR A 

VIOLATION OF ANY SIMILAR LAW. 

ANY TRANSFER, PLEDGE OR OTHER USE OF THIS PURCHASE MONEY 

NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL 

SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST 

HEREIN, UNLESS THIS PURCHASE MONEY NOTE IS PRESENTED BY AN 

AUTHORIZED REPRESENTATNE OF THE DEPOSITORY TRUST 

COMP ANY("DTC"), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT 

FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY 

PURCHASE MONEY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & 

CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED 

FDIC SFR 2010-3 3 

Global!Un-certificated Purchase Money Note Rule l44A 

Pool Nos. 24020 and 24021 
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE 

&CO.). 

THE FAILURE TO PROVIDE THE ISSUER, THE CUSTODIAN OR THE 

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

CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS 

A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 770l(A)(30) 

OF THE INTERNAL REVENUE CODE OR AN APPROPRIATE INTERNAL 

REVENUE SERVICE FORM W-8 (OR SUCCESSOR APPLICABLE FORM) IN THE 

CASE OF A PERSON THAT IS NOT A "UNITED STATES PERSON" WITHIN THE 

MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE) MAY 

RESULT IN THE IMPOSITION OF U.S. FEDERAL BACK-UP WITHHOLDING 

UPON PAYMENTS TO THE NOTEHOLDER IN RESPECT OF THIS PURCHASE 

MONEY NOTE. 

EXCEPT AS OTHERWISE INDICATED IN CUSTODIAL AND PAYING 

AGENCY AGREEMENT, INTERESTS IN NOTE MUST BE HELD 

IN MINIMUM DENOMINATIONS OF U.S. .L.J'-'~'"''-.LJ MULTIPLES 

OF U.S.$10,000 IN EXCESS THEREOF. 

FDIC SFR 2010-3 4 

Global!Un-certificated Purchase Money Note Rule 144A 

Pool Nos. 24020 and 24021 
1.25% PURCHASE MONEY NOTE 

(GLOBAL 144A NOTE) 

FOR VALUE RECEIVED, 2010-3 SFR Venture, LLC, a Delaware limited 

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

pay to the order of CEDE & CO., or its successors and registered assigns, the principal 

sum of$105,551,000.00 (ONE HUNDRED FIVE MILLION, FIVE HUNDRED FIFTYONE THOUSAND UNITED STATES DOLLARS) and interest payments at the rate set 

forth above on the outstanding principal amount of this Purchase Money Note shown on 

Schedule A hereto. 

All payments on this Purchase Money Note are payable in such coin or currency 

of the United States ofAmerica as at the time ofpayment is legal tender for payment of 

public and private debts. The entire outstanding · amount ofthis Purchase 

Money Note shall be due and payable on December 020 (the "Maturity Date") or 

such earlier date as such amount shall become due pursuant to the terms of 

this Purchase Money Note. 

All payments made by the Issuer to this Money Note shall 

be subject to the priority ofpayments 5:1 ofthe Custodial and Paying 

Agency Agreement (as hereinafter 'Urc~ha~;e Money Note is subject to all 

terms ofthe Custodial and Paying Unless otherwise defmed herein, 

capitalized terms used in this the meanings provided in, or by 

reference in, the Custodial and (as amended, supplemented or 

restated from time to time, the dated as of 

the Closing Date by and amcJng ederal Deposit Insurance Corporation (in 

any capacity, the """"'""'',as the guarantor ofthe Purchase 

Money Note, the Insurance Corporation, in its capacity as 

Receiver for the ,~ ....-~ ..~Agent pursuant to the Reimbursement and 

Security Agreement, , as Custodian and Paying Agent. 

The Issuer will pay on this Purchase Money Note at the fixed rate 

specified above on each Distribution Date on the principal amount ofthis Purchase 

Money Note outstanding on the preceding Distribution Date, after giving effect to all 

payments ofprincipal made on the preceding Distribution Dates. Interest on this 

Purchase Money Note will accrue for each Distribution Date during the related Due 

Period. Interest will be calculated assuming a year consisting of twelve 30-day months, 

except in the case of the first Distribution Date for this Purchase Money Note, for which 

the related Due Period will consist of 31 days. 

The Noteholder hereof, by acceptance of this Purchase Money Note, covenants 

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

of the Issuer pursuant to the Custodial and Paying Agency Agreement or any other 

FDIC SFR 20 l 0-3 5 Global/Un-certificated Purchase Money Note Rule l44A 

Pool Nos. 24020 and 24021 
Ancillary Document or under any certificate or other writing delivered in connection 

therewith, against the Paying Agent or the Servicer or any oftheir Affiliates. 

Payments on this Purchase Money Note will be made by the Paying Agent by 

wire transfer of immediately available funds to such account as may be specified from 

time to time by the Noteholder, as ofthe relevant Record Date, to the Paying Agent in 

writing or, at the option ofthe Noteholder hereof, by check to such address as the 

Noteholder shall have designated to the Paying Agent in writing, in each case without the 

presentation or surrender of this Purchase Money Note or the making of any notation 

hereon. Notwithstanding the foregoing, the fmal payment on this Purchase Money Note 

will be made only upon presentation and surrender of this Purchase Money Note at the 

office or agency maintained for that purpose by the Paying Agent in New York, New 

York. If any payment of principal, ofinterest or of any other amount owed by the Issuer 

pursuant to, this Purchase Money Note becomes due and payable on a day other than a 

Business Day, the maturity thereof shall be extended next succeeding Business 

Day. 

This Purchase Money Note is limited to certain collections 

and recoveries respecting the Mortgage set forth in the 

Custodial and Paying Agency Agreement. in and Paying 

Agency Agreement and the Servicing sits and withdrawals from the 

Accounts may be made by the Paying to time for purposes other than 

distributions to the N oteholder including reimbursement to the 

Initial Member, the Servicer or made, or certain expenses 

incurred, by it, and investment 

This Purchase Money note and may be transferred only upon 

surrender to the Paying written notice to the Issuer of the 

requested transfer) of Note for registration and transfer, du1y 

endorsed by, or instrument oftransfer duly executed by, the 

registered holder duly aut4orized in writing. Upon surrender of this 

Purchase Money Note together with the name, address and other . 

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

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

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

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

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

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

notice or knowledge to the contrary. 

Upon request by a transferee ofthis Purchase Money Note that a new Purchase 

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

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

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

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

FDIC SFR2010-3 6 

Globai!Un-certificated Purchase Money Note Rule 144A 

Pool Nos. 24020 and 24021 
Money Note be issued or in the case of mutilation, upon surrender and cancellation of the 

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

deliver, in lieu thereof, a new Purchase Money Note. 

The Paying Agent, the Servicer, the Issuer and any agent of any of the foregoing, 

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

and Noteholder hereof for all purposes, and none of the foregoing shall be affected by 

notice to the contrary. 

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

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

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

Purchase Money Note: 

(a) the occurrence of any "Event 

Reimbursement and Security Agreement; or 

(b) the occurrence of an with respect to the Issuer, 

other than due to a failure by the Issuer to respect to the Purchase 

Money Note. 

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

Noteholders holding more than fifty ofthe outstanding principal amount of 

the Purchase Money Notes may, the Purchase Money Notes 

Guarantor, and shall, at the · Money Notes Guarantor, in addition 

to any other available remedy, to the Issuer, the Purchase Money 

Notes Guarantor and the the Purchase Money Notes to be 

immediately due and other amounts owed by the Issuer 

hereunder, and on the unpaid principal amount of this Purchase 

Money Note and any by the Issuer pursuant to this Purchase Money 

Note, shall forthwith due and payable without the necessity of any 

presentment, demand, other notice of any kind, all ofwhich are hereby 

expressly waived by the an Event of Default specified in paragraph (b) above 

occurs, the Purchase Money Notes shall forthwith automatically become immediately due 

and payable, as to principal, any accrued interest and any other amounts owed by the 

Issuer hereunder, without any action on the part of the Noteholders and without the 

consent ofthe Purchase Money Notes Guarantor. 

No delay, omission or waiver on the part of the Noteholder in exercising any 

rights hereunder shall operate as a waiver ofsuch right or any other right of the 

Noteholder, nor shall any delay, omission or waiver on any one occasion be deemed a bar 

to or waiver of the same or any other right on any future occasion. Except as otherwise 

set forth herein, the rights and remedies ofthe Noteholder are cumulative and not 

exclusive of any rights or remedies the Noteholder would otherwise have. 

FDIC SFR2010-3 7 

Global/Un-certificated Purchase Money Note Rule 144A 

Pool Nos. 24020 and 24021 
The Issuer's obligations hereunder are absolute and unconditional and shall not be 

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

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

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

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

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

against the Noteholder hereof or any other Person, but subject in all respects to the 

priority ofpayments set forth in Section 5.1 ofthe Custodial and Paying Agency 

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

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

recoupment, or other right which it may have against the Noteholder hereof or any other 

Person. 

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

to be given or delivered under or by reason ofthe · ofthis Purchase Money 

Note shall be made in accordance with the Custodial aying Agency Agreement 

In case any one or·more ofthe be invalid, illegal or 

unenforceable in any respect, the validity, ofthe remaining 

provisions contained herein shall not in impaired thereby. 

This Purchase Money Note and the successors of the Issuer, 

and the term "Issuer'' herein shall inclu ofthe Issuer. 

The terms ofthis be amended from time to time only 

by the written agreement of •..,u._.~......~, subject in all instances to the 

terms ofthe Purchase Money 

This Purchase rights and the duties ofthe Issuer and the 

N oteholder hereunder section 5-1401 ofthe general obligations law of 

the State ofNew Y by and construed in accordance with the law of 

conflict of laws rule or principle that might refer 

the governance or the ofthis Purchase Money Note to the laws of another 

jurisdiction. Each ofthe Issuer and the Noteholder unconditionally and irrevocably 

waives any claim to assert that the laws of any other jurisdiction govern this Purchase 

Money Note. 

(a) Each of the Issuer and 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, irrevocably and unconditionally: 

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

the Southern District ofNew York and to the jurisdiction of the United States District 

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

its Affiliates commenced by any N oteholder (if such Noteholder is the FDIC; the 

Noteholder that is the FDIC, the "FDIC Holder") arising out of, relating to, or in 

FDIC SFR 2010-3 8 

Globai!Un-certificated Purchase Money Note Rule 144A 

Pool Nos. 24020 and 24021 
connection with this Purchase Money Note or any 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 FDIC Holder files the 

suit, action or proceeding without the consent ofthe FDIC Holder; 

(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 ofColumbia; or 

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

District ofNew York or the United States District Court for the District of Columbia is an 

inconvenient forum; 

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

New York for any suit, action or proceeding against 

by the FDIC Holder arising out of, relating to, with this Purchase Money 

Note or any Ancillary Document (other than Agreement), and waives 

any right to: 

(A) remove 

other court or dispute-resolution forum 

(B) 

State ofNew York; or 

(C) Court ofthe State ofNew York is 

an inconvenient forum. 

(iii) any suit, action or proceeding by the Issuer, each 

Non-FDIC Holder, or the FDIC Holder arising out of, relating to, or 

in connection with this Note or any Ancillary Document in only either 

the United States District the Southern District ofNew York or the United 

States District Court for the District ofColumbia, and waives any right to remove or 

transfer such suit, action or proceeding to any other court or dispute-resolution forum 

without the consent ofthe FDIC Holder, and agrees to consent thereafter to transfer ofthe 

suit, action or proceeding to either the United States District Court for the Southern 

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

the option of the FDIC Holder; and 

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

ofNew York and the United States District Court for the District of Columbia both lack 

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

bring that suit, action or proceeding in only the Supreme Court ofthe State ofNew York, 

FDIC SFR 2010-3 9 Globai!Un-certificated Purchase Money Note Rule 144A 

Pool Nos. 24020 and 24021 
and waives any right to remove or transfer such suit, action or proceeding to any other 

court or dispute-resolution forum without the consent ofthe FDIC Holder. 

(b) Each of the Issuer and 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 paragraph (a) . 

above may be enforced in any court of competent jurisdiction. 

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

and each Noteholder, on behalf of itself and its Affiliates, hereby irrevocably and 

unconditionally agrees that service of all writs, process and summonses in any suit, 

action or proceeding pursuant to ~taragraph (a) or paragraph (b) 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); however, that nothing 

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

any other manner permitted by Law. 

(d) Nothing in paragraphia), 

constitute consent to jurisdiction in any 

provided in paragraph (a)(iii) and 

FDIC's right to remove, transfer, 

action, or proceeding against it in an 

EACH OF THE IS ~.._,.._,.._,J..J~'- HEREBY 

IRREVOCABLY AND WANES ANY RIGHT IT MAY 

HAVE TO A TRIAL BY ARISING OUT OF OR 

RELATING TO THIS AND AGREES THAT ANY 

SUCH DISPUTE A JUDGE SITTING WITHOUT A 

JURY. 

u .....~F.'"'" for the corresponding Rule 144A 

Certificated Note or Note, in each case subject to the 

restrictions as set forth in the Custodial and Paying Agency Agreement. 

This Global Note is subject to mandatory exchange under the limited 

circumstances set forth in the Custodial and Paying Agency Agreement. 

Upon redemption, repayment, exchange ofor increase in any interest represented 

by this Global Note, this Global Note shall be endorsed on Schedule A hereto to reflect 

the reduction of or increase in the principal amount evidenced hereby. 

Title t.o the Purchase Money Note shall pass by registration in the Purchase 

Money Note Register kept by the Purchase Money Note Registrar, which initially shall be 

the Paying Agent. 

FDIC SFR 2010-3 10 Global/Un-~ficated Purchase Money Note Rule 144A 

Pool Nos. 24020 and 24021 
No service charge shall be made for oftransfer or exchange ofthis 

Purchase Money Note, but the Paying Agent may payment of a sum sufficient to 

cover any tax or other governmental charge :mnleCtl·cm therewith. 

[REMAINDER OF P Y LEFT BLANK] 

FDIC SFR 2010-3 11 

GlobaVUn-certificated Purchase Money Note Rule 144A 

Pool Nos. 24020 and 24021 
IN WITNESS WHEREOF. the Issuer has caused this instrument to be signed, manually 

or in facsimile, by the Initial Member as of the date first shown above. 

2010-3 SFR VENTURE, LLC 

By: Federal Deposit Insurance Corporation. in its capacity as 


Receiver, as Initial Member 


Name: 


Title: Attorney-in-Fact 


[Signature Page to Global Purchase Money Note Rule 144A (A-l)] 

FOre SFR 2010-3 

Globai/Un-ecrtificeted Pllrchase Money Note Rule 144A 
""'· 


SCHEDULE A 

SCHEDULE OF EXCHANGES OR REDEMPTIONS 

The following exchanges, redemptions, repayments ofor increase in the whole or a part 

ofthe Purchase Money Note represented by this Global Note have been made: 

Date exchange/ 

redemption/repayment/ 

increase made 

Original principal 

amount ofthis 

Global Note 

Part ofprincipal amount of 

this Global Note 

exchanged/redeemed/ 

repaidlincreased 

Remaining principal 

amount of this Global 

Note following such 

exchange/redemption! 

repayment/increase 

Notation made by 

or on behalfofthe 

Issuer 

r1 

~~~ 

~\'-";/ v ~ll\..JJ'V 

\VJ

- 1­

FDIC SFR 2010·3 13 

Globai/Un-certificated Purchase Money Note Rule 144A 

Pool Nos. 24020 and 24021