Multibank Structured Transaction 2009-1 RES-ADC ... · FOR VALUE RECEIVED, Multibank 2009-1 RES-ADC Venture, LLC, a Delaware limited liability company (herein referred to as the ''Issuer"),

Multibank Structured Transaction 2009-1 RES-ADC Execution Version

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 STATES 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 ACCEPTA OF THIS PURCHASE MONEY NOTE, REPRESENTS THAT IT HAS OBTA THIS PURCHASE MONEY NOTE IN A TRANSACTION IN COMPLIAN ITH THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OTHE PPLICABLE LAWS OF THE UNITED STATES OR ANY OTHER JUR 0 D THE RESTRICTIONS ON SALE AND TR FE THE CUSTODIAL AND PAYING AGENCY AGREE NT D T T S PURCHASE MONEY NOTE (THE ''CUSTOD L D PA AGEN GREEMENT''). THE HOLDER HEREOF, BY ITS A TANCE THIS PUR SE MONEY NOTE, FURTHER REPR AC WLE E AND AGR HAT IT WILL NOT REOFFER, E TH WISE TRAN THIS PURCHASE MONEY 0 ES EREIN) EXCEPT COMPLIANCE WITH E INVESTMENT COMPANY ACT AND A HER Y JURISDICTION AND IN ACCORD C I THER REQUIREMENTS SPECIFIE I THE T Y AGREEMENT REFERRE HEREIN (A) E (I) AT IS A ''QUALIFIED PURCHAS WITHIN THEM C ION 3(c)(7) OF THE INVESTME OMPANY AC G OR ITS OWN ACCOUNT OR FOR THE AC T OF A Q D FIE ASER, (2) THAT (I) WAS NOT FORMED FOR URPOSE VESTING IN THE ISSUER (EXCEPT WHEN EACH BENEFICIA 0 NER OF E PURCHASER IS A QUALIFIED PURCHASER), (II) H~ R D HE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS I E P CHASER IS A PRIVATE INVESTMENT COMPANY FORMED BEFORE APRIL 30, 1996, (Ill) 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 AND (V) AGREES TO PROVIDE NOTICE TO ANY SUBSEQUENT TRANSFEREE OF THE TRANSFER RESTRICTIONS PROVIDED IN THIS LEGEND AND (3) THAT IS A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A ''QUALIFIED

Multibank Structured Transaction 2009-1 RES-ADC Globai!Un-certiticated Purchase Money Note Rule 144A A-I 468-003/ AGR/2439350.4

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 (I) THAT IS NOT A U.S. PERSON (AS DEFINED IN REGULATIONS OF THE SECURITIES ACT) AND IS ACQUIRING THIS PURCHASE MONEY NOTE IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATIONS OF THE SECURITIES ACT) IN COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATIONS 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 , IN A PRINCIPAL AMOUNT OF NOT LESS THAN U.S.$500,000 FOR 'J; PURCHASER AND FOR EACH ACCOUNT FOR WHICH IT IS ACTING. EAC RCHASER OR TRANSFEREE OF THIS PURCHASE MONEY NOTE I BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND A ENT T FORTH IN THE CUSTODIAL AND PAYING AGENCY AGR E

R BLE EXCEPT IN IN AND IN THE

OR TRANSFER EFFECT,

E TO TRAN ANY lNG ANY INSTR CTIONS TO

AGENT OR ANY URCHASEMONEYNOTE

ESTRICTIONS SET FORTH

PRINCIPAL OF THIS P CHASE 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 HEREIN) WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD OF ITS HOLDING AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) EITHER (A) IT IS

Multibank Structured Transaction 2009-1 RES-ADC 2 Global/Un-certitlcated Purchase Money Note Rule 144A A-I 468-003/AGR/2439350 4

NOT, AND IS NOT ACTING ON BEHALF OF OR USING THE ASSETS OF, A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("'ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE ·'CODE''), OR A FOREIGN, GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY FOREIGN, FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, HOLDING (INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF RIGHTS HEREUNDER) AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 4 4975 OF THE CODE (OR, IN THE CASE OF A FORE! CHURCH PLAN, A VIOLATION OF ANY SUBSTANT FEDERAL, STATE OR LOCAL LAW).

F ERISA OR SECTION GOVERNMENTAL OR L Y SIMILAR FOREIGN,

PURCHASE MONEY IS WRONGFUL

AN INTEREST DBYAN

S AGENT

7 1273 AND 1275 OF THE .__,..__..,,"'E OED, THIS PURCHASE MONEY

IG E DISCOUNT. YOU MAY T INSURANCE CORPORATION AT 550 17TH

INGTON, D.C. 20429, ATTENTION: RALPH VIDE YOU WITH THE ISSUE PRICE AND

S 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 W9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A ''UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 770l(A)(30) OF THE CODE OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A ·'UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 770l(A)(30) OF THE 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.

Multibank Structured Transaction 2009-1 RES-ADC 3 Globai/Un-certiticated Purchase Money Note Rule 144A A-I 468-003/ AGR/2439350.4

INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN MINIMUM DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$1 IN EXCESS THEREOF.

Multibank Structured Transaction 2009-1 RES-ADC 4 Global/Un-certitlcated Purchase Money Note Rule 144A A-I 468-003/ AGR/2439350.4

PURCHASE MONEY NOTE

Certificate No.: NT CL A-1 144A

!SIN No.:

CUSIPNo.:

$110,698,466.00 February 9, 2010

FOR VALUE RECEIVED, Multibank 2009-1 RES-ADC Venture, LLC, a Delaware limited liability company (herein referred to as the ''Issuer"), hereby unconditionally promises to pay to the order of Cede & or its successors and registered assigns, the principal sum of $110,698,466.00 0 e Hundred Ten Million Six Hundred Ninety-Eight Thousand Four Hundred Sixty-Six 001100 United States Dollars) (or such other amount as shall be the nding p ·n ipal amount ofthis Purchase Money Note shown on Schedule A he e t shall accrue on the outstanding principal amount of this Pur e ntire outstanding principal amount of this Purchase M ey p able on February 25, 2012 (the ·'Maturity Date") or sue ear · a become due and payable pursuant to the terms of this

ot IS p able in such co a currency of is legal tender for p yment of

ssuer with respect to this Purchase y n set forth in Section 5.1 ofthe

of ary 9, 20 1 0 by and among the ·nan c acity, the ''FDIC"), in its

e one otes, the FDIC, as receiver · ted on h ule B hereto (in its separate

ch r ceivership, the ''Receiver"), the t pu the Reimbursement, Security and

g Bank, N.A. (as amended, supplemented or and inc! di g any substantially similar agreement entered into

L"l'Mi::.s.s.l.;ltlr cu odian and paying agent, the "'Custodial and Paying Agency Agreemen ' T · urchase 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, the Custodial and Paying Agency Agreement.

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 pursuant to 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 pursuant to the Custodial and Paying Agency Agreement or any Ancillary

Multibank Structured Transaction 2009-1 RES-ADC 5 Global/Un-certiticated Purchase Money Note Rule 144A A-I 468-003/ AGR/2439350.4

http:0,698,466.00http:110,698,466.00

Documents or under any certificate or other writing delivered in connection therewith, against the Paying Agent or the Servicer or any of their Affiliates.

Payments on this Purchase Money Note will be made by the Paying Agent by wire transfer of immediately available funds to such account as may be specified from time to time by the Holder 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 any payment of principal of, or any other amount owed by the Issuer pursuant to, this u hase Money Note becomes due and payable on a day other than a Business Day, them t ity thereof shall be extended to the next succeeding Business Day

t o certain collections t fo h in the Custodial and

I

fo e ·strati on and transfer, duly nsfer duly executed by, the

r ed i · ing. Upon surrender of this ith the name, address and other

gent shall promptly register the nex ote and deliver the same to the

~~H'!fie shall be effective upon registration of to registration of such a transfer, the Person in is registered shall be deemed the owner and nd the Issuer shall not be affected by any notice

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 ofthe ownership of and the loss, theft, destruction or mutilation ofthis 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 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

Multibank Structured Transaction 2009-1 RES-ADC 6 Global/Un-certitlcated Purchase Money Note Rule 144A A-I 468-003/ AGR/2439350.4

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

The occurrence or continuance of any one or more of the following events, whether such occurrence is voluntary or involuntary or comes about or is effected by operation of Law or otherwise, shall constitute an ''Event of Default" pursuant to this Purchase Money Note:

(a) the occurrence of any ''Event of Default," as defined in the Reimbursement, Security and Guaranty Agreement; or

(b) the Issuer (i) makes an assign men r the benefit of creditors; (ii) files a voluntary petition for relief in any Insolvency Pro e ing (as defined in the Reimbursement and Security Agreement); (iii) is adjudge b krupt or insolvent or there

Insolv n Proceeding; (iv) files a

......,~'Lve t of Default specified in paragraph (a) above, the Holder may, with the conse the rchase Money Notes Guarantor, and the Holder shall, at the direction of the Purchase Money Notes Guarantor, in addition to any other available remedy, by notice in writing to the Issuer, declare this Purchase Money Note to be immediately due and payable, together with any other amounts owed by the Issuer pursuant to this Purchase Money Note, and on delivery of such a notice, the unpaid principal amount of this Purchase Money Note and any other amounts owed by the Issuer pursuant to this Purchase Money Note, 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 an Event of Default specified in paragraph (b) above occurs, this Purchase Money Note shall forthwith automatically become immediately due and payable, both as to principal and as to any other amounts owed by the Issuer pursuant to this Purchase Money Note, without any

Multibank Structured TransactiOn 2009-1 RES-ADC 7 Global!Un-certificated Purchase Money Note Rule 144A A-I 468-003/ AG R/2439350.4

action on the part of the Holder and without the consent of the Purchase Money Notes Guarantor.

If and to the extent the Purchase Money Notes Guarantor makes any payment to the Holder pursuant to or in connection with the Purchase Money Notes Guaranty, 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 pursuant to the Purchase Money Notes Guarant . Upon the request of the Purchase Money Notes Guarantor, the Holder shall exec t written assignments of such claims.

The Issuer shall pay to the Holder here sufficient to pay the Holder's actual and reasona co including without limitation reasonable orne ' fee .

No delay, omission or waiv on pursuant to this Purchase Money Not right ofthe Holder, nor sh lay, deemed a bar to or waiv of_....,_..,,. as otherwise set forth he ei

oney Note are absolute and whatsoever, and the Issuer

demand, counte deferment, dimin ·o Holder hereof or an set forth in Section 5.1

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 (a) actual receipt (or refusal thereof) by the relevant party hereto and (b) (i) if delivered by hand or by nationally recognized courier service, when signed for (or refused) by or on behalf of the relevant party hereto; ii) if delivered

Multibank Structured Transaction 2009-1 RES-ADC 8 Global/Un-certiticated Purchase Money Note Rule 144A A-1 468-003/ AG R/2439350.4

by mail, four ( 4) Business Days after deposit in the mails, postage prepaid; and (iii) 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 pursuant to this Purchase Money Note.

Ifto the Issuer, to:

Multibank 2009-1 RES-ADC Venture, LLC 700 NW 107 Avenue, Suite 400 Miami, Florida 33172 Attention: Thekla Blaser Salzman E-Mail Address: Thekla.Salzman@rialt

with a copy to:

Bilzin Sumberg Baena Price &

200 South Biscayne Bou

Miami, Florida 3313 34

Attention: Alan Ax od

E-Mail Address: AAx

and ifto the Hoi

Senior u FDIC Lega ivisiOn Litigation and Re tions Branch, Receivership Section Special Issues Unit 3501 Fairfax Drive (Room E-7056) Arlington, Virginia 22226 Attention: David Gearin E-Mail Address: [email protected]

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.

Multibank Structured Transaction 2009-1 RES-ADC 9 Globai/Un-certificated Purchase Money Note Rule 144A A-1 468-003/ AGR/2439350.4

http:DGearin(gfdic.govmailto:Thekla.Salzman@rialt

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 ofthe Purchase Money Notes Guaranty.

In any case in which consent of the Holder is required pursuant to the terms of this Purchase Money Note, such consent shall be governed by the provisions of the Custodial and Paying Agency Agreement.

This Purchase Money Note and the rights and th Holder pursuant to this Purchase Money Note shall be go e ed by and construed in accordance with federal law, but if federal law does not pr v e a rule of decision, it shall be governed by and construed in accordance w· e law o t State of New York, excluding any conflict of laws rule or principle e governance or the construction of this Purchase Money No risdiction.

(i Court for the Southern e jurisdiction of the United States

1 action or proceeding against it or any of its A older is the FDIC; the Holder that is the to, or in connection with

aives any right to:

a ert that venue is improper in either the United istrict of New York or the United States District

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

Multibank Structured Transaction 2009-1 RES-ADC 10 Globai/Un-certiticated Purchase Money Note Rule 144A A-1 468-003/ AGR/2439350.4

(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 ofthe State ofNew York; or

(C) assert that the Supreme Court of the State ofNew 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 a ncillary Document in only either the United States District Court for the Southern · t "ct of New York or the United States District Court for the District of Columbia, waives any right to remove or transfer such suit, action or proceeding to an her cou o dispute-resolution forum without the consent of the FDIC Holder, and a ereafter to transfer of the suit, action or proceeding to either the U · for the Southern District ofNew York or the United St es D" the option ofthe FDIC Holder; and

(iv) ___

District ofNew York an both lack jurisdiction to above, to bring that suit, New York, and waives a any other co

(c) visions of paragraph (d), each of the Issuer and each Holder, on beha ffiliates, hereby irrevocably and unconditionally agrees that service of all nd summonses in any suit, action or proceeding pursuant to paragraph (a) or 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.

Multibank Structured Transaction 2009-1 RES-ADC I I Global!Un-certiticated Purchase Money Note Rule 144A A-1 468-003/ AGR/2439350.4

EACH OF THE ISSUER AND THE 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 PURCHASE MONEY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

Interests in this Global Note may be exchanged for a beneficial interest in the corresponding Temporary Regulation S Global Note or Regulation S Global Note or for the corresponding Certificated Note, in each case subject to the restrictions as set forth in the Custodial and Paying Agency Agreement.

This Global Note is subject to mandatory excha Certificated Notes under the limited circumstances set fo Agency Agreement.

or the corresponding h ·n the Custodial and Paying

Upon redemption, repayment, exchange by this Global Note, this Global Note sh the reduction of or increase in the pri 1pal

i any interest represented le A hereto to reflect

er by.

cover any t

EFT BLANK]

Multibank Structured Transaction 2009-1 RES-A DC 12 Global/Un-certitlcated Purchase Money Note Rule 144A A-1 468-003/ AGR/2439350.4

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Initial Member as of the date first shown above.

Multibank 2009-1 RES-ADC Venture, LLC

By: Federal Deposit Insurance Corporation, as Receiver for various failed financial institutions listed on Schedule B hereto, as Initial Member

(Signature Page to Global Purchase Money Note Rule 144A (Class A-1 ))

\-1ultibank Structur~d TransactiOn 200'}-1 RES-AOC Giobalfl:n·certiticntcd Pur.:hasc Money Note Rule 144A A· I 468·003;AGRi243935G

SCHEDULE A

SCHEDULE OF EXCHANGES OR REDEMPTIONS

The following exchanges, redemptions, repayments of or increase in the whole or a part of the Purchase Money Notes represented by this Global Note have been made:

Remaining Principal Part of principal amount of amount of this Global

Date exchange/ Original principal this Global Note te following such Notation made by redemption/repayment/ amount of this exchanged/redeemed/ x ange/redemption/ or on behalf of the increase made Global Note repaid/increased p ment/increase Issuer

Multibank Structured Transaction 2009-1 RES-ADC A-1 Global/Un-certiflcated Purchase Money Note Rule 144A A-1 468-003/ AGR/2439350.4

SCHEDULE B

LIST OF VARIOUS FAILED FINANCIAL INSTITUTIONS

Bank Name

Columbian Bank and Trust

Integrity Bank

Silver State Bank

Alpha Bank and Trust

Freedom Bank

Security Pacific Bank

Franklin Bank, SSB

The Community Bank

First Georgia Community Bank

Sanderson State Bank

Haven Trust Bank

1st Centennial Bank

MagnetBank

FirstBa

Corn bel

Omni National B

Integrity Bank

City

Topeka

Alpharetta

Henderson

Alpharetta

Bradenton

KS

GA

FL

OR

GA

GA

FL

State Fund Closing Date

10011 August 22, 2008

10012 August 29,2008

1 0013 September 5, 2008

100 18 October 24, 2008

10019 October 3 1, 2008

10020 November 7, 2008

10021 November 7, 2008

025 December 5, 2008

0 6 December 12, 2008

I 0 ecember 12, 2008

a ary 16, 2009

10030 Ja ary 23, 2009

10031 January 30, 2009

10032 January 30, 2009

I 0036 February 6, 2009

10037 February 13, 2009

I 0038 February 13, 2009

10041 February 20, 2009

1004 7 March 20, 2009

10048 March 27, 2009

10095 July 31, 2009

Multibank Structured Transaction 2009-1 RES-ADC B-1 Global!Un-certificated Purchase Money Note Rule 144A A-I 468-003/ AGR/2439350.4

TIIF. UEPOSITORY TRliST COMI,ANY (DT{") ELIq1t If ( l :s!l' onh>llt\Oltolln "not ondudcd. plea'' P"" ode Ill ( 111 "rotmg of cu''P nllmhl'''· ultc..·r~.·,tlatc,, and fmal matuJita:~ at lca'l ,c..,c:n busuu:'' lia~., prtnr tn the do~mg d~tc

(Please check one) Wells l·argo

Tr~ns!Co Agent NameMunicipal Ocorporate Dltmtted Underwnltng +

ABS DeMo Amy Doyle:

i'hnnc

Please mdocate "hrnl I "ommcr.;oal Code

Payrn~ Agent Name

l'hont·lca'\c mdu:Jh.: \\ hcthcr or Odl the ISSuer ;) a I ':utcd 1\.mgdum cnrrt~

o~ .. Kegostcrcd woth Sl:< ·

Phonel·lo~ohlc tnr r,-,,1,· under rule 14-IA of the '.1.1 Acl

Elo~ohlc liu •e,alc under rule: Rcgula:oon S of the 'J.' act

Issuer td\ln~ on ..,cr11on 3 ,.\7) of the "40 o\.:t

Phonel:~c.:mpt under ar1111hcr c~cmptwn(s)

lmlo.:att" cxeonptHltll' 1

bsutr "'lamelh•u•· llt"\tription:

\h.! !Ibank 2(HI11·1 Rrs :\IX' Vr" rt JRI' IU.

Phone:

I ran>fcr )ossue"'

It l'l'~. F.-1.\T :;

If yc:,, a Lc.:1t~:1 ltl K...:pr~-.c..·ntJIHHh for ru

CONTACT INH>RMATION

AI. IC",

DTC ParflcopJnt .occ·ourll numbcr ro bc crl·drred ar the lime of lntctlacc I 'ndemrotong !Jcpa11nw:nt at the numhcr> P"" oded

dusrng:

If lc>ud lllldi•n•·rit,•r i.\ 111J1 a DTC Purtkpa/11, pleaie pro1•idi• lndt'r"!riter

dearing D TC Purticipulll ill formation. Financl-1 ..\ ·iwr ,§1 "lc:arong DT< · l'.onoupanl ( luri~2 ;;;. Parlicrh.nt

rn

·ont:u..:l Phone AuthoriLed Officer'\ Si.:naturr

• Fnr non-In• r•tmt·nt ~end•• Rule 144,\ l\\ur\, PORTAl. appro• at h rrttuirtd. Contut :'oiASU at (202)7211-11479

http:Iame/h.ulhttp:Parlicrh.nthttp:ptdii1\IUO.If

ClJSIP l;\iFORMATION

cu~ip ~umber I ntcrest H. ate Final:\laturity/ Principal/ Offering

Typt· uf Issue* Initial Offering

2 r--------------3

~

5

6

:11----10~--------------11~--------------12r--------------13 ~--------------

14 r--------------15~--------------16 ~--------------

17r--------------18~--------------19 r--------------20 ~--------------

Expiration Date

0.00% 2/2S/2012

0.00% 212512012

0.00% 2/25/2013

0.00% 2/25/2013

0.00% 2125!2014

0.00°/e 212512014

* c-capital Appreciation, J•=Put, S= Serial. T=Term

llTf' rndcrwriting Department Phone ~umbers:

:\mount -0 T-0 T -0 T -0 T -0 T -0 T

l'rin· (To l'uhllc

DTC Mailing Addresses: Issue Eligibility: Authorization for Closin2: trndef\\·riting Dept \lumc1pal (~1~1855-3704 Closmg (212)!i55-3752 53 54 55 Attenuon· Ehg1b1hty Department

Fa\ (212)855-3726·28 Fax (212)855-3607 The Depository Trust Company l'ndennltin2 Proussing: Department Managers: 55 Water Street, 28th Floor

(21 ~)855-3752/5~ 54 55 (212)855-3793 3733 Ne" York. ~y I0041 -0099 Fa\ (~1~)855-360~ Fa' (212)855-3726 3728

lnterfatelllndcf\\ riling: Delinr) of Securities to DTC ~~ 12)!\55-8820/8821 Anent lnterfaeeilinderwntmg Dept

Fa\ ~~12)X55-S703 po~ The Depository Trust Company

55 Water Street; I SL · ( Undcrwntm~ Sccurtll~s)

~t:" York. SY I oo~ 1-00'.>lJ

---- ----------- -------------------------- -- ------

The Depository Trust Company A sc-:Js c 31)' of :~e Depos,tory r-~st & C earmg Corp::HJt.or

BLANKET ISSUER LETTER OF REPRESENTATIONS (To oe concpieted by Issuer and Co-lssuer(s) :f appl.cabie)

\!ultibank :2009-1 RFS-.-\DC Venture. LLC

Fchruar: lJ. ~U l U

Attention: l nJerwrttlllg Department l"he Depository Trust Company ) ) \\' ater Street. IS I_ :\e\'. Yc'rk. ". Y I OU-ll-0099

Ladies and Gentlemen:

UTC. ~tnJ tu ,tct tn cr represcnh to DTC that i~stit:r Arrangements. as thn rna\ he

'-c>te Venture I I ( \c:hcdulc cr:ll fh.:~lO'-Ilt ln:"-~ur;.uh.:t.: (\1rpc,r;ttJon .t··

Rc--:~...T.. -.:~ !ur V;..uJoth f·:.11kJ ;·ln.ulu.tl .tl:>tlt,ltl.:n .'.:-. ~'Hlk \L.·ntb.l'r .md \Lw~tgcT

Rc.:.:t.:t\cJ anJ .\.:cept

SCIIEDI u: .\

SA:\IPLE OFFERJ:\(; J>O(T:\IE:\T L\:\Cl..\.CE I>ESCH.IBI:\Sitlll"\ (,,,the "'-'dillllL" (;hL· ··sl·.._·urltlL'" .. !- I IlL' SL'L'UrJtll'~ \\Ill be JS~ucd as full,:-rcgrsll·rTd :-,('~,.·unlrL'" IL't.J:·.,flTL'd 111 tih: n.tllh._· l!f I ~.·dec\. l "· iDIC·, pJrtncrsinp nnnltllcCI or such ,Jll .~uthurllcd lcprcsc·t~l~tll\l ,,( Dll ()nc· t'ull\·te~tstc·teJ Scnml\ ccrttlic.~te \\til be tssued l~ll [each tssuc :'jtltc ScTurlttcs. [c·JcLJ 11 111c· .I~~IL'~JIL ptllll'lp~ti Jlll\Hllll nf such JSSUC. ~111d \\Iii be dcpt1Sltl'd \\Jth IJT [It"_ iltl\\L'\LT, the J~~IL'~l:tc' :1rtth.:q>.d .~!lHl·.tnt 1..11 f.111_\ I J:-,::-,Lll..: \...'\..:LL·d, '5:'-!J(I :n1llrun. onL· LLT!Jil·..:atc \\Ill be r~ lh.: \\tth rL·~pct..:t t~..\ ~..·~l~..:h ')~(nl lllll;t\lL ,\1 pt11Kip;JI ;tlll\lll!lt, JtH! ~1!1 ;!dd!tl\\lllt] L'LT~J!-ll'dtl' \\Jl] he h:'-.Lil'd \\!til ;~.,.·:-,t1L'~o.'t ) ~I: IL'Ill~llllli~_:: f1:·lth.'lj):l. .~111\l,Jill l.le'rl!t.!IL' sub.scqucnt tr~mst'crs. ;ill Sccuntrcs dc·pchtlL'd [J, Drrcct P.J11!c·:p.mt.' "tth [)I ( tile· · ...·g.~lL'l;,_',i :r· lhL· :l~llllL' ~,~)· J)lt"~ P~lrtllLT")htp Jltlll)lllL'l'. Cl·ck c\: l'il, \)1 I'\/L'll!l.'plc'Sl'lltllti\c' llf DTC. !'he dc'Jl•lSit tlt' Sc·cunttc's \\ rth J) J'C ,!llll thc·rr IL'~I,t!C~Il

SCIIUH u: .\

( i I h1 nets ·.1 1: I .>c: C:•'' L!·nc: the Sccurtt\ deumcnts. !·or e'IJlllpk. lknertctal 011 ners tlldlc·e· l1. In tile altc:rn~ttl\ c:. Bc:netlcl.tl 011 nc:r> 111~1y \\ tsh to pro\ 1de thctr nalllL'> ;.t!lU · ddrc,se' tu the· rc:gt,tr~:l .md IL'LJUC't th.rt ...:,)piL'" 1Jt' :hltlL'L'~ h~..: pr1.1\ 1Jcd dlr ....·ctl: !\l thcnl.]

!11 Rcdc:mpt:.>n :wttces shall be sent to DTC 'Seeurttlc·s "tth111 .m tssue ~1rc: bc·tng te·de'e·rne·d. IJ I 1· s l'r~IL'llCL' ts 1c·c'lll'lltc·, llt'ic" .tutlil'lled b\ ~~ D1rcc·t l'.trtiCI[J' l n~..kr lh Lhll~1t t11'L'L'dc~rc,. IJII'matb ~Ill UmnthLb Pr•>\\ 1 lhc ()nmthth l'r·>\\ ,1...,-..Jgii-.., l.L'lk \..\.: ('LI.·~ i...'l.1ll~Cll111lg_ lll \i.)lJJlg .Ill'

c:rnlttcd >>11 the re·c,,rd da:c tttknttlicd 111 a IIStlllg

~-

._\:_ ( 1.1 .• 1.11" -..Lh.'h

,Tc'dii I)Jrc·,·t l',tr\ic'lj)Jll\S. llc'C

The Depository Trust Company A subsid1ary ol The Depos1tory Trust & Clearing Corporation

Representations for Rule 1-t..J.-\ Securities

to he included in DTC Letter of Representations

\!ultihank __'009-1 Rt·S- \[)(·Venture. I.l.l

Purchase \-toney \iote due ..'.() 12

Securit) l>e•criplion including •crin d.-i'!n•tion. tf •pplicable

1. 1-;,uer rerre-;enh that at ti1e time of initial regi>tr:Hicln 111 the 1 SecuritieS \\ere Leg:.lily or C'ontractu:lily Rc:strictt:d Sc:cur .' cl:g1bk '-'ecurities .-\c! of 1933. as am..:ndc:d (the --sc:curitic:s .\ct .. I. c ide: i~d b' . that '':h ditlc:r~nt from any Cl'SIP or C!NS identific; a y :;ccurities of the same clas~ that \\ere nut Legally or Contractually R-estricted Sec a a CLSIP or CINS tlknttticatioll number is obtained for all unrestr:cted sccur d1ffe ent from any CliSII' ''r UNS ickntiticatiunnumber assignc:d to a l ega II> ll CC'I1 prc>mptl\ 111 the event that 1t 1s un:1bic.: to do su Is.

llfllltl;lg 'i1C t!,Cilt:r.

hav 1ng Sec un ti rc':ipc'Cl uf the S th:ll :>I C doe.,

.:1 '-It ln~ur:u1cl" c·orpor ,JtJull ,,.., !\...:~·,:1\L"r J(,r \ .tn~Hh f::J.Jkd: if1,Lh.:i.:l in,tJtu:Jn··,,

., "'l 1 il.' \ L:wb...:r :wJ \ h:L!g~r

R.cu:l'- c:J and .·\cc.:rtcd IIIF OFPOSITOR\ IRl '-T

A ( By:

\uthor11rd Offirrr', Sign-.rurr

----;~_;,~'AcP :~_!1t:1_f~t;:J 2 1'1 l1o Prill! '\,In\


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 STATES 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 ACCEPTA OF THIS PURCHASE MONEY NOTE, REPRESENTS THAT IT HAS OBTA THIS PURCHASE MONEY NOTE IN A TRANSACTION IN COMPLIAN ITH THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OTHE PPLICABLE LAWS OF THE UNITED STATES OR ANY OTHER JUR I 0 D THE RESTRICTIONS ON SALE AND T FE ET THE CUSTODIAL AND PAYING AGENCY AGREE NT D T T S PURCHASE MONEY NOTE (THE ''CUSTOD L D PA AGEN GREEMENT''). THE HOLDER HEREOF, BY ITS A TANCE THIS PUR SE MONEY NOTE, FURTHER REPR AC WLE E AND AGR HAT IT WILL NOT REOFFER, E TH WISE TRAN THIS PURCHASE MONEY 0 ES EREIN) EXCEPT COMPLIANCE WITH C E INVESTMENT COMPANY ACT AND A HER Y JURISDICTION AND IN ACCORD C I T THER REQUIREMENTS SPECIFIE I THE T Y AGREEMENT REFERRE HEREIN (A) E (1) AT IS A ''QUALIFIED PURCHAS WITHIN THEM C ION 3(c)(7) OF THE INVESTME OMPANY AC G OR ITS OWN ACCOUNT OR FOR THE AC T OF A Q D FIE ASER, (2) THAT (I) WAS NOT FORMED FOR URPOSE VESTING IN THE ISSUER (EXCEPT WHEN EACH BENEFICIA 0 NER OF E PURCHASER IS A QUALIFIED PURCHASER), (II) HA: R D HE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS I E r CHASER 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 AND (V) AGREES TO PROVIDE NOTICE TO ANY SUBSEQUENT TRANSFEREE OF THE TRANSFER RESTRICTIONS PROVIDED IN THIS LEGEND AND (3) THAT IS A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A ''QUALIFIED

Multibank Structured Transaction 2009-1 RES-ADC Globai!Un-certitlcated Purchase Money Note Rule 144A A-2 468-003/ AGR/2439096.4

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 (I) THAT IS NOT A U.S. PERSON (AS DEFINED IN REGULATIONS OF THE SECURITIES ACT) AND IS ACQUIRING THIS PURCHASE MONEY NOTE IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATIONS OF THE SECURITIES ACT) IN COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATIONS 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 , IN A PRINCIPAL AMOUNT OF NOT LESS THAN U.S.$500,000 FOR 1' PURCHASER AND FOR EACH ACCOUNT FOR WHICH IT IS ACTING. EAC RCHASER OR TRANSFEREE OF THIS PURCHASE MONEY NOTE I BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND A ENT T FORTH IN THE CUSTODIAL AND PAYING AGENCY AGR E



Multibank Structured Transaction 2009-1 RES-ADC 2 Global/Un-certiticated Purchase Money Note Rule 144A A·2 468-003/ AGR/2439096.4

NOT, AND IS NOT ACTING ON BEHALF OF OR USING THE ASSETS OF, A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (''ERISA'') OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE ''CODE"), OR A FOREIGN, GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY FOREIGN, FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, HOLDING (INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF RIGHTS HEREUNDER) AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 4 4975 OF THE CODE (OR, IN THE CASE OF A FORE! CHURCH PLAN, A VIOLATION OF ANY SUBSTANT FEDERAL, STATE OR LOCAL LAW).

F ERISA OR SECTION GOVERNMENTAL OR L Y SIMILAR FOREIGN,

PURCHASE MONEY IS WRONGFUL

AN INTEREST DBYAN

S AGENT

FORT 7 1273 AND 1275 OF THE INTERNAL ~.--,v•E DED, THIS PURCHASE MONEY NOTE IS BEl IG E DISCOUNT. YOU MAY CONTACT THE T INSURANCE CORPORATION AT 550 17TH STREET, N.W., R INGTON, D.C. 20429, ATTENTION: RALPH MALAM!, AND THE VIDE YOU WITH THE ISSUE PRICE AND THE YIELD TO MATUR S 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 W9 (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 CODE OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A ''UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 770l(A)(30) OF THE 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.

Multibank Structured TransactiOn 2009-1 RES-A DC 3 Globai/Un-ceniticated Purchase Money Note Rule 144A A-2 468-003/ AGR/2439096.4

INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN MINIMUM DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$1,000 IN EXCESS THEREOF.

Multibank Structured Transaction 2009-1 RES-A DC 4 Globai/Un-certificated Purchase Money Note Rule 144A A-2 468-003/ AGR/2439096.4

PURCHASE MONEY NOTE


ISINNo.:

CUSIP No.:

$221,000,000.00 February 9, 2010

FOR VALUE RECEIVED, Multibank 2009-1 RES-ADC Venture, LLC, a Delaware limited liability company (herein referred to as the ''Issuer"), hereby unconditionally promises to pay to the order of Cede & or its successors and registered assigns, the principal sum of $221,000,000.00 T o Hundred Twenty-One Million and 00/100 United States Dollars) (or such other a nt as shall be the outstanding principal amount ofthis Purchase ey Note h wn on Schedule A hereto). No interest shall accrue on the outstanding prin · I f is Purchase Money Note. The entire outstanding principal a oney Note shall be due and payable on February 25, 2013 (t 'M u h arlier date as such amount shall become due and paya rchase Money Note.

currency of


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 pursuant to the Custodial and Paying Agency Agreement or any Ancillary

Multibank Structured Transaction 2009-1 RES-ADC 5 Globai/Un-certificated Purchase Money Note Rule 144A A-2 468-003/ AGR/2439096.4

http:000,000.00http:221,000,000.00

Documents or under any certificate or other writing delivered in connection therewith, against the Paying Agent or the Servicer or any of their Affiliates.

Payments on this Purchase Money Note will be made by the Paying Agent by wire transfer of immediately available funds to such account as may be specified from time to time by the Holder 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 any payment of principal of, or any other amount owed by the Issuer pursuant to, this u hase Money Note becomes due and payable on a day other than a Business Day, them t ity thereof shall be extended to the next succeeding Business Day

t o certain collections t fo h in the Custodial and

nex ~~~~oAuome shall be effective upon registration of

to registration of such a transfer, the Person in is registered shall be deemed the owner and nd the Issuer shall not be affected by any notice

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 ofthe ownership of and the loss, theft, destruction or mutilation ofthis 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 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

Multibank Structured TransactiOn 2009-1 RES-ADC 6 Global/Un-certitlcated Purchase Money Note Rule 144A A-2 468-003/AGR/24390964

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

The occurrence or continuance of any one or more of the following events, whether such occurrence is voluntary or involuntary or comes about or is effected by operation of Law or otherwise, shall constitute an ''Event of Default" pursuant to this Purchase Money Note:

(a) the occurrence of any ''Event of Default," as defined in the Reimbursement, Security and Guaranty Agreement; or

(b) r the benefit of creditors; (ii) e ing (as defined in the

Proceeding; (iv) files a r ngement, composition,

aw; (v) seeks, consents

"'""'~.___ve t of Default specified in paragraph (a) above, the Holder may, with the conse the rchase Money Notes Guarantor, and the Holder shall, at the direction of the Purchase Money Notes Guarantor, in addition to any other available remedy, by notice in writing to the Issuer, declare this Purchase Money Note to be immediately due and payable, together with any other amounts owed by the Issuer pursuant to this Purchase Money Note, and on delivery of such a notice, the unpaid principal amount of this Purchase Money Note and any other amounts owed by the Issuer pursuant to this Purchase Money Note, 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 an Event of Default specified in paragraph (b) above occurs, this Purchase Money Note shall forthwith automatically become immediately due and payable, both as to principal and as to any other amounts owed by the Issuer pursuant to this Purchase Money Note, without any

Multibank Structured Transaction 2009-1 RES-ADC 7 Global!Un-certitlcated Purchase Money Note Rule 144A A-2 468-003/ AGR/2439096.4

action on the part of the Holder and without the consent of the Purchase Money Notes Guarantor.

If and to the extent the Purchase Money Notes Guarantor makes any payment to the Holder pursuant to or in connection with the Purchase Money Notes Guaranty, 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 pursuant to the Purchase Money Notes Guarant . Upon the request of the Purchase Money Notes Guarantor, the Holder shall exec t written assignments of such claims.

The Issuer shall pay to the Holder here sufficient to pay the Holder's actual and reasona including without limitation reasonable orne ' fee .

No delay, omission or waiv on pursuant to this Purchase Money Not right of the Holder, nor sh lay, deemed a bar to or waiv of as otherwise set forth he ei

oney Note are absolute and hatsoever, and the Issuer

demand, counte deferment, dimin 'o Holder hereof or an

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 (a) actual receipt (or refusal thereof) by the relevant party hereto and (b) (i) if delivered by hand or by nationally recognized courier service, when signed for (or refused) by or on behalf of the relevant party hereto; ii) if delivered

Multibank Structured Transaction 2009-1 RES-ADC 8 Global/Un-certificated Purchase Money Note Rule 144A A-2 468-003/AGR/2439096.4

by mail, four (4) Business Days after deposit in the mails, postage prepaid; and (iii) 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 pursuant to this Purchase Money Note.

If to the Issuer, to:

Multibank 2009-1 RES-ADC Venture, LLC 700 NW 107 Avenue, Suite 400 Miami, Florida 33172 Attention: Thekla Blaser Salzman

E-Mail Address: -=-T.=..:.h=-"ekc:;l=a=.S=a=lz"-'-m:.:.:a=.on===~~==

with a copy to:

Bilzin Sumberg Baena Price &

200 South Biscayne Bou

Miami, Florida 3313 34

Attention: Alan Ax od

E-Mail Address: AAx

and ifto the Hoi

Senior u FDIC Lega iv1slon Litigation and Re tions Branch, Receivership Section Special Issues Unit 3501 Fairfax Drive (Room E-7056) Arlington, Virginia 22226 Attention: David Gearin E-Mail Address: [email protected]

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.

Multibank Structured Transaction 2009-1 RES-A DC 9 Global/Un-certificated Purchase Money Note Rule 144A A-2 468-003/AGR/2439096.4

http:DGearin(gfdic.gov

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 ofthe Purchase Money Notes Guaranty.


This Purchase Money Note and the rights and th ties of the Issuer and the Holder pursuant to this Purchase Money Note shall be go e ed by and construed in accordance with federal law, but if federal law does not pr v e a rule of decision, it shall be governed by and construed in accordance w · e law o t State of New York, excluding any conflict of laws rule or principle e governance or the construction ofthis Purchase Money No risdiction.

(i Court for the Southern e jurisdiction of the United States

1 action or proceeding against it or older is the FDIC; the Holder

to, or in connection with aives any right to:

a ert that venue is improper in either the United States District Court for istrict of New York or the United States District Court for the District o Colum,.,"""-'--'"""'

(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.


Multibank Structured Transaction 2009-1 RES-ADC 1 0 Globai!Un-certitlcated Purchase Money Note Rule 144A A-2 468-003/ AGR/2439096.4




(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 a ncillary Document in only either the United States District Court for the Southern · t 'ct of New York or the United States District Court for the District of Columbia, waives any right to remove or transfer such suit, action or proceeding to an her cou o dispute-resolution forum without the consent of the FDIC Holder, and a onse t ereafter to transfer of the suit, action or proceeding to either the U · for the Southern District of New York or the United St es D · the option ofthe FDIC Holder; and

(iv) .---......_ District of New York an both lack jurisdiction to above, to bring that suit, New York, and waives a any other co

(c) visions of paragraph (d), each of the Issuer and each Holder, on beha ffiliates, hereby irrevocably and unconditionally agrees that service of all nd summonses in any suit, action or proceeding pursuant to paragraph (a) or 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.


Multibank Structured Transaction 2009-1 RES-ADC 1 1 Global/Un-certi!lcated Purchase Money Note Rule 144A A-2 468-003/AGR/24390964

EACH OF THE ISSUER AND THE 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 PURCHASE MONEY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.


This Global Note is subject to mandatory excha Certificated Notes under the limited circumstances set fo Agency Agreement.

or the corresponding h ·n the Custodial and Paying

Upon redemption, repayment, exchange by this Global Note, this Global Note sh the reduction of or increase in the pri 1pal

i any interest represented le A hereto to reflect

er by.

cover any t

EFT BLANK]

Multibank Structured Transaction 2009-1 RES-A DC 12 Globai/Un-certitlcated Purchase Money Note Rule 144A A-2 468-003/ AGR/2439096.4




[Signature Page to Global Purchase Money Note Rule 144A (Class A-2)]

Multi bank Structured Transaction 2009-1 RES-AllC Global.'Un-ccrtJficalcd Purchase Money Note Rule 144A .>.-2 46S-O(I.l!AGR-'2439096

SCHEDULE A




Date exchange/ Original principal this Global Note te following such Notation made by redemption/repayment/ or on behalf of the increase made

amount of this exchanged/redeemed/ x ange/redemption/ Global Note repaid/increased p ment/increase Issuer

Multibank Structured Transaction 2009-1 RES-ADC A-1 Global/Un-certitlcated Purchase Money Note Rule 144A A-2 468-003/ AGR/2439096.4

SCHEDULE B


Bank Name


Integrity Bank

Silver State Bank


Freedom Bank


Franklin Bank, SSB

The Community Bank

First Georgia Community Ba


Haven Trust Bank

Integrity Bank

City

Topeka

Alpharetta

Henderson

Alpharetta

Bradenton

Atlanta

Jupiter

State .Fund Closing Date

KS 1 00 11 August 22, 2008

GA 10012 August 29,2008

NV 10013 September 5, 2008

1 00 18 October 24, 2008

10019 ·October 31, 2008

10020 November 7, 2008

10021 November 7, 2008

I 0022 November 21, 2008

10025 December 5, 2008

1

I . December 12, 2008

uary 16, 2009

anuary 23, 2009

I 0031 January 30, 2009

10032 January 30, 2009

I 0036 February 6, 2009

10037 February 13,2009

FL I 0038 February 13, 2009

OR 10041 February 20, 2009

GA I 004 7 March 20, 2009

GA I 0048 March 27, 2009

FL 10095 July 31, 2009

Multibank Structured Transaction 2009-1 RES-ADC B-1 Globai!Un-certiticated Purchase Money Note Rule 144A A-2 468-003/ AGR/2439096.4

TIIF. UEPOSITORY TRlfST COMI•ANY (DT(') ELIt x 'uhrnrtt I ( · 111 ""''"!.! ot n'''fl numhc1-.., lllll"ll"\1 rate,, and fmal 11i3tUllllt:S atlc;J~t !'lt:\rn bus111cs~ day., pnor to the ,,:lu~mg ,Jatc

(Please check one) Wells Farl!O

Tran~!Cr A~,tcnt NameMunicipal Ocorporate Oumrted Underwnlrng +

Ass DeMo Amy Doyle

Transfer A!!cnt ( ·onraer i'honc

Please rndrcate >'hethor or not the rssuc 1s a ·,ccunty" as such term IS

clincalr:

/f !'£·.'· FAST:;

CONTACT llWORMATIO~

BARCLAYS J"(. at lra\l OllC hlhtne~:.. \lay hclon.: lhhlllg I'" add11:nnal rnfom1a:1 pro\ldcd

-:losrng:

If h•ad rmdt'rwritt'r i.~ 11111 a DTC Particpunt, please pr01•id•• I nder"riter clearing DTC Participalll i11jormatinn. Finane· I A ·i•nr

'· 'learrng DTC l'.rrtr~rpant §crurir J:. Parttdn•n•

AY

Phone Authori~ed Officer'~ Si~nalurt'

·~·or non-lnH\IIll

ClJSIP ll'iFORMATION

7

8

9

10

II

12

13

14

15

16

17

18

19

20

DTC Mailing Addresses:

2

3

" 0.00% 2/25/2013 0 T 5

6

Final.\laturit~.' Principal I Offering Initial Offering cu~ip ~umhcr I ntere!>t Rate Typt· of Issue*

Ex~iration Date .-\mount l'riCl' (To 1•uhllc

0.00% 2/25/2012 0 T

0.00% 2/25/2012 0 T r--------0.00% 2/25/2013

-

r--------0.00% 2/25/2014

-

o.oo•;. 2/25/2014 0 T

* C~apital Appreciation. P=Put. S= Serial. T=Term

DTC rnderwriting Department Phone Numbers:

--

0 T -

0 T -

lssur Eligibilit~:

Mumctpal

Fa\

l'ndrrwritln~ Procrsslng:

Fa\

lntrrfatc!Undcrwriling:

Ll\

Authorization for Closing:

( ~ 121855-3 704 Closmg (212)855-3752 53 5~ 55

(:212)855-3726 28 Fax (212)855-3607 Department Managrrs:

1212 )855-3752i53 q 55 (212)855-3793 3733

(212)855-360' Fa' (212)855-3726·3728

( 212 )855-8820. 8821 (212)855-870.~ 870

l:ndrrwriting Dept

Allenllon Ehgtbthty Department

The Depository Trust Company

55 Water Street, 28th Floor

NeY. York. ~y I00~ 1-0099

Dell\'f~· of Seturltlrs to DTC Allen! lnterfaceiUndcrwrtllng Dept

The Depository Trust Company

55 Water Street: I SL - ( Undcrwnlln!! Sccunlles) "it:" York. "iY 11~1-0099

The Depository Trust Company .:.... SuJS.Ctary cf ~~e Depos~to~y T~ust & :.eanng Corp:>ra~t8i

BLANKET ISSUER LETTER OF REPRESENTATIONS (To oe cor,-.p;eted by Issuer and Co-lssL-er(s) if appl.caOie)

\!ultibank =009-l RFS-:\DC Venture. LLC ~----- ---------------------------,-------:---:----,---,--------------------------

:. '\..tnJt: \d. 1'>:->Ut.:f J!lJ c~ )-\:-,~LJCf( '> ), tf 3pp:i(Jhk)

h.:hruar;. lJ . .20 l 0

:\ttt:ntion: l nderwnting Department The Depository Trust Company 5) Watc: Street_ I Sl. \t:\\ Yurk. \Y lUO-ll-0099

Ladies and (icntkmen:

!~suer ~hall reque~t lll be

[) TC ~tnJ tu ,Jet 1n cr rcprescnb tu DTC that i~~Ltt:r .\rrangemcnts. ::~ rhl'\ rn:t\ :'c

'\._,l{_e Venture I U '),·hcdulc

R~cc..:l\ c: (pr V~HJOlb f· J.1kJ Fm.u1u,il ~~~ut,.u,:n:.. ,-" -.;,,)c \!ember .111d \t.lllagcr

1~1an~r.s. !h'

Recc1 v cJ and Accepted THE DF.POSITORY TRLST COMPA~Y

,_ .) : ..:utra. U.:p\!'"lll 1:l:--.L~:t:1-.:;.,_· ~ :;··,:-.Ill+·

'\ ... :. . "'' :·

SCIIEDI l.L .-\

S..\:\IPLE OFFERI:\G DOCl.:\IE:\T 1...\:\CI ACE DESCRIBI:\G BOOK-E:\TRY-0:\L \ ISSl'..\:\CE

l"nc lkpo"t"r' Trust Ccnnp'lll) ( .. DlC''i. ''" Ye>rk. \Y. \\:II act''' sc:Ctlds and prm ll:n hSLI" ell l S Jtld llllll-1 .S. e'ejllll\ '"Ill''. ,·nrpnrllll' :md muntctpal ckht 1 lie'S , nd :noncl ll I l , p;~rttc:p.tnls t .. Utrc·ct l'al'ttc'tp;~nts .. ) e:cpe,; [)tree'\ l'::rttL'tp;~nts ,·,f s;~lcs .md e)th~cr,_..___ hc>ul---e'Il\1'\ t:·.:nstc:rs ;~::d pkdgc llL'Cj Ill!' pi-:~ .... :~..:.:: Iihl\L'lllt.':lt (lf \L'CUI111L':-, ~..:CrtJ!) 'll lll'> hJ\lkLT" ,;:h! lk',liLT-.... ll~J!1k.~. trust ('t)tllp.i!HC. h ,1 \\jh,]i_'-IJ\\:1Cl;

,ul":d::u 1 ut' I he· llcp\lSllc.>n ·1 '\c~t:un.tl :icc'urtt:cs Clcar:ng ('

(kaicT-;, h:lll~S. tn"t Ccll)lj1dllte·-;, ,tnd th a D:rect l'al1tclp:tllt. l'tllleT d:re·ctll ng .. \.\.\. I he· D I"C Ruk, .ippl:c:,b:c· \lull' lllllllilldllllll ~tilclllt llll C.J:ll'e'

Ll'l he· llJdJC L)\ e>l th!clllt'h DtlCcl l':,::tctpdtib. J'hL· U\\ll(r~hlp llltCn...::-.t ~...)).l'J...2h ~h...':L.t! pU!(h~,:)..._'! 11' c>n the D:re.:t and lnd:r e·ct l':::·::c:p.u:t' : c,· .. rc!' 1)'1(. elf t:1c1r purchJ,e. lktlL't':cul ()\\ne·:, die.

!1\)\$.._'\l'J". L'$)L'I,.'lL·d Ill l"L'l'L'l\ \\f

-..t.lll'!llL'Ilh ,lr'tl~cJr lh)ldmgs. tl·unl

:h~.,_· \Liii ..... IL'\\!1\~ rr~m~r'cr~ {)r U\\1\CI"":! l ~Ill the SccuntJL':O. ~lfl' tu he a(L'Ot11piJshcd h: L'IF!"ll' .... Jll,ak \1]\ ti\1...'

h," >k' "f I)::e:,·t :llht In d llc'c·t I' .t!1t c1 pl•llb act tng 011 be:halt' '' 1· Bene l.tct ..d U\\ :rcr'. Hcne: ;c t.:l U\\ ne·t , " til 11 .. t JC,.l'll l .

..._·crtJli~..·~lk'-' lL'prc .... cnt:ng their l)\\:ll:"I~hlp 111tCJ('')tS Ill Sc~..:untJc:,. C\CL'p: ill the C\l'llt t!ldt d:,L' urt:lL' ht._hl~- ••:ntr: ">\'->lL'lll

J~l] tilL· ~l·..._'lll :t!L'\ \') dl')L"OJltl!lllL'J.

-L I ,1 ''"'till.tte· sub-;cqucnt transfers. all ~c·cur:lle' ctcpusJ!c'd b1 D:rcct l\u1tclp.ti

SCIIEIH I.E.\

l 11\e\~lllc'c' ,,; llllces a:Hi ,llhcr cummuniCJlllndtrcct Parttc·tpants. and by Dtrcct Parttctpants and Indtrcet I'art te·tpanb to lknc r·tct ~~1 ll the· ll'Crd date (tdClllllicd Ill a J:st111g

c>l

'.\ 1:!J :O.l'L'llrlt IL'"> ! l'~\)l.l]l.">lhllll:

: .._·,jtl i l L'llh'l'.t ._, ~I WdCL'L'd". dhtr:b,llh1!h..llhl di\ idL'llL!

j'~,l! lliL'llh tl) (. uthott/cci teprCSL'lll,tll\L' •>I [JJ( I ' !ilL 1L'">j111Jh:hJ :,, D11ee'l l'.llllc'lp.tn:, \\1:1 hL :l:e le''JhlllStbtith uf 01111i'llcluk-cnlr\·nnil ttan,!C:rs :h:·.,ugh [)f'( (lll, 'l.,·,·c·ss,>r o,e·e·urtttc' de·pSll•lJ'\ ). In th:llL'Ient. Securtt\ L'CrllficalL'S \\til be: prllltcd and dclt\eTL'd 1

The Depository Trust Company A subsrdrary of The Depository Trust & Clear~ng Corporatron

Representations for Rule 14-t\ Serurities

to he included in DTC Letter of Representations

\ lulttbank :2UU9-l RES-.\UC \ t.'ntun:. LLC

Pure hast: \1oncy \iotc Juc :::1) I'

1. Issuer reprcscnh that at the time of 1111tial registratinn ir then '-;ccurtttcs \\ere l ega11y or luntractual1;. Rcstr:ct::d Sccur· e!i"rble :msfer under Ruk 1-1-+A under the Sccurit:es .·\ct elf 193:1. :L~ arncndcd 1the ··sc..:untic·s :\ct"). a Jcr1 · ed O]: ( th:tt \\:h different from :rn; Cl SIP or CI'..S ick:Hrftc..,..,... ____. :1 y s.:curities !

·1c: h .•I "" rlt.T-.hip ur' sur.:h Secur:t:es. \vJtho:lt ·\ e:ll \\ kd:.!,e that DTC shall treat an: Partie-: pant

r·:b~Jttons 1and voting r:ghts. It am 1 :n ·curitiec;. [c,suer ~md .·\gent ~-~C0?-!111/C:

:·~,rh>:1,:hrlrty tD. mon1:or "r ac;ccr::un 1!1,· ,·,,mplt:mce llf ,1 \ >:' t ,,. fn"' 'lllll,. 1~1) of Rule ! \ L\. th) .. ·-: nthc:t c:-...l·mpttons frum clt c:r ,f.'tc: .•r t~dc:ral securities lct\\s: or lr.:Jtrl !he:

\l.;llli'.lll~ ?Oii'/-1 R.LS-..\])(' \'cn:urc:. l.U l·...:dtr

ilil•J::tl(~·.. :' -....;~~~ ....· VkJ ~h.:r .lnJ \tana~~rRe, Cl' c:d .md .\cccptt:d

TilE DEPOSITORY TRl ST ( h~utr

,

:-:,·,· \..::-:

.J ("'


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 STATES 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 ACCEPTA OF THIS PURCHASE MONEY NOTE, REPRESENTS THAT IT HAS OBTA THIS PURCHASE MONEY NOTE IN A TRANSACTION IN COMPLIAN ITH THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OTHE PPLICABLE LAWS OF THE UNITED STATES OR ANY OTHER JUR I 0 D THE RESTRICTIONS ON SALE AND TR FE ET THE CUSTODIAL AND PAYING AGENCY AGREE NT D T T S PURCHASE MONEY NOTE (THE ''CUSTOD L D PA AGEN GREEMENT"). THE HOLDER HEREOF, BY ITS A TANCE THIS PUR SE MONEY NOTE, FURTHER REPR AC WLE E AND AGR HAT IT WILL NOT REOFFER, E G TH WISE TRAN THIS PURCHASE MONEY 0 ES EREIN) EXCEPT COMPLIANCE WITH C E INVESTMENT COMPANY ACT AND A HER Y JURISDICTION AND IN ACCORD C I T THER REQUIREMENTS SPECIFIE I THE T Y AGREEMENT REFERRE HEREIN (A) E (1) AT IS A ''QUALIFIED PURCHAS WITHIN THEM C ION 3(c)(7) OF THE INVESTME OMPANY AC G OR ITS OWN ACCOUNT OR FOR THE AC T OF A Q D FIE ASER, (2) THAT (I) WAS NOT FORMED FOR URPOSE VESTING IN THE ISSUER (EXCEPT WHEN EACH BENEFICIA 0 NER OF PURCHASER IS A QUALIFIED PURCHASER), (II) HA: D HE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS I E f> CHASER IS A PRIVATE INVESTMENT COMPANY FORMED BEFORE APRIL 30, 1996, (Ill) 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 AND (V) AGREES TO PROVIDE NOTICE TO ANY SUBSEQUENT TRANSFEREE OF THE TRANSFER RESTRICTIONS PROVIDED IN THIS LEGEND AND (3) THAT IS A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A ''QUALIFIED

Multibank Structured Transaction 2009-1 RES-ADC Global/Un-certiticated Purchase Money Note Rule 144A A-3 468-003/ AGR/2439384.4

INSTITUTIONAL BUYER" AS DEFINED IN RULE I44A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A ''QUALIFIED INSTITUTIONAL BUYER'' IN COMPLIANCE WITH RULE I44A UNDER THE SECURITIES ACT OR (B) TO A TRANSFEREE (I) THAT IS NOT A U.S. PERSON (AS DEFINED IN REGULATIONS 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 REGULATIONS 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 , IN A PRINCIPAL AMOUNT OF NOT LESS THAN U.S.$500,000 FOR 'J; PURCHASER AND FOR EACH ACCOUNT FOR WHICH IT IS ACTING. EAC RCHASER OR TRANSFEREE OF THIS PURCHASE MONEY NOTE BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND A ENT T FORTH IN THE CUSTODIAL AND PAYING AGENCY AGR E



Multibank Structured Transaction 2009-1 RES-A DC 2 Global/Un-certitlcated Purchase Money Note Rule 144A A-3 468-003/AGR/2439384 4

NOT, AND IS NOT ACTING ON BEHALF OF OR USING THE ASSETS OF, A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("'ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE ''CODE"), OR A FOREIGN, GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY FOREIGN, FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, HOLDING (INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF RIGHTS HEREUNDER) AND DISPOSITION OF THIS PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 4 4975 OF THE CODE (OR, IN THE CASE OF A FORE! CHURCH PLAN, A VIOLATION OF ANY SUBSTANT FEDERAL, STATE OR LOCAL LAW).

F ERISA OR SECTION GOVERNMENTAL OR LY SIMILAR FOREIGN,

PURCHASE MONEY N IS WRONGFUL

AN INTEREST DBYAN

S AGENT

FORT 7 1273 AND 1275 OF THE INTERNAL ~.-.,v•E OED, THIS PURCHASE MONEY NOTE IS BEl IG E DISCOUNT. YOU MAY CONTACT THE T INSURANCE CORPORATION AT 550 17TH STREET, N.W., R INGTON, D.C. 20429, ATTENTION: RALPH MALAM!, AND THE VIDE YOU WITH THE ISSUE PRICE AND THE YIELD TO MATUR S 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 W9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A ''UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 770l(A)(30) OF THE CODE OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W8 (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 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.

Multibank Structured Transaction 2009-1 RES-A DC 3 Globai!Un-certificated Purchase Money Note Rule 144A A-3 468-003/ AGR/2439384.4

INTERESTS IN THIS GLOBAL NOTE MUST BE HELD IN MINIMUM DENOMINATIONS OF U.S.$500,000 AND INTEGRAL MULTIPLES OF U.S.$1,000 IN EXCESS THEREOF.

Multibank Structured Transaction 2009-1 RES-ADC 4 Global/Un-certiticated Purchase Money Note Rule 144A A-3 468-003/ AGR/2439384.4

PURCHASE MONEY NOTE


!SIN No.:

CUSIPNo.:

$110,000,000.00 February 9, 2010

FOR VALUE RECEIVED, Multibank 2009-1 RES-ADC Venture, LLC, a Delaware limited liability company (herein referred to as the "'Issuer"), hereby unconditionally promises to pay to the order of Cede & or its successors and registered assigns, the principal sum of $110,000,000.00 0 e Hundred Ten Million and 001100 United States Dollars) (or such other amount as sh I e the outstanding principal amount of this Purchase Money Note shown o edule 1\ eto). No interest shall accrue on the outstanding principal amount oft ey Note. The entire outstanding principal amount of this Pur I e due and payable on February 25, 2014 (the "'Maturi D ") o rlier s ch amount shall become due and payable pursuant t the rms of ·s

The principal of thi~-·"·'' the United States of Am

or currency of ment of


The Holder, by acceptance ofthis Purchase Money Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the rights of the Issuer pursuant to the Custodial and Paying Agency Agreement or any Ancillary Documents or under any certificate or other writing delivered in connection therewith, against the Paying Agent or the Servicer or any of their Affiliates.

Multibank Structured Transaction 2009-1 RES-ADC 5 Global/Un-certitlcated Purchase Money Note Rule 144A A-3 468-003/ AGR/2439384.4

http:10,000,000.00http:110,000,000.00

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 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 pursuant to, this Purchase Money Note becomes due and payable on a day other than a Business Day, the aturity thereof shall be extended to the next succeeding Business Day.

This Purchase Money Note is limited in right of pa nt to certain collections and recoveries respecting the Loans, all as mo 'fica)) e forth in the Custodial and Paying Agency Agreement. As provided in he ing Agency Agreement, deposits and withdrawals fl the e ade by the Paying Agent from time to time for purpose othe th Holder.

This Purchase Money Note is surrender to the Paying A requested transfer) of thi Pu endorsed by, or accomp registered holder hereof Purchase MoiW"'I""''"'"'-li informatio transfer, re transferee. the transfer

Upon request by ra eo his Purchase Money Note that a new Purchase Money Note be issued or up by the Issuer of evidence reasonably satisfactory to it ofthe ownership of and the loss, theft, destruction or mutilation ofthis 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 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.

Multibank Structured Transaction 2009-1 RES-A DC 6 Global/Un-certitlcated Purchase Money Note Rule 144A A-3 468-003/ AGR/2439384.4

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," as defined in the Reimbursement, Security and Guaranty Agreement; or

(b)

, rrangement, composition, y Law; (v) seeks, consents ida tor of the Issuer or of

arrangement, compositi

nt o specified in paragraph (a) above, the P rchase Money Notes Guarantor, and the Holder

oney Notes Guarantor, in addition to any other ng the Issuer, declare this Purchase Money Note to

be immediately due and pay her with any other amounts owed by the Issuer pursuant to this Purchase Money Note, and on delivery of such a notice, the unpaid principal amount of this Purchase Money Note and any other amounts owed by the Issuer pursuant to this Purchase Money Note, 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 an Event of Default specified in paragraph (b) above occurs, this Purchase Money Note shall forthwith automatically become immediately due and payable, both as to principal and as to any other amounts owed by the Issuer pursuant to this Purchase Money Note, without any action on the part of the Holder and without the consent of the Purchase Money Notes Guarantor.

Multibank Structured Transaction 2009-1 RES-ADC 7 Global/Un-certi!lcated Purchase Money Note Rule 144A A-3 468-003/ AGR/2439384.4

If and to the extent the Purchase Money Notes Guarantor makes any payment to the Holder pursuant to or in connection with the Purchase Money Notes Guaranty, the Purchase Money Notes Guarantor shall be subrogated to all of the rights ofthe 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 pursuant to the Purchase Money Notes Guaranty. Upon the request of the Purchase Money Notes Guarantor, the Holder shall execute written assignments of such claims.

The Issuer shall pay to the Holder hereof such a sufficient to pay the Holder's actual and reasonable costs including without limitation reasonable attorneys' fees.

ase Money Note are a solute and stance whatsoever, and the Issuer

ke, all payments pursuant to this ect to principal or any other

ote, without notice, demand, co n teme t, suspension, limitation, deferment, the Issuer may have against the Holder hereo espects to the priority of payment

n,.~WIPU Agency Agreement, and the Issuer any defense (other than payment in accordance

er !aim, setoff or recoupment, or other right which it ._,..~""'-"...- or ny other Person.

All notices, requests, demands, and other communications required or permitted to be given or delivered under or by reason of the provisions ofthis 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 (a) actual receipt (or refusal thereof) by the relevant party hereto and (b) (i) if delivered by hand or by nationally recognized courier service, when signed for (or refused) by or on behalf of the relevant party hereto; ii) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; and (iii) if delivered by electronic mail (which form of delivery is subject to the provisions of this

Multibank Structured Transaction 2009-1 RES-ADC 8 Global/Un-certi!icated Purchase Money Note Rule 144A A-3 468-003/ AG R/2439384.4

paragraph), when delivered. In no event shall a voice mail message be effective as a notice, communication or confirmation pursuant to this Purchase Money Note.

lfto the Issuer, to:

Multibank 2009-1 RES-ADC Venture, LLC 700 NW 107 Avenue, Suite 400 Miami, Florida 33172 Attention: Thekla Blaser Salzman E-Mail Address: [email protected]

with a copy to:

Bilzin Sumberg Baena Price & Axelrod LL: 200 South Biscayne Boulevard, 2500 Miami, Florida 33131-5340 Attention: Alan Axelrod E-Mail Address: AAx od

Litigat1 a s Branch, Receivership Section Special Iss mt 3501 Fairfax On oom E-7056) Arlington, Virginia 22226 Attention: David Gearin E-Mail Address: [email protected]

In case any one or more of the provisions hereof should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability ofthe 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.

Multibank Structured Transaction 2009-1 RES-ADC 9 Global!Un-certificated Purchase Money Note Rule 144A A-3 468-003/ AGR/2439384.4

http:Thekla.Salzman(frialtocapital.commailto:[email protected]

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 Purchase Money Notes Guaranty.


This Purchase Money Note and the rights and the duties of the Issuer and the Holder pursuant to this Purchase Money Note 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 Ia the State ofNew York, excluding any conflict of laws rule or principle that migh r er the governance or the construction of this Purchase Money Note to the law of an tH r jurisdiction.

(a) Each of the Issuer and ea Holder is not the FDIC; any Holder that is not the FDIC, n behalf of itself and its Affiliates, irrevocably and uncond"

(i) Court for the Southern DisteJtl'·-~

tion or procee gainst it or Holder is the FDI , the Holder

relating to, or in connection with n and waives any right to:

suit, action or proceeding to court hich the FDIC Holder files

f he FDIC Holder;

that ve e is improper in either the United ew York or the United States District

sert that the United States District Court for the Southern District of New Y or..-.."'-'-'- United States District Court for the District of Columbia is an inconvenient forum.



Multibank Structured Transaction 2009-1 RES-ADC 1 0 Global/Un-certi!icated Purchase Money Note Rule 144A A-3 468-003/ AGR/2439384.4



(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 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 c or dispute-resolution forum without the consent of the FDIC Holder, and agrees to co s t thereafter to transfer of the suit, action or proceeding to either the United States Distn t ourt for the Southern District of New York or the United States Dist · ourt fo h District of Columbia at the option ofthe FDIC Holder; and

both lack jurisdiction to hear a suit, a io above, to bring that suit, ac,!;,jf--.J-' New York, and waives a ri any other court or dispu -r

ch o -FDIC Holder, on behalf of itself "tio I agrees that any final judgment

entered ag "thin paragraph (a) above may be enforce


EACH OF THE ISSUER AND THE 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

Multibank Structured Transaction 2009-1 RES-ADC 1 1 Globai!Un-certitlcated Purchase Money Note Rule 144A A-3 468-003/ AGR/2439384.4

PURCHASE MONEY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.


This Global Note is subject to mandatory exchange for the corresponding Certificated Notes under the limited circumstances set forth in the Custodial and Paying Agency Agreement.

Upon redemption, repayment, exchange of or inc a in any interest represented by this Global Note, this Global Note shall be endorsed on edule A hereto to reflect the reduction of or increase in the principal am evidenc d

Title to Purchase Money Notes s the Purchase Money Notes Register kept by the Purchase initially shall be the Paying Agent.

Multibank Structured Transaction 2009-1 RES-ADC 12 Global!Un-certiticated Purchase Money Note Rule 144A A-3 468-003/ AGR/2439384.4




(Signature Page to Global Purchase Money Note RegS (Cia:;s A·3>]

Multtbank Structured Transact1on 2009-l RES-ADC Temporary Global Purchas~ Money ~ote RegS A-3 48-003: AGR/243

SCHEDULE A




Date exchange/ this Global Note te following such Notation made by redemption/repayment/

Original principal or on behalf of the

increase made amount of this exchanged/redeemed/ x ange/redemption/

repaid/increased p ment/increase IssuerGlobal Note

Multibank Structured Transaction 2009-1 RES-ADC A-I Global/Un-certillcated Purchase Money Note Rule 144A A-3 468-003/ AGR/2439384.4

SCHEDULE B


Bank Name


Integrity Bank

Silver State Bank


Freedom Bank


Franklin Bank, SSB

The Community Bank

First Georgia Community Ba


Haven Trust Bank

Cor

Integrity Bank

City

Topeka

Alpharetta

Henderson

Alpharetta

Bradenton

Atlanta

Jupiter

KS GA

NV

CA

UT

FL

OR

GA

GA

FL

State Fund Closing Date

I 0011 August 22, 2008

10012 August 29,2008

10013 September 5, 2008

10018 October 24, 2008

1 00 19 October 31, 2008

10020 November 7, 2008

10021 No