PURCHASE MONEY NOTE GUARANTY AGREEMENT 


BY AND BETWEEN 


FEDERAL DEPOSIT INSURANCE CORPORATION, IN ITS CORPORATE 


CAPACITY 


AND 


FEDERAL DEPOSIT INSURANCE CORPORATION, AS RECEIVER FOR 


AMTRUST BANK OF CLEVELAND, OHIO 


Dated as ofJuly 9, 2010 

AmTru st - Purchase Money Note Guaranty Agreement 

EXECUTION VERSION 
TABLE OF CONTENTS 


Section 1. Guaranty.......................................................................................................3 


Section 2. Guaranty Absolute ............................................................................ . .......... 4 


Section 3. Action with Respect to Guaranteed Obligations ......................................... .4 


Section 4. Representations and Warranties ................................................................... S 


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


Section 6. Reinstatement ofGuaranteed Obligations ........... ........................................ 6 


Section 7. Subrogation; Assignment of Claims ............................................................6 


Section 8. Purchase Money Note Guarantor's Right to Control Remedies ..................6 


Section 9. Information ..................................................................................................6 


Section 10. Governing Law ............................................................................................? 


Section 11. Records and Accounts ............................ .... ........................ ..........................? 


Section 12. Waiver of Remedies.................................... ... ..................... ..... .................... ? 


Section 13. Termination..................................................................................................? 


Section 14. Successors and Assigns.................................................... .. .......................... 7 


Section 15. Amendments ................................................................................................ 8 


Section 16. [Reserved] ....................................................................................................8 


Section 1 7. Payments ....................................... ..................... ..........................................8 


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


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


Section 20. Headings ...... .... ..... .... ............ .................... ........................ ................. .. ......! 0 


Section 21. Limitation of Liability................................................................................ lO 


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


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


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


AmTrust- Purchase Money Note Guaranty Agreement 

EXECUTION V ERSION 
PURCHASE MONEY NOTE GUARANTY AGREEMENT 

THIS PURCHASE MONEY NOTE GUARANTY AGREEMENT (this 

"Guaranty Agreement") entered into as of July 9, 2010, by and between the Federal 

Deposit Insurance Corporation, in its corporate capacity (the "Purchase Money Note 

Guarantor") and the Federal Deposit Insurance Corporation, as Receiver for AmTrust 

Bank of Cleveland, Ohio ("AmTrust") (the "Initial Holder"). Capitalized terms used 

herein and not otherwise defined herein shall have the meanings assigned to them in, or 

by reference in, that certain Agreement of Common Definitions dated as of July 9, 2010 

among the FDIC, as Receiver and Initial Member, and AmTrust Acquisition, LLC, as 

Private Owner, the Company, the Purchase Money Note Guarantor, the Collateral Agent, 

the Bank, and Residential Credit Solutions, Inc., as Servicer. 

RECITALS 

WHEREAS, pursuant to the Contribution Agreement, the Initial Holder 

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

and in return for said assets Debtor issued to the Initial Holder a Purchase Money Note in 

the aggregate principal face amount of$169,461,110.24, as set forth on Schedule 2 to the 

Contribution Agreement; and 

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

Debtor's obligations under the Purchase Money Note, the Purchase Money Note 

Guarantor has agreed to enter into this Guaranty Agreement and to perform the 

obligations ofthe Purchase Money Note Guarantor described herein; 

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

obligation issued by the FDIC after August 9, 1989, is stated in the obligation and the 

term to maturity or the date ofmaturity ofsuch 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; 

WHEREAS, because the principal of the Guaranteed Obligations (as defined 

below) is stated in this Guaranty Agreement, and the date of maturity of the Purchase 

Money Note Guarantor's obligations under this Guaranty Agreement is stated in this 

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

Purchase Money Note Guarantor's obligation to pay the Guaranteed Obligations (as 

defined below) pursuant to 12 U.S.C. §1825(d); and 

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

Guarantor of a guaranty fee agreed upon by the Purchase Money Note Guarantor and 

Debtor and paid by the Initial Holder on behalf of Debtor, the sufficiency of which is 

hereby acknowledged, the Purchase Money Note Guarantor and Initial Holder hereby 

agree as follows: 

Section 1. Guaranty. The Purchase Money Note Guarantor hereby 

absolutely, irrevocably, completely, unconditionally and immediately guarantees all of 

the following (collectively, the "Guaranteed Obligations"): the due and punctual 

AmTrust- Purchase Money Note Guaranty Agreement 

EXECUTION VERSION 
payment of the principal of the Purchase Money Note, in an aggregate amount of 

$169,461,110.24, when such principal shall become due and payable in accordance with 

the terms of the Purchase Money Note and the Custodial and Paying Agency Agreement 

(whether at stated maturity, by acceleration or otherwise), which $169,461,110.24 shall 

constitute the principal amount of the Guaranteed Obligations. The date of maturity of 

the Purchase Money Note Guarantor's obligations under this Guaranty Agreement shall 

be July 25, 2012, which date shall be the date on which the Purchase Money Note 

Guarantor's obligation to pay the Guaranteed Obligations shall be due (if and to the 

extent the same are not discharged, satisfied or paid on or prior thereto). The full faith 

and credit of the United States is pledged to the Purchase Money Note Guarantor's 

obligation to pay the Guaranteed Obligations pursuant to 12 U.S.C. §1825(d). 

Section 2. Guaranty Absolute. The Purchase Money Note Guarantor 

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

terms of the Purchase Money Note 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 

Holders with respect thereto. The liability of the Purchase Money Note Guarantor under 

this Guaranty Agreement shall be absolute, irrevocable and unconditional in accordance 

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

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

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

whatsoever, including without limitation, any of the following (whether or not the 

Purchase Money Note Guarantor consents thereto or has notice thereof): 

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

Money Note or this Guaranty Agreement; 

Obligations; 

(b) any furnishing to the Holders of any security for the Guaranteed 

adjustment, 

(c) 

merger, 

any bankruptcy, insolvency, reorganization, compositiOn, 

consolidation, dissolution, liquidation or other like proceeding 

relating to the Purchase Money Note Guarantor, Debtor or any other person, or any action 

taken with respect to this Guaranty Agreement by any trustee or receiver, or by any court, 

in any such proceeding; or 

(d) any defect, limitation or insufficiency in the rights ofDebtor or any 

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

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

consented to in writing by the Purchase Money Note Guarantor, the Holders may not take 

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

the Guaranteed Obligations, including, but not limited to, extending or shortening the 

time of payment of any ofthe Guaranteed Obligations or modifying the amount of any of 

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

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AmTrust - Purchase Money Note Guaranty Agreement 

EXECUTION VERSION 
against Debtor or any other person; provided, however, that any such action taken by the 

Holders with the written consent of the Purchase Money Note Guarantor shall not 

discharge the Purchase Money Note Guarantor from its obligations hereunder. 

Section 4. Representations and Warranties. The Purchase Money Note 

Guarantor hereby makes the following representations and warranties to the Holders: 

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

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

Agreement and to perform its obligations hereunder in accordance with its terms. This 

Guaranty Agreement has been duly executed and delivered by a duly authorized officer 

ofthe Purchase Money Note Guarantor and this Guaranty Agreement is a legal, valid and 

binding obligation of the Purchase Money Note Guarantor enforceable against it in 

accordance with its terms; 

(b) The execution, delivery and performance of this Guaranty 

Agreement does not and will not, by the passage of time, the giving of notice or both: 

(i) require any governmental approval that has not been obtained or violate any law 

relating to the Purchase Money Note Guarantor; (ii) conflict with, result in a breach of or 

constitute a default under the organizational documents of the Purchase Money Note 

Guarantor, or any agreement or other instrument to which the Purchase Money Note 

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 Note 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 ofthe Purchase Money Note Guarantor, threatened against the Purchase 

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

Money Note Guarantor to perform its obligations under this Guaranty Agreement. 

Section 5. Waiver. Except with respect to the Purchase Money Note 

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 Note 

Guarantor, to the fullest extent permitted by law, hereby waives notice of acceptance 

hereof or any presentment, demand, protest or notice of any kind, and any other act or 

thing, or omission or delay to do any other act or thing, which in any manner or to any 

extent might vary the risk of the Purchase Money Note Guarantor or which otherwise 

might operate to discharge the Purchase Money Note Guarantor from its obligations 

hereunder. The Purchase Money Note Guarantor acknowledges that it will receive direct 

and indirect benefits from the arrangements contemplated herein and that the waivers set 

forth in this Section 5 are knowingly made in contemplation of such benefits. The 

Purchase Money Note Guarantor hereby waives any right to revoke this Section 5 and 

acknowledges that this Section 5 is continuing in nature and applies to all Guaranteed 

Obligations, whether existing now or in the future. 

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AmTrust - Purchase Money Note Guaranty Agreement 

EXECUTION VERSION 
Section 6. Reinstatement of Guaranteed Obligations. This Guaranty 

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

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

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

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

enforceable by, the Holders and their respective successors, pledgees, transferees and 

assigns. If claim is ever made on any Holder for repayment or recovery of any amount or 

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

such Holder 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 Holder with any such claimant 

(including, without limitation, Debtor or a trustee in bankruptcy for Debtor), then and in 

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

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

hereof or the cancellation of this Guaranty Agreement, the Purchase Money Note, or any 

other instrument evidencing any liability of Debtor, and the Purchase Money Note 

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

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

Holder and the Purchase Money Note Guarantor's obligations and liabilities to such 

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

Guaranty Agreement and any collateral for this Guaranty Agreement shall remain in full 

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

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

Purchase Money Note Guarantor makes any payment to the Holders pursuant to or in 

connection with this Guaranty Agreement, the Purchase Money Note Guarantor shall be 

subrogated to all of the rights of the Holders with respect to any claim to which such 

payment relates to the extent of such payment, and the Holders, upon acceptance of any 

such payment, will be deemed to have assigned to the Purchase Money Note Guarantor 

any and all claims such Holders may have against the Debtor or others and for which 

such Holders receive payment from the Purchase Money Note Guarantor under this 

Guaranty Agreement. Upon the request of the Purchase Money Note Guarantor, the 

Holders shall execute written assignments ofsuch claims. 

Section 8. Purchase Money Note Guarantor's Right to Control Remedies. If 

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

Agreement, the Purchase Money Note Guarantor shall have the right to control any and 

all remedies available to the Holders under the Purchase Money Note, and the Holders 

hereby agree to take any and all actions available to the Holders under such Purchase 

Money Note as the Purchase Money Note Guarantor shall direct. 

Section 9. Information. The Purchase Money Note Guarantor (a) assumes all 

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

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

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

Money Note Guarantor assumes and incurs hereunder, and (b) agrees that the Noteholder 

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Am Trust • Purchase Money Note Guaranty Agreement 

EXECUTJON V ERSJON 
shall not have any duty whatsoever to advise the Purchase Money Note Guarantor of 

information regarding such circumstances or risks. 

Section 10. Governing Law. THIS GUARANTY 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 GUARANTY AGREEMENT TO THE LAW OF ANOTHER 

JURISDICTION. NOTHING IN THIS GUARANTY AGREEMENT SHALL 

REQUIRE ANY UNLAWFUL ACTION OR INACTION BY ANY PARTY TO THIS 

GUARANTY AGREEMENT. 

Section 11. Records and Accounts. The Holders may maintain books and 

accounts setting forth the amounts paid and payable with respect to the Guaranteed 

Obligations, and in the case of any dispute relating to any of the outstanding amount, 

payment or receipt of any of the Guaranteed Obligations or otherwise, the entries in such 

books and accounts shall constitute prima facie evidence of amounts and other matters set 

forth therein. The failure ofthe Holders to maintain such books and accounts shall not in 

any way relieve or discharge the Purchase Money Note Guarantor of any of its 

obligations hereunder. 

Section 12. Waiver of Remedies. No failure on the part of the Holders 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 Holders 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 Holders under this Agreement and the Purchase 

Money Note against any other party thereto are not conditional or contingent on any 

attempt by the Holders to exercise any of their respective rights under any other 

document against such party or against any other Person. 

Section 13. Termination. This Guaranty Agreement shall remain in fuJI force 

and effect with respect to the Purchase Money Note Guarantor until, and shall terminate 

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

Obligations and the termination or cancellation of the Purchase Money Note in 

accordance with its terms. 

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

to the Purchase Money Note Guarantor shall be deemed to include their respective 

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

shall inure and upon whom this Guaranty Agreement also shall be binding; provided, 

that, the Purchase Money Note, the Purchase Money Note Guarantor may not assign or 

transfer its obligations hereunder to any person without the prior written consent of the 

Holders of one hundred percent (100%) of the outstanding principal balance of the 

7 

AmTrust - Purchase Money Note Guaranty Agreement 

EXECUTION VERSJON 
Purchase Money Note and any such assignment or other transfer to which such Holders 

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

Section 15. Amendments. No amendment of any provision of this Guaranty 

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

Note Guarantor and the Holders of more than fifty percent (50%) of the outstanding 

principal balance of the Purchase Money Note; provided that any amendment, waiver or 

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

any Holder, or (b) release the Purchase Money Note Guarantor from all or any part ofits 

obligation to make each and every payment under this Guaranty Agreement, shall not be 

effective unless it is in writing and signed by each affected Holder, 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. All payments to be made by the Purchase Money Note 

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

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

funds by 12:00 p.m. New York time on the date that is one Business Day prior to the 

applicable Distribution Date or Maturity Date; provided that the Purchase Money Note 

Guarantor has received written demand therefor by the applicable Holder or by the 

Paying Agent on such Holder's behalf, in each case in substantially the form attached 

hereto as Exhibit A, no later than 5:00 p.m. New York time on the date that is four 

Business Days prior to such Distribution Date or Maturity Date. The deposit of any such 

payments by the Purchase Money Note Guarantor into the Defeasance Account pursuant 

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

Agent to the Holders shall constitute payment in satisfaction of this Section with respect 

to the Guaranteed Obligations. 

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

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

provisions of this Guaranty Agreement shall be in writing and shall be mailed or 

delivered to the applicable address or electronic mail address of the parties specified 

below for such Person or to such other address or electronic mail address as shall be 

designated by such party in a notice to the other parties. All such notices and other 

communications shall be deemed to be given or made upon the earlier to occur of 

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

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

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

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

form of delivery is subject to the provisions of this paragraph), when delivered. In no 

event shall a voice mail message be effective as a notice, communication or confirmation 

hereunder. 

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

8 

AmTrust - Purchase Money Note Guaranty Agreement 

EXEC UTION VERSION 
Manager, Capital Markets & Resolutions 

Federal Deposit Insurance Corporation 

550 17th Street, N.W. 

Room F-7014 

Washington, D.C. 20429 

Attention: Ralph Malami 

Email address: Rmalami@fdic.gov 

with a copy to: 

Senior Counsel 


FDIC Legal Division 


Litigation and Resolutions Branch, Receivership Section 


Special Issues Unit 


3501 Fairfax Drive (Room E-7056) 


Arlington, VA 22226 


Attention: David Gearin 


Email address: Dgearin@fdic.gov 


Address for notices or communications to the Initial Holder: 

Manager, Capital Markets & Resolutions 


Federal Deposit Insurance Coq.10ration 


550 17th Street, N.W. 


Room F-7014 


Washington, D.C. 20429 


Attention: Ralph Malami 


Email address: Rmalami@fdic.gov 


with a copy to: 

Senior Counsel 


FDIC Legal Division 


Litigation and Resolutions Branch, Receivership Section 


Special Issues Unit 


3501 Fairfax Drive (Room E-7056) 


Arlington, VA 22226 


Attention: David Gearin 


Email address: Dgearin@fdic.gov 


Section 19. Severability. Any provision of this Guaranty Agreement that is 

prohibited or unenforceable in any jurisdiction shall be ineffective, but such 

ineffectiveness shall be limited as follows: (a) if such provision is prohibited or 

unenforceable in such jurisdiction only as to a particular person or entity or persons or 

entities and/or under any particular circumstance or circumstances, such provision shall 

be ineffective, but only in such jurisdiction and only with respect to such particular 

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

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

9 

AmTrust- Purchase Money Note Guaranty Agreement 

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

prohibition or unenforceability, and such prohibition or unenforceability in such 

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

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

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

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

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

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

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

other reason) such court shall have the power to, and shall, (x) modify such provision 

(including, without limitation, to the extent applicable, by limiting the duration or scope 

of such provision and/or the persons or entities against whom, and/or the circumstances 

under which, such provision shall be effective in such jurisdiction) for purposes of such 

proceeding to the minimum extent necessary so that such provision, as so modified, may 

then be enforced in such proceeding and (p) enforce such provision, as so modified 

pursuant to clause (q), in such proceeding. Nothing in this Section 19 is intended to, or 

shall, limit (x) the ability of any party to this Guaranty Agreement to appeal any court 

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

Section 10. 

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

Agreement are inserted only as a matter of convenience and for reference and in no way 

define, limit, extend or describe the scope of this Guaranty Agreement or the intent of 

any provisions hereof. All Section, paragraph and clause references contained herein 

shall refer to Sections, paragraphs and clauses in this Guaranty Agreement unless 

otherwise specified. 

Section 21. Limitation of Liability. Neither the Holders nor any of their 

respective affiliates, officers, directors, employees, attorneys, or agents, shall have any 

liability with respect to, and the Purchase Money Note 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 Note 

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

Agreement or any of the transactions contemplated hereby. The Purchase Money Note 

Guarantor hereby waives, releases, and agrees not to sue the Holders or any of their 

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

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

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

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

NOTE GUARANTOR AND EACH HOLDER 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 GUARANTY 

AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED 

BEFORE A JUDGE SITTING WITHOUT A JURY. 

Section 23. Jurisdiction; Venue and Service. 

10 

AmTrust - Purchase Money Note Guaranty Agreement 

EXECUTION VERSION 
(a) Each Holder (ifsuch Holder is not the FDIC; any Holder that is not 

the FDIC, a "Non-FDIC Holder'), on behalf of itself and its Affiliates, hereby 

irrevocably and unconditionally: 

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

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

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

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

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

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

this Guaranty Agreement or any 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 Note Guarantor or the FDIC Holder files the suit, 

action or proceeding without the consent of the Purchase Money 

Note Guarantor or the FDIC Holder, as applicable; 

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

District Court for the Southern District ofNew York or the United 

States District Court for the District ofColumbia; 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 ofColumbia 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 Note Guarantor or the FDIC Holder arising 

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

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 Note Guarantor or the FDIC Holder, as 

applicable; 

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

State ofNew York; or 

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

an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by any Non-FDIC 

Holder, or its Affiliates against the Purchase Money Note Guarantor or the FDIC 

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

Ancillary Document in only either the United States District Court for the 

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AmTrust - Purchase Money Note Guaranty Agreement 

EXECUTION VERSION 
Southern District ofNew 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 Note Guarantor or the FDIC Holder, as applicable, and 

agrees to consent thereafter to transfer of the suit, action or proceeding to either 

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

United States District Court for the District of Columbia at the option of the 

Purchase Money Note Guarantor or the FDIC Holder, as applicable; and 

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

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

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

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

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

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

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

applicable. 

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

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

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

court of competent jurisdiction. 

(c) Subject to the provisions of Section 23(d), each Holder, on behalf 

of itself and its Affiliates, and the Purchase Money Note 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 j urisdiction in 

any court by the FDIC, other than as expressly provided in Section 23(a)(iii) and 

Section 23Ca)(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. Counterparts; Facsimile Signature. This Guaranty Agreement may 

be executed in two (2) or more counterparts, each of which shall be deemed an original 

but all of which together shall constitute but one and the same agreement. This Guaranty 

Agreement and any amendments hereto, to the extent signed and delivered by facsimile 

or other electronic means, shall be treated in all manner and respects as an original 

agreement and shall be considered to have the same binding legal effect as if it were the 

original signed version thereof delivered in person. No signatory to this Guaranty 

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

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

through the use of a facsimile machine or other elect ronic means as a defense to the 

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AmT rust - Purchase Money Note Guaran ty Agreement 

EXECUT ION V E RSION 
formation or enforceability of a contract, and each such person or entity forever waives 

any such defense. 

[Signature page follows.] 

13 

AmTrust - Purchase Money Note G uaranty Agreement 

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

intending to legally bound, have caused this Purchase Money Note Guaranty Agreement 

to be duly executed. 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

as 

FEDERAL DEPOSIT INSURANCE CORPORATION, 


as 

By: 

. . 

AmTrust - Purchase Money Note Guaranty Agreement 

EXECUTION VERSION 
EXHIBIT A 


Form of Payment Request 

[See attached] 

A m T rust - Purchase Money Note Guaranty Agreemen t 

EXECUTION VERSION 
AMTRUST-NP SFR VENTURE, LLC 


PAYMENT REQUEST- NOTE GUARANTY 


The following request is made pursuant to 


the Purchase Money Note Guaranty Agreement 


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


the Federal Deposit Insurance Corporation, as Receiver 


for AmTrust Bank of Cleveland, Ohio, 


dated as of July 25, 2010. 


Request Date: 

Date Funds Required: 

Reason for Request (l ) 

Payment Required: 

Tota l Payment Required A 

Funds Available for Payment B 

Shortfall- Amount Due from FDIC on Guaranty 

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

A-B 

Certification of Custodian and Paving Agent 

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

and complete. 

Name: 

Title: 

Date 

Wire Instructions 

2 


AmTrust - Purchase Money Note Guaranty Agreement 

EXECUTION VERSION