South CRE Venture 2010-2, LLC

SOUTH CRE VENTURE 2010-2, LLC

CLASS A-2 PURCHASE MONEY NOTE

(REGULATION S CERTIFICATED)

(Maturity Date December 2, 2014)

$0 Certificate No.: A 2 – SOUTH CRE-2

ISIN No.: Issuance Date: December 2, 2010

CUSIP No.: 

THIS 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 STA lES OR

THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND THE ISSUER HAS NOT

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

AMENDED (THE "INVESTMENT COMPANY ACT").

THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS PURCHASE MONEY

NOTE, REPRESENTS THAT IT HAS OBTAINED THIS PURCHASE MONEY NOTE IN A

TRANSACTION IN COMPLIANCE WITH THE SECURITIES ACT, THE INVESTMENT

COMPANY ACT AND ALL OTHER APPLICABLE LAWS OF THE UNITED STATES OR

ANY OTHER JURISDICTION, AND THE RESTRICTIONS ON SALE AND TRANSFER

SET FORTH IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT. THE HOLDER

HEREOF, BY ITS ACCEPTANCE OF THIS PURCHASE MONEY NOTE, FURTHER

REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER,

RESELL, PLEDGE OR OTHERWISE TRANSFER THIS PURCHASE MONEY NOTE

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 AND OTHER REQUIREMENTS

SPECIFIED IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT REFERRED TO

HEREIN (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 PURCHASE MONEY NOTE IN AN

OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S OF THE SECURITIES

ACT) IN COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER

THE SECURITIES ACT AND (2) 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) AND, IN EACH CASE, TO A TRANSFEREE (1) THAT IS A

"QUALIFIED PURCHASER" WITHIN THE MEANING OF SECTION 3(c)(7) OF THE

South CRE PMN A-2 (Reg S)

EXECUTION VERSION
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.S.$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (iv) IS NOT A 

PENSION, PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN IN 

WHICH THE PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS APPLICABLE, MAY 

DESIGNATE THE PARTICULAR INVESTMENTS TO BE MADE, AND IN A 

TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE 

INVESTMENT COMPANY ACT EXEMPTION, (v) WILL PROVIDE NOTICE TO ANY 

SUBSEQUENT TRANSFEREE OF THE TRANSFER RESTRICTIONS PROVIDED IN THIS 

LEGEND, (vi) WILL HOLD AND TRANSFER PURCHASE MONEY NOTES IN AN 

AMOUNT OF NOT LESS THAN U.S.$250,000 FOR IT OR FOR EACH ACCOUNT FOR 

WHICH IT IS ACTING, (vii) WILL PROVIDE THE ISSUER AND PAYING AGENT FROM 

TIME TO TIME SUCH INFORMATION AS THEY MAY REASONABLY REQUEST IN 

ORDER TO ASCERTAIN COMPLIANCE WITH THIS LEGEND AND (viii) 

UNDERSTANDS THAT THE ISSUER MAY RECEIVE A LIST OF PARTICIPANTS 

HOLDING POSITIONS IN ITS SECURITIES FROM ONE OR MORE BOOK-ENTRY 

DEPOSITORIES. EACH PURCHASER OR TRANSFEREE OF THIS PURCHASE MONEY 

NOTE WILL BE REQUIRED TO EXECUTE AND DELIVER TO THE PAYING AGENT 

AND THE COMPANY A CERTIFICATE INCLUDING CERTAIN REPRESENTATIONS 

AND AGREEMENTS AS SET FORTH IN THE APPLICABLE EXHIBIT TO THE 

CUSTODIAL AND PAYING AGENCY 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 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-PERMI1TED HOLDER (AS DEFINED 

IN THE CUSTODIAL AND 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 MONEY NOTE, PURCHASERS 

SHOULD CONSULT COUNSEL WITH RESPECT TO THE AVAILABILITY AND 

South CRE PMN A-2 (Reg S) 

EXECUTION VERSION 
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 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 NOTE MAY 

ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY 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 INTERNAL 

REVENUE CODE OF 1986, AS AMENDED (THE "INTERNAL REVENUE CODE") OR A 

PLAN SUBJECT TO ANY NON-U.S., FEDERAL, STATE OR LOCAL LAW 

SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE 

INTERNAL REVENUE CODE ("SIMILAR LAW"), OR USING PLAN ASSETS TO EFFECT 

SUCH TRANSFER SHALL BE REQUIRED TO REPRESENT THAT THE ACQUISITION 

AND HOLDING OF THIS PURCHASE MONEY NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 

4975 OF THE INTERNAL REVENUE CODE OR A VIOLATION OF SIMILAR LAW. 

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

REVENUE CODE, THIS PURCHASE MONEY NOTE IS BEING ISSUED WITH ORIGINAL 

ISSUE DISCOUNT. YOU MAY CONTACT THE FEDERAL DEPOSIT INSURANCE 

CORPORATION AT 550 17TH STREET, N.W., ROOM F-7014, WASHINGTON, D.C. 20429, 

ATTENTION: RALPH MALAMI, AND THE FDIC 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 WITH 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 MEANING 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 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 HOLDER IN RESPECT OF THIS 

PURCHASE MONEY NOTE. 

EXCEPT AS OTHERWISE INDICATED IN THE CUSTODIAL AND PAYING 

AGENCY AGREEMENT, INTERESTS IN THIS PURCHASE MONEY NOTE MUST BE 

South CRE PMN A-2 (Reg S) 

EXECUTION VERSION 
HELD IN MINIMUM DENOMINATIONS OF U.S.$250,000 AND INTEGRAL MULTIPLES 

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

South CRE PMN A-2 (Reg S) 

EXECUTION VERSION 
SOUTH CRE VENTURE 2010-2, LLC

CLASS A-2 PURCHASE MONEY NOTE

(REGULATION S CERTIFICATED)

(Maturity Date December 2, 2014)

$0 Certificate No.: A 2 – SOUTH CRE-2

ISIN No.: U Issuance Date: December 2, 2010

CUSIP No.: 

FOR VALUE RECEIVED, CRE Venture 2010-2, 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 $0 (Zero

and 00/100 United States Dollars). No interest shall accrue on the outstanding principal amount

of this Purchase Money Note. The entire outstanding principal amount of this Purchase Money

Note shall be due and payable on December 2, 2014 (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 of this Purchase Money Note is payable in such coin or currency of

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

private debts. All payments made by the Issuer with respect to this Purchase Money Note shall

be subject to the priority of payments set forth in Section 5.1 of the Custodial and Paying Agency

Agreement (as hereinafter defined). This Purchase Money Note is subject to all terms of the

Custodial and Paying Agency Agreement. Unless otherwise defined herein, capitalized terms

used in this Purchase Money Note have the meanings provided in, or by reference in, that certain

Custodial and Paying Agency Agreement, dated as of December 2, 2010 (as further amended,

supplemented or restated from time to time, and including any substantially similar agreement

entered into by Issuer and any new or successor custodian and paying agent, the "Custodial and 

Paying Agency Agreement"), among the Issuer, the Federal Deposit Insurance Corporation, in

its corporate capacity, as the guarantor of the Purchase Money Notes, the Federal Deposit

Insurance Corporation, in its capacity as receiver for various failed financial institutions listed on

Schedule A hereto, as Collateral Agent pursuant to the Reimbursement, Security and Guaranty

Agreement, dated as of December 2, 2010 (as amended, supplemented or restated from time to

time, the "Reimbursement, Security and Guaranty Agreement"), and Wells Fargo Bank,

National Association.

This Purchase Money Note may not be prepaid, in whole or in part, without the

prior written consent of the Purchase Money Notes Guarantor. Any amount repaid or prepaid

under this Purchase Money Note may not be reborrowed.

The Holder, 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 under

the Custodial and Paying Agency Agreement or any Transaction Documents or under any

certificate or other writing delivered in connection therewith, against the Paying Agent or the

Servicer or any of their Affiliates.

South CRE PMN A-2 (Reg S)

EXECUTION VERSION
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 Holder, as of the relevant Record Date, to the Paying Agent in writing or, at the 

option of the Holder hereof, by check to such address as the Holder 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 final 

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 

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

under, 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. 

This Purchase Money Note is limited in right of payment to certain collections 

and recoveries respecting the Assets and payments as more specifically set forth in the Custodial 

and Paying Agency Agreement. As provided in the Custodial and Paying Agency Agreement, 

deposits and withdrawals from the Accounts may be made by the Paying Agent from time to 

time for purposes other than distributions to the Holder, such purposes including investment in 

Pennitted Investments. 

This Purchase Money Note is a registered note and may be transferred only upon 

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

transfer) of this Purchase Money Note for registration and transfer, duly endorsed by, or 

accompanied by a written instrument 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 the 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 

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 Holder 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 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 

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

Holder hereof for all purposes, and none of the foregoing shall be affected by notice to the 

contrary. 

South CRE PMN A-2 (Reg S) 

EXECUTION VERSION 
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 of Default" specified in Section 4.1(b)(i)(A) 

of the Reimbursement and Security Agreement; or 

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

than due to a failure by the Issuer to make a payment with respect to the Purchase Money Note. 

Upon the occurrence of an Event of Default specified in (a) above, this Class of 

Purchase Money Notes shall forthwith automatically become immediately due and payable, both 

as to principal and as to any other amounts owed by the Issuer hereunder, without any action on 

the part of the Holders (as of the relevant Record Date) and without the consent of the Purchase 

Money Notes Guarantor. Upon the occurrence of any other Event of Default defined in the 

Reimbursement, Security and Guaranty Agreement, the Holders of more than fifty percent (50%) 

of the outstanding principal amount of this Class of Purchase Money Notes may, with the 

consent of the Purchase Money Notes Guarantor, and shall, at the direction of the Purchase 

Money Notes Guarantor, in addition to any other available remedy, by notice in writing to the 

Issuer, the Purchase Money Notes Guarantor and the Paying Agent, declare this Class of 

Purchase Money Notes to be immediately due and payable, together with any other amounts 

owed by the Issuer hereunder, and on delivery of such a notice, the unpaid principal amount of 

this Purchase Money Note and any other amounts owed by the Issuer hereunder, shall forthwith 

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. 

If and to the extent the Purchase Money Notes Guarantor makes any payment to 

the Holder pursuant to or in connection with the Guaranty Agreement, the Purchase Money 

Notes Guarantor shall be subrogated to all of the rights 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 assigned to the Purchase Money Notes Guarantor any 

and all claims it may have against the Issuer or others and for which the Holder receives payment 

from the Purchase Money Notes Guarantor under the Guaranty Agreement. Upon the request of 

the Purchase Money Notes Guarantor, the Holder shall execute written assignments of such 

claims. 

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

hereunder shall operate as a waiver of such right or any other right of the Holder, 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 

of the Holder are cumulative and not exclusive of any rights or remedies the Holder would 

otherwise have. 

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 

South CRE PMN A-2 (Reg S) 

EXECUTION VERSION 
principal 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 Holder hereof or any

other Person, but subject in all respects to the priority of payments set forth in Section 5.1 of the

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 Holder hereof or any other

Person.

All notices, requests, demands, and other communications 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 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.

If to the Issuer, to:

South CRE Venture 2010-2, LLC

c/o Hudson Realty Capital LLC

250 Park Avenue South

Third Floor

New York, NY 10003

Attention: Andrew J. Bloom

Director & General Counsel

E-mail: 

with a copy to:

Hudson Realty Capital LLC

250 Park Avenue South

Third Floor

New York, NY 10003

Attention: Renee Lewis

E-mail: 

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

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

South CRE PMN A-2 (Reg S)

EXECUTION VERSION
Attention: Client Services Manager

Reference: South CRE Venture 2010-2, LLC

E-Mail Addresses: 

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 remaining provisions

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

This Purchase Money Note shall bind the Issuer and the successors of the Issuer,

and the term "Issuer" herein shall include the successors of the Issuer.

The terms of this Purchase Money Note may be amended from time to time only

by the written agreement of the Issuer and the Holder, subject in all instances to the terms of the

Guaranty Agreement.

This Purchase Money Note and the rights and the duties of the Issuer and the

Holder hereunder 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 Purchase Money Note to the law of another jurisdiction.

(a)­Each of the Issuer and each Holder (if such Holder is not the FDIC; any

Holder 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 of New York and to the jurisdiction of the United States District Court for

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

commenced by 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 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 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 of Columbia; or

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

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

inconvenient forum.

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

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

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:

South CRE PMN A-2 (Reg S)

EXECUTION VERSION
­

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

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

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

State of New York; or 

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

an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by 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 New York or the United States District 

Court for the District of Columbia at the option of the FDIC Holder; 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 paragraph (a)(iii) above, to bring 

that suit, action or proceeding in only the Supreme Court of the State of New York, and waives 

any right to remove or transfer such suit, action or proceeding to any other court or disputeresolution forum without the consent of the 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 Holder, 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 

paragraph (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); provided, 

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 paragraph (a), paragraph (b) or paragraph (c) above shall 

constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in 

paragraph (a)(iii) and paragraph (a)(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 THE HOLDER HEREBY IRREVOCABLY AND 

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

South CRE PMN A-2 (Reg S) 

EXECUTION VERSION 
ANY DISPUTE ARISING OUT OF OR RELATING TO THIS PURCHASE MONEY NOTE 

AND 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 a 

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

Agency Agreement. 

Title to Purchase Money Notes shall pass by registration in the Purchase Money 

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

Agent. 

No service charge shall be made for registration of transfer or exchange of this 

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

any tax or other governmental charge payable in connection therewith. 

South CRE PMN A-2 (Reg S) 

EXECUTION VERSION 
By:

ame: Heidi Silverberg

Title: Attorney-in-Fact

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.

SOUTH CRE VENTURE 2010-2, LLC

By:­Federal Deposit Insurance Corporation, as

Receiver for various failed financial

institutions listed on Schedule A hereto, as

Initial Member

[SIGNATURE PAGE TO CLASS A-2 PURCHASE MONEY NOTE

(REGULATION S CERTIFICATED)]

South CRE PMN A-2 (Reg S)

EXECUTION VERSION
­

­

­ ­

ASSIGNMENT FORM 

For value received 

does hereby sell, assign 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 does hereby irrevocably constitute and appoint 

as an Attorney-in-fact to transfer this Purchase Money Note on the books of the 

Paying Agent with full power of substitution in the premises. 

Date: Your Signature: 

(Sign exactly as your name 

appears in this Purchase Money Note) 

South CRE PMN A-2 (Reg S) 

EXECUTION VERSION 
SCHEDULE A 

LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS 

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

Hillcrest Bank of Florida Naples FL 10131 10/23/2009 

Republic Federal Bank, N.A. Miami FL 10158 12/11/2009 

Rockbridge Commercial Bank Atlanta GA 10164 12/18/2009 

Florida Community Bank Immokalee FL 10181 1/29/2010 

Broadway Bank Chicago IL 10219 4/23/2010 

The Bank of Bonifay Bonifay FL 10234 5/07/2010 

South CRE PMN A-2 (Reg S) 

EXECUTION VERSION