PURCHASE MONEY NOTES GUARANTY AGREEMENT 


BY AND BETWEEN 


FEDERAL DEPOSIT INSURANCE CORPORATION, IN ITS CORPORATE 


CAPACITY 


AND 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


AS RECEIVER FOR THE FAILED BANKS 


Dated as ofNovember 30, 2010 


FDIC SFR2010-3 

Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 

13218956.7 
TABLE OF CONTENTS 


Section 1. 

Section 2. 

Section 3. 

Section 4. 

Section 5. 

Section 6. 

Section 7. 

Section 8. 

Section9. 

Section 10. 

Section 11. 

Section 12. 

Section 13. 

Section 14. 

Section 15. 

Section 16. 

Section 17. 

Section 18. 

Section 19. 

Section 20. 

Section 21. 

Section 22. 

Section 23. 

Section 24. 

FDIC SFR 2010-3 


Guaranty ............................................................................................................. 1 


Guaranty Absolute ..................................................................................... : ......... 2 


Action with Respect to Guarantied Obligations ................................................... 3 


Representations· and Warranties ........................................................................... 3 


Waiver ................................................................................................................. 3 


Reinstatement of Guarantied Obligations ............................................................. 4 


Subrogation; AssiOOent of Claims..................................................................... 4 


Purchase Money Notes Guarantor's RiJilit to Control Remedies .......................... 4 


Information ......................................................................................................... 5 


Governing Law .................................................................................................... 5 


Records and Accounts ......................................................................................... 5 


Waiver of Remedies ............................................................................................ 5 


Termination......................................................................................................... 5 


Successors and Assigns .............................................................. : ........................ 5 


Amendments ....................................................................................................... 6 


[Reserved] ........................................................................................................... 6 


Payments ............................................................................................................. 6 


Notices ................................................................................................................ 7 


Severability ......................................................................................................... 8 


Headings ......................... ; ................................................................................... 8 


Limitation ofLiability ......................................................................................... 9 


Waiver of Jury Trial ............................................................................................ 9 


Jurisdiction; Venue and Service ........................................................................... 9 


Counterparts: Facsimile Signature ..................................................................... 11 


Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 

13218956.7 
PURCHASE MONEY NOTES GUARANTY AGREEMENT 


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

is entered into as ofthe 30th day ofNovember, 2010, by and between the Purchase Money Notes 

Guarantor, and the Initial Member. Capitalized terms used in this Agreement and not otherwise 

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

certain Agreement of Common Defmitions, dated as of the Closing Date, among the Purchase 

Money Notes Guarantor, the Initial Member and others. 

RECITALS 

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

Date, between the Company and the Initial Member, the Initial Member has transferred certain 

assets to the Company, partly as a sale and partly as a capital contribution, and in return for said 

assets, the Company has issued to the Initial Member Purchase Money Notes, dated as of the 

Closing Date, with an aggregate Initial Notes Principal Balance of$105,551,000; and 

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

Company's obligations under the Purchase Money Note, the Purchase Money Notes Guarantor 

has agreed to enter into this Agreement and to perform the obligations of the Purchase Money 

Notes Guarantor described in this Agreement; and 

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

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

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

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 ofthe Guarantied Obligations is stated in this 

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

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

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

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

Obligations pursuant to 12 U.S.C. §1825(d). 

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

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

acknowledged, the Purchase Money Notes Guarantor and the Initial Member hereby agree as 

follows: 

Section 1. Guaranty. Upon receipt of a notice from the Initial Member by the 

Purchase Money Notes Guarantor substantially in the form attached hereto as Exhibit A (such 

notice, the "Guaranty Notice") and written consent by the Purchase Money Notes Guarantor, 

the Purchase Money Notes Guarantor hereby absolutely, irrevocably, completely, 

unconditionally and immediately guaranties the due and punctual payment and performance 

FDIC SFR 2010·3 

Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 

13218956.7 
when due, whether at stated maturity, upon the Noteholder's demand, by acceleration or 

otherwise, of the following (collectively, the "Guarantied Obligations"), effective as of the date 

provided in the Guaranty Notice: 

(a) the due and punctual payment on each Distribution Date following the 

receipt of the Guaranty Notice of all interest due and accrued on the Purchase Money Note 

through and including the preceding Determination Date; 

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

Purchase Money Note, in an aggregate amount of $105,551,000, on the date such principal shall 

become due and payable in accordance with the terms of the Purchase Money Note, whether at 

stated maturity, by acceleration, upon call or otherwise, which $105,551,000 shall constitute the 

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

Note Guarantor's obligations under this Guaranty Agreement shall be December 28, 2020, which 

date shall be the date on which the Purchase Money Notes Guarantor's obligation to pay the 

Guarantied Obligations shall be due (if and to the extent the same are not discharged, satisfied or 

paid on or prior thereto). The full faith and credit of the United States is pledged to the Purchase 

Money Notes Guarantor's obligation to pay the Guarantied Obligations pursuant to 12 U.S.C. 

§1825(d); and 

(c) the payment of any Loan Parity Obligation upon the Noteholder's 

demand. 

Section 2. Guaranty Absolute. The Purchase Money Notes Guarantor guaranties that 

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

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

be paid strictly in accordance with the terms of this Agreement, in each case regardless of any 

law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms 

or the rights of the Noteholder with respect thereto. The liability of the Purchase Money Notes 

Guarantor pursuant to this Agreement shall be absolute, irrevocable and unconditional in 

accordance with its terms and shall, to the fullest extent permissible under applicable law, remain 

in full force and effect without regard to, and shall not be released, suspended, discharged, 

terminated, modified or otherwise affected by, any circumstance or occurrence whatsoever, 

including without limitation, any of the following (whether or not the Purchase Money Notes 

Guarantor consents thereto or has notice thereof): 

(a) any lack of validity, legality or enforceability of the Purchase Money Note 

or this Agreement; 

Obligations; 

(b) any furnishing to the Noteholder of any security for the Guarantied 

(c) any bankruptcy, insolvency, reorganization, composition, adjustment, 

merger, consolidation, dissolution, liquidation or other like proceeding relating to the Purchase 

Money Notes Guarantor, the Company or any other person, or any action taken with respect to 

this Agreement by any trustee or receiver, or by any court, in any such proceeding; or 

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Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 

13218956.7 
(d) any defect, limitation or insufficiency in the rights of the Company or any 

other person under the Purchase Money Note or in the exercise thereof. 

Section 3. Action with Respect to Guarantied Oblilrnti_ons. Unless otherwise 

consented to in writing by the Purchase Money Notes Guarantor, die Initial Member may not 

take any of the following actions: (a) amend, modify, alter or supplement the terms of any ofthe 

Guarantied Obligations, including, but not limited to, extending or shortening the time of 

payment of any of the Guarantied Obligations or modifying the amount of any of the Guarantied 

Obligations; (b) amend, modify, alter or supplement the Purchase Money Note; (c) release any 

other person liable in any manner for the payment or collection of the Guarantied Obligations; 

and (d) exercise, or refrain from exercising, any rights against the Company or any other person; 

provided, however, that any such action taken by the Initial Member 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 fo Hawing representations and warranties to the Initial Member: 

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

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

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

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

this Agreement is a legal, valid and binding obligation of the Purchase Money Notes Guarantor 

enforceable against it in accordance with its terms; 

(b) The execution, delivery and performance of this Agreement does not and 

will not, by the passage of time, the giving of notice or both: (i) require any governmental 

approval that has not been obtained or violate any law relating to the Purchase Money Notes 

Guarantor; (ii) conflict with, result in a breach of or constitute a default under the organizational 

documents of the Purchase Money Notes Guarantor, or any agreement or other instrument to 

which the Purchase Money Notes Guarantor is a party or by which it or any of its respective 

properties may be bound; or (iii) result in or require the creation or imposition of any lien upon 

or with respect to any property now owned or hereafter acquired by the Purchase Money Notes 

Guarantor; and 

(c) No action, suit, proceeding, governmental investigation or arbitration, at 

law or in equity, or before or by any governmental authority, is pending, or to the knowledge of 

the 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 pursuant to this Agreement. 

Section 5. Waiver. Except with respect to the Purchase Money Notes Guarantor's 

consent rights under Section 3, which consent rights shall not be limited, waived or otherwise 

modified by operation of this Section 5, the Purchase Money Notes Guarantor, to the fullest 

extent permitted by law, hereby waives notice of acceptance hereof or any presentment, demand, 

protest or notice of any kind, and any other act or thing, or omission or delay to do any other act 

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FDIC SFR2010-3 

Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 

13218956.7 
or thing, that in any manner or to any extent might vary the risk of the Purchase Money Notes 

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

from its obligations pursuant to this Agreement. The Purchase Money Notes Guarantor 

acknowledges that it will receive direct and indirect benefits from the arrangements 

contemplated in this Agreement 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 Guarantied Obligations, whether existing now or in the future. 

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

respects be a continuing and irrevocable guaranty of payment and shall (a) remain in full force 

and effect until the indefeasible payment in full and in cash of the Guarantied Obligations, (b) be 

binding upon the Purchase Money Notes Guarantor and its successors and assigns and (c) inure 

to the benefit of and be enforceable by the Noteholder and it~ successors, pledgees, transferees 

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

amount or amounts received in payment or on account of any of the Guarantied Obligations, and 

the Noteholder repays all or part of said amount by reason of (y) any judgment, decree or order 

of any court or administrative body of competent jurisdiction or (z) any settlement or 

compromise of any such claim effected by the Noteholder with any such claimant (including, 

without limitation, the Company or a trustee in bankruptcy for the Company), then and in such 

event the Purchase Money Notes Guarantor agrees that any such judgment, decree, order, 

settlement or compromise shall be binding on it, notwithstanding any revocation hereof or the 

cancellation of this Agreement, the Purchase Money Note or any other instrument evidencing 

any liability of the Company, and the Purchase Money Notes Guarantor shall be and remain 

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

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

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

to such extent and this Agreement and any collateral for this Agreement shall remain in full force 

and effect (or shall be reinstated) to such extent. 

Section 7. Subrogation; Assignment of Claims. If and to the extent the Purchase 

Money Notes Guarantor makes any payment to the Noteholder pursuant to or in connection with 

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

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

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

assigned to the Purchase Money Notes Guarantor any and· all claims it may have against the 

Company or others and for which the Noteholder receives payment from the Purchase Money 

Notes Guarantor under this 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. If there 

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

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

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

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

Money Notes Guarantor shall direct. 

4 

FDIC SFR2010-3 


Purchase Money Note Guaranty Agreement 


Pool Nos. 24020 and 24021 


13218956.7 
Section 9. Information. The Purchase Money Notes Guarantor assumes all 

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

and of all other circumstances bearing upon the risk of nonpayment of any of the Guarantied 

Obligations and the nature, scope and extent of the risks that the Purchase Money Notes 

Guarantor assumes and incurs under this Agreement, and 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. Govemin2 Law. THIS AGREEMENT SHALL BE GOVERNED BY 

AND CONSTRUED IN ACCORDANCE WITH 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 AGREEMENT TO THE LAW 

OF ANOTHER WRISDICTION. NOTHING IN TillS AGREEMENT SHALL REQUIRE 

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

Section 11. Records and Accounts. The Initial Member may maintain books and 

accounts setting forth the amounts paid and payable with respect to the Guarantied Obligations, 

and in the case of any dispute relating to any of the outstanding amount, payment or receipt of 

any of the Guarantied 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 ofthe 

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

Purchase Money Notes Guarantor of any ofits obligations hereunder. 

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

and no delay in exercising, any right hereunder or under the Purchase Money Note shall operate 

as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other 

or further exercise thereof or the exercise of any other right. The rights and remedies of the 

Noteholder provided herein and in the Purchase Money Note are cumulative and are in addition 

to, and not exclusive of; any other rights or remedies provided by law. The rights of the 

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

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

pursuant to any other document against such party or against any other Person. 

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

respect to the Purchase Money Notes Guarantor until the earliest of (a) indefeasible satisfaction 

and payment in full of the Guarantied Obligations and the termination or cancellation of the 

Purchase Money Note in accordance with its terms and (b) two years following the Purchase 

Money Maturity Date. 

Section 14. Successors and Assigns. Each reference in this Agreement to the Initial 

Member and to the Purchase Money Notes Guarantor shall be deemed to include its successors 

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

this Agreement also shall be binding; provided that the Purchase Money Notes Guarantor may 

not assign or transfer its obligations under this Agreement to any Person without the prior written 

5 

FDIC SFR2010-3 

Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 

13218956.7 
consent of the Noteholders of one hundred percent (100%) of the outstanding principal balance 

of the Purchase Money Notes (which consent shall not be withheld unreasonably). Any such 

assignment or other transfer to which the Noteholder has not so consented shall be null and void 

ab initio. 

Section 15. Amendments. No amendment of any provision ofthis 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 the 

Purchase Money Notes; provided 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 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) All payments to be made by the Purchase Money Notes Guarantor 

pursuant to this Agreement in respect of the Guarantied 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 

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

Notes Guarantor has received written demand therefor by any 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 the Purchase Money Notes Maturity Date, as applicable. The deposit ofany 

such payments by the Purchase Money Notes Guarantor into the Distribution Account pursuant 

to the Custodial and Paying Agency Agreement for further distribution by the Paying Agent to 

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

Guarantied Obligations. 

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

the full principal amount. of the Purchase Money Notes is not paid when due, for whatever 

reason, the Purchase Money Notes Guarantor will pay interest on such unpaid principal amount 

at the rate of 1.00% per annum calculated on the basis of a year of 360 days and twelve 30 day 

months. Such interest shall be due and payable by the Purchase Money Notes Guarantor on the 

day the overdue principal is paid to the Noteholders, which may be any Business Day without 

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

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

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

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

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

such principal is actually paid to the Noteholders. For avoidance ofdoubt, the agreement to pay 

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

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FDIC SFR2010-3 

Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 

13218956.7 
Guarantor of its obligations to make full and timely payment of amounts due with respect to the 

Guarantied 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 the Purchase Money Notes to 

be made when due. 

Section 18. Notices. All notices, requests, demands, and other communications 

required or permitted to be given or delivered under or by reason of the provisions of this 

Agreement shall be in writing and shall be mailed or delivered to the applicable address or 

electronic mail address of the parties specified below for such Person or to such other address or 

electronic mail address as shall be designated by such party in a notice to the other parties. All 

such notices and other communications shall be deemed to be given or made upon the earlier to 

occur of (i) actual receipt (or refusal thereof) by the relevant party hereto and (ii): (A) if 

delivered by hand or by nationally recognized courier service, when signed for (or refused) by 

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

deposit in the mails, postage prepaid; and (C) if delivered by electronic mail (which form of 

delivery is subject to the provisions of this paragraph), when delivered. In no event shall a voice 

mail message be effective as a notice, communication or confirmation hereunder. From time to 

time, any Person may designate a new address for purposes of notice hereunder by notice to such 

effect to the other Persons identified above. 

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

Assistant Director Structured Transactions 


Federal Deposit Insurance Corporation 


550 17th Street, N.W. 


RoomF-7014 


Washington, D.C. 20429 


Attention: Ralph Malami 


E-Mail 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 

E-Mail Address: DGearin@fdic.gov 

Address for notices or communications to the Initial Member: 

Assistant Director Structured Transactions 

7 

FDIC SFR2010-3 

Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 

13218956.7 
Federal Deposit Insurance Corporation 


550 17th Street, N.W. 


Room F-7014 


Washington, D.C. 20429 


Attention: Ralph Malami 


E-Mail 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 

E-Mail Address: DGearin@fdic.gov 

Section 19. Severability. Any provision of this Agreement that is prohibited or 

unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as 

follows: (a) if such provision is prohibited or unenforceable in such jurisdiction only as to a 

particular person or entity or persons or entities and/or under any particular circumstance or 

circumstances, such provision shall be ineffective, but only in such jurisdiction and only with 

respect to such particular person or entity or persons or entities ,and/or under such particular 

circumstance or circumstances, as the case may be; (b) without limitation of clause (a), such 

provision shall in any event be ineffective only as to such jurisdiction and only to the extent of 

such prohibition or unenforceability, and such prohibition or 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 Agreement. Without limitation of the preceding sentence, it is the 

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

determines that any provision of this 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, ( q) 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 ill 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 Agreement to appeal any court 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 Agreement are 

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

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

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Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 

13218956.7 
paragraph and clause references contained in this Agreement shall refer to Sections, paragraphs 

and clauses in this Agreement unless otherwise specified. 

Section 21. Limitation of Liability. Neither the Initial Member nor any Affiliate, 

officer, director, employee, attorney, or agent ofthe Initial Member shall have any liability with 

respect to, and the Purchase Money Notes Guarantor hereby waives, releases, and agrees not to 

sue any of them upon, any claim for any special, indirect, incidental or consequential damages 

suffered or incurred by the Purchase Money Notes Guarantor in connection with, arising out of 

or in any way related to this Agreement or any of the transactions contemplated by this 

Agreement. The Purchase Money Notes Guarantor hereby waives, releases, and agrees not to 

sue the Initial Member or any of its Affiliates, officers, directors, employees, attorneys, or agents 

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

related to, this Agreement or any ofthe transactions contemplated by this Agreement. 

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

GUARANTOR AND EACH NOTEHOLDER HEREBY IRREVOCABLY AND 

UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF 

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

THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE 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 Noteholder''), on behalf of itself and its Affiliates, hereby 

irrevocably and unconditionally: 

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

the Southern District ofNew York and to the jurisdiction ofthe United States District Court for 

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

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

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

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

waives any right to: 

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

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

Guarantor or the FDIC Noteholder files the suit, action or proceeding without the consent ofthe 

Purchase Money Notes Guarantor or .the FDIC Noteholder, as applicable; 

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

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

District of Columbia; or 

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Pool Nos. 24020 and 24021 

13218956.7 
(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 Noteholder arising out of, relating to, or in 

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

Agreement), and waives any right to: 

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

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

Guarantor or the FDIC Noteholder, as applicable; 

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

State ofNew York; or 

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

an inconvenient forum. 

(iii) agrees to bring any suit, act~on or proceeding by any Non-FDIC 

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

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

Ancillary Document in only either the United States District Court for the .Southern District of 

New York or the United States District Court for the District of Columbia, and waives any right 

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

forum without the consent of the Purchase Money Notes Guarantor or the FDIC Noteholder, as 

applicable, and agrees to consent thereafter to transfer ofthe 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 Noteholder, 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 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 ofthe State ofNew York, and waives any right 

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

forum without the consent of the Purchase Money Notes Guarantor or the FDIC Noteholder, as 

applicable. 

(b) Each Non-FDIC Noteholder, 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. 

10 

FDIC SFR 2010-3 

Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 

1321&956.7 
(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)(iv), or 

in any way limit the FDIC's right to remove, transfer, seek to dismiss, or otherwise respond to 

any suit, action, or proceeding against it in any forum. · 

Section 24. Counterna...rts; Facsimile Signature. This Agreement may be executed in 

two (2) or more counterparts, each ofwhich shall be deemed an original but all of which together 

shall constitute but one and the same agreement. This Agreement and any amendments to it, to 

the extent signed and delivered by facsimile or other electronic means, shall be treated in all 

manner and respects as an original agreement and shall be considered to have the same binding 

legal effect as if it were the original signed version thereof delivered in person. No signatory to 

this Agreement shall raise the use of a facsimile machine or other electronic means to deliver a 

signature or the fact that any signature or agreement was transmitted or communicated through 

the use of a facsimile machine or other electronic means as a defense to the formation or 

enforceability of a contract, and each such person or entity forever waives any such defense. 

[Signature page follows.] 

11 


FDIC SFR 2010-3 

Purchase Money Note Guaranty Agreement 

Pool Nos. 24020 and 24021 

13218956.7 
IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, intending 

to legally bound, have caused this Purchase Money Notes Guaranty Agreement to be duly 

executed. 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

as Purchase Money Notes Guarantor 

By: 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

in its separate capacities as receiver for each of the failed 

banks, as Initial Member 

By: 

FDIC2010-3 

Purchase Money Note Guaranty 
EXHIBIT A 


Form of Guaranty Notice 


.____,20_] 

Federal Deposit Insurance Corporation, 

as Initial Member 

[ 	 1 

[ ] 

[ 1 

Attn: SFR 2010-3 

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

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

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

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

each Failed Bank (the "Initial Member") 

Ladies and Gentlemen: 

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

Agreement, the Initial Member hereby gives notice to the Purchase Money Notes Guarantor that 

upon receipt ofthis Guaranty Notice, 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 Guarantied Obligations, effective as of___ 

20 

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 Failed Banks 

By: __________________________________ 

Name: [ ] 

Title: Attorney-in-Fact 

Acknowledged and Consented To By 

[FEDERAL DEPOSIT INSURANCE CORPORATION, 

as Purchase Money Notes Guarantor 

By: ___________________________________ 

Name: [ ] 

Title: Attorney-in-Fact 

FDIC SFR 2010-3 

Form ofPurchase Money Notes Guaranty Agreement 

Pool Nos. 24020and 24021 

13218956.7 
EXIDBITB 


Form of Payment Request 


2010-2 SFR VENTURE, LLC 


PAYMENT REQUEST- NOTE GUARANTY 


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

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

Deposit Insurance Corporation, as Receiver for the Failed Banks, dated as of[__] 

Request Date: 

Date Funds Required: 

Reason for Request <1> 

Payment Required: A 

Funds Available for Payment B 

Shortfall- Amount Due from FDIC on Guaranty A-B 

<

1

>Indicate whether draw request is due to Purchase Money Note maturity, failure to pay 

interest, acceleration, Loan Parity or otherwise. 

Certification ofCustodian and Paying Agent 

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

complete. 

Name: Date 


Title: 


[Bank] 


Wire Instructions 

[BANK] 


ABA[ ] 


Account Number: [ ] 


Account Name: [ ] 


FFC: [ ] 


FDIC SFR 2010-3 

Form ofPurchase Money Notes Guaranty Agreement 

Pool Nos. 24020and 24021 

13218956.7