CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

AGREEMENT OF DEFINITIONS - CRE VENTURE 2011-1 STRUCTURED AGREEMENT OF DEFINITIONS - CRE VENTURE 2011-1 STRUCTURED 


TRANSACTION TRANSACTION 


Dated as of August 10, 2011 Dated as of August 10, 2011 


CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION
TABLE OF CONTENTS TABLE OF CONTENTS 


Page Page 

ARTICLE I Certain Definitions. 22 


Section 1.1. Definitions Section 1.1. Definitions. 22 


Section 1.2. Rules of Construction . 7070 


ARTICLE II Miscellaneous . 7171 


Section 2.1. Enforceability of this Agreement . 7171 


Section 2.2. Expenses . 7171 


Section 2.3. Waivers and Amendments Section 2.3. Waivers and Amendments . 7171 


Section 2.4. Counterparts; Facsimile Signatures . 71 
 71

Section 2.5. Successors and Assigns Section 2.5. Successors and Assigns . 7171 


Section 2.6. Compliance With Law; Severability. 7272 


Section 2.7. Jurisdiction; Venue and Service. 7272 


Section 2.8. Waiver of Jury Trial Section 2.8. Waiver of Jury Trial. 7474 


Section 2.9. Governing Law . 7474 


CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
AGREEMENT OF DEFINITIONS - CRE VENTURE 2011-1 STRUCTURED AGREEMENT OF DEFINITIONS - CRE VENTURE 2011-1 STRUCTURED 


TRANSACTION TRANSACTION 


THIS AGREEMENT OF DEFINITIONS - CRE VENTURE 2011-1 STRUCTURED THIS AGREEMENT OF DEFINITIONS - CRE VENTURE 2011-1 STRUCTURED 

TRANSACTION (as the same may be amended or modified from time to time in accordance TRANSACTION (as the same may be amended or modified from time to time in accordance 

with the terms hereof, this with the terms hereof, this "Agreement"), "Agreement"),is made and entered into as of the Closing Date, by is made and entered into as of the Closing Date, by 

and among: (i) the and among: (i) the FEDERAL DEPOSIT INSURANCE CORPORATION FEDERAL DEPOSIT INSURANCE CORPORATION in its capacity as in its capacity as 

the Receiver, as the "Transferor" as defined herein (in such capacity, the the Receiver, as the "Transferor" as defined herein (in such capacity, the "Transferor"); "Transferor"); (ii) the (ii) the 

FEDERAL DEPOSIT INSURANCE CORPORATION FEDERAL DEPOSIT INSURANCE CORPORATION in its capacity as the Receiver, as the in its capacity as the Receiver, as the 

"Initial Member" as defined herein (in such capacity, the "Initial Member" as defined herein (in such capacity, the "Initial Member"); "Initial Member"); (iii) (iii) COLFIN 

2011 CRE FUNDING, LLC, 2011 CRE FUNDING, LLC, a Delaware limited liability company (the a Delaware limited liability company (the "Private Owner"); "Private Owner"); (iv) (iv) 

CRE VENTURE 2011-1, LLC, CRE VENTURE 2011-1, LLC, a Delaware limited liability company (the a Delaware limited liability company (the "Company"); "Company");(v) the (v) the 

FEDERAL DEPOSIT INSURANCE CORPORATION FEDERAL DEPOSIT INSURANCE CORPORATION in its capacity as the Receiver, and as in its capacity as the Receiver, and as 

the PMN Agent under the Reimbursement, Security and Guaranty Agreement (in such capacity, the PMN Agent under the Reimbursement, Security and Guaranty Agreement (in such capacity, 

or any successor PMN Agent, the or any successor PMN Agent, the "PMN Agent"); "PMN Agent"); and (vi) and (vi) WELLS FARGO BANK, WELLS FARGO BANK, 

NATIONAL ASSOCIATION, NATIONAL ASSOCIATION, a national banking association, (the a national banking association, (the "Bank"). "Bank"). All capitalized All capitalized

terms used herein (and that are defined herein) shall have the meanings and definitions set forth terms used herein (and that are defined herein) shall have the meanings and definitions set forth

in this Agreement. in this Agreement. 

WHEREAS, the Transferor and the Company have entered into that certain Contribution WHEREAS, the Transferor and the Company have entered into that certain Contribution 

Agreement; Agreement; 

WHEREAS, the Private Owner, the Initial Member and the Company have entered into WHEREAS, the Private Owner, the Initial Member and the Company have entered into 

that certain Private Owner Interest Sale Agreement; that certain Private Owner Interest Sale Agreement; 

WHEREAS, the Company, the PMN Agent, the Initial Member, the Private Owner and WHEREAS, the Company, the PMN Agent, the Initial Member, the Private Owner and 

the Bank have entered into that certain Custodial and Paying Agency Agreement; the Bank have entered into that certain Custodial and Paying Agency Agreement; 

WHEREAS, the Company, the Initial Member and the Private Owner have entered into WHEREAS, the Company, the Initial Member and the Private Owner have entered into 

that certain LLC Operating Agreement; that certain LLC Operating Agreement;

WHEREAS, the Company, the PMN Agent and the Initial Member have entered into that WHEREAS, the Company, the PMN Agent and the Initial Member have entered into that 

certain Reimbursement, Security and Guaranty Agreement; and certain Reimbursement, Security and Guaranty Agreement; and 

WHEREAS, each party to this Agreement is a party to one or more of the Core WHEREAS, each party to this Agreement is a party to one or more of the Core 

Agreements, and the parties hereto wish to adopt the definitions in this Agreement as the Agreements, and the parties hereto wish to adopt the definitions in this Agreement as the 

definitions of capitalized terms in the Core Agreements. definitions of capitalized terms in the Core Agreements. 

NOW, THEREFORE, in consideration of the premises and the other covenants and NOW, THEREFORE, in consideration of the premises and the other covenants and 

conditions contained herein, and for other good and valuable consideration the receipt and conditions contained herein, and for other good and valuable consideration the receipt and 

sufficiency of which are hereby acknowledged, each party which has executed this Agreement sufficiency of which are hereby acknowledged, each party which has executed this Agreement 

agrees as follows: agrees as follows: 

CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
ARTICLE I ARTICLE I 

Certain Definitions Certain Definitions 

Section 1.1. Definitions. Unless otherwise defined in the respective Core Agreement, Section 1.1. Definitions.Unless otherwise defined in the respective Core Agreement, 

the following terms in the Core Agreements shall have the meanings and definitions hereinafter the following terms in the Core Agreements shall have the meanings and definitions hereinafter 

respectively set forth. respectively set forth.

"Acceptable Investment Rating" "Acceptable Investment Rating" means any of the highest three rating categories that means any of the highest three rating categories that 

may be assigned to any security, obligation or entity by the Rating Agencies. may be assigned to any security, obligation or entity by the Rating Agencies.

"Acceptable Rating" "Acceptable Rating"means, in each case with respect to construction loan servicers or means, in each case with respect to construction loan servicers or 

special loan servicers of commercial and/or residential mortgage loans (or the applicable ratings special loan servicers of commercial and/or residential mortgage loans (or the applicable ratings 

category that includes such loans), (i) a rating of "Average (Select Servicer List)" (or better) or category that includes such loans), (i) a rating of "Average (Select Servicer List)" (or better) or 

other comparable rating by Standard and Poor's Ratings Service, (ii) a rating of Level 3 Servicer other comparable rating by Standard and Poor's Ratings Service, (ii) a rating of Level 3 Servicer 

Rating (or better) or other comparable rating by Fitch, Inc., or (iii) a rating of "Approved" or Rating (or better) or other comparable rating by Fitch, Inc., or (iii) a rating of "Approved" or 

"Average" (or better) or other comparable rating by Moody's Investors Service. "Average" (or better) or other comparable rating by Moody's Investors Service. 

"Account Control Agreement" "Account Control Agreement" means one or more Account Control Agreements (in means one or more Account Control Agreements (in 

substantially the form set forth in Exhibit N to the Custodial and Paying Agency Agreement) substantially the form set forth in Exhibit N to the Custodial and Paying Agency Agreement) 

(other than, for the avoidance of doubt, the Private Owner Pledged Account Control Agreement), (other than, for the avoidance of doubt, the Private Owner Pledged Account Control Agreement), 

among the Company, the Bank and the PMN Agent. among the Company, the Bank and the PMN Agent. 

"Accountants" "Accountants"shall mean the independent certified public accountants of the Company. shall mean the independent certified public accountants of the Company. 

"Accounting Records" "Accounting Records"means the general ledger, supporting subsidiary ledgers and means the general ledger, supporting subsidiary ledgers and 

schedules, and loan servicing system records of the Receiver. schedules, and loan servicing system records of the Receiver. 

"Accounts" "Accounts"means the Company Accounts and the Private Owner Pledged Account. means the Company Accounts and the Private Owner Pledged Account. 

"Acquired Property" "Acquired Property" means, collectively, Company Acquired Property and Receiver means, collectively, Company Acquired Property and Receiver 

Acquired Property. For the avoidance of doubt, Company Acquired Property and Receiver Acquired Property. For the avoidance of doubt, Company Acquired Property and Receiver 

Acquired Property each include: (i) all related rights, powers or Liens of any Ownership Entity Acquired Property each include: (i) all related rights, powers or Liens of any Ownership Entity 

in, to or under the Collateral Documents and or Asset Documents; (ii) all rights of the Receiver, in, to or under the Collateral Documents and or Asset Documents; (ii) all rights of the Receiver, 

any Failed Bank, the Company or any Ownership Entity pursuant to any Contract for Deed or in any Failed Bank, the Company or any Ownership Entity pursuant to any Contract for Deed or in 

or to the real property that is subject to any such Contract for Deed; (iii) all rights of the or to the real property that is subject to any such Contract for Deed; (iii) all rights of the 

Receiver, any Failed Bank, the Company or any Ownership Entity pursuant to any lease or in or Receiver, any Failed Bank, the Company or any Ownership Entity pursuant to any lease or in or

to the related leased property; (iv) all rights of the Receiver, any Failed Bank, the Company or to the related leased property; (iv) all rights of the Receiver, any Failed Bank, the Company or 

any Ownership Entity under the Related Agreements (to the extent relating to such Company any Ownership Entity under the Related Agreements (to the extent relating to such Company 

Acquired Property or Receiver Acquired Property and not otherwise relating to or included in a Acquired Property or Receiver Acquired Property and not otherwise relating to or included in a

Loan); (v) all rights of the Receiver, any Failed Bank, the Company or any Ownership Entity to Loan); (v) all rights of the Receiver, any Failed Bank, the Company or any Ownership Entity to 

any Deficiency Balance or any Deficiency Judgment Claim with respect to such Deficiency any Deficiency Balance or any Deficiency Judgment Claim with respect to such Deficiency 

Balance (in each case to the extent relating to such Company Acquired Property or Receiver Balance (in each case to the extent relating to such Company Acquired Property or Receiver 

Acquired Property and not otherwise relating to or included in a Loan); (vi) all rights of the Acquired Property and not otherwise relating to or included in a Loan); (vi) all rights of the

Receiver, any Failed Bank, the Company or any Ownership Entity to any Underlying Loan; (vii) Receiver, any Failed Bank, the Company or any Ownership Entity to any Underlying Loan; (vii) 

all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
or being pursued by or for the benefit of the Receiver, any Failed Bank, the Company or any or being pursued by or for the benefit of the Receiver, any Failed Bank, the Company or any 

Ownership Entity with respect to any of the foregoing or the ownership, use, function, value of Ownership Entity with respect to any of the foregoing or the ownership, use, function, value of 

or other rights pertaining to any of the foregoing, whether arising by way of counterclaim or or other rights pertaining to any of the foregoing, whether arising by way of counterclaim or 

otherwise, other than any claims retained by the Receiver pursuant to Section 2.7 of the otherwise, other than any claims retained by the Receiver pursuant to Section 2.7 of the 

Contribution Agreement; and (viii) all guaranties, warranties, indemnities and similar rights in Contribution Agreement; and (viii) all guaranties, warranties, indemnities and similar rights in 

favor of the Receiver, any Failed Bank, the Company or any Ownership Entity with respect to favor of the Receiver, any Failed Bank, the Company or any Ownership Entity with respect to 

any of the foregoing; provided, that, for purposes of any Transaction Document other than the any of the foregoing; provided, that, for purposes of any Transaction Document other than the 

Contribution Agreement, any such Receiver Acquired Property, and any of the foregoing rights, Contribution Agreement, any such Receiver Acquired Property, and any of the foregoing rights, 

powers or Liens of (or in favor of) the Receiver or any Failed Bank, shall be included in (and powers or Liens of (or in favor of) the Receiver or any Failed Bank, shall be included in (and

considered part of) the Acquired Property only the extent such Receiver Acquired Property and considered part of) the Acquired Property only the extent such Receiver Acquired Property and 

rights, powers or Liens are transferred to the Company pursuant to the Contribution Agreement rights, powers or Liens are transferred to the Company pursuant to the Contribution Agreement 

(and not otherwise subsequently transferred back to the Receiver). (and not otherwise subsequently transferred back to the Receiver). 

"Acquired Property Deed" "Acquired Property Deed" means, with respect to any Acquired Property, the means, with respect to any Acquired Property, the 


instrument or document required by the Law of the jurisdiction in which the Acquired Property instrument or document required by the Law of the jurisdiction in which the Acquired Property 


is located to convey fee title. is located to convey fee title. 


"Acquired Property Files" "Acquired Property Files"means, with respect to each Acquired Property, to the extent means, with respect to each Acquired Property, to the extent 

applicable, the following: (i)(A) if the related Acquired Property Deed has been delivered for applicable, the following: (i)(A) if the related Acquired Property Deed has been delivered for 

recordation, a copy thereof (which may be electronic) file-stamped with evidence of recording recordation, a copy thereof (which may be electronic) file-stamped with evidence of recording 

thereon in the name of the Ownership Entity, together with a certificate of the related Servicer thereon in the name of the Ownership Entity, together with a certificate of the related Servicer

(or Subservicer) or the foreclosure attorney certifying that such Acquired Property Deed is a true, (or Subservicer) or the foreclosure attorney certifying that such Acquired Property Deed is a true, 

correct and complete copy of the original document, or (B) if the related Acquired Property Deed correct and complete copy of the original document, or (B) if the related Acquired Property Deed 

has been delivered for recordation but not yet returned, a copy thereof (which may be electronic) has been delivered for recordation but not yet returned, a copy thereof (which may be electronic)

together with a certificate of the related Servicer (or Subservicer) or the foreclosure attorney together with a certificate of the related Servicer (or Subservicer) or the foreclosure attorney 

certifying that such Acquired Property Deed is a true, correct and complete copy of the original certifying that such Acquired Property Deed is a true, correct and complete copy of the original 

document, and that the original Acquired Property Deed has been delivered to the proper document, and that the original Acquired Property Deed has been delivered to the proper 

recording office for recordation; (ii) as applicable, either (x) a copy of each Acquired Property recording office for recordation; (ii) as applicable, either (x) a copy of each Acquired Property 

Deed (which may be electronic) that is intervening between the lender that obtained title to such Deed (which may be electronic) that is intervening between the lender that obtained title to such

property assets as a result of foreclosure or deed in lieu of foreclosure of a mortgage or deed of property assets as a result of foreclosure or deed in lieu of foreclosure of a mortgage or deed of

trust and the Ownership Entity, with the same certification documentation required in clause trust and the Ownership Entity, with the same certification documentation required in clause

(i)(A) above, or (y) the original or a copy of the assignment of foreclosure bid between the fi)(A) above, or (y) the original or a copy of the assignment of foreclosure bid between the 

foreclosing lender and the Ownership Entity with respect to the related Acquired Property, and in foreclosing lender and the Ownership Entity with respect to the related Acquired Property, and in 

the case of a copy, together with a certificate of the related Servicer (or Subservicer) or the the case of a copy, together with a certificate of the related Servicer (or Subservicer) or the 

foreclosure attorney certifying that such assignment of foreclosure bid is a true, correct and foreclosure attorney certifying that such assignment of foreclosure bid is a true, correct and

complete copy of the original document, with the same certification documentation required in complete copy of the original document, with the same certification documentation required in 

clause (i)(A) above; (iii) the original or copy of the policy of title insurance prior to foreclosure clause (i)(A) above; (iii) the original or copy of the policy of title insurance prior to foreclosure 

of the related mortgage loan accompanied by a title report procured upon foreclosure of the of the related mortgage loan accompanied by a title report procured upon foreclosure of the 

related mortgage loan, with respect to the Acquired Property; and (iv) for any Acquired Property related mortgage loan, with respect to the Acquired Property; and (iv) for any Acquired Property

that is subject to a lease, (A) a copy of the lease together with a certificate of the related Servicer that is subject to a lease, (A) a copy of the lease together with a certificate of the related Servicer

(or Subservicer) certifying that such lease is a true, correct and complete copy of the original (or Subservicer) certifying that such lease is a true, correct and complete copy of the original 

document, and (B) if required by the PMN Agent, the original assignment of such lease from the document, and (B) if required by the PMN Agent, the original assignment of such lease from the 

lessor thereunder to the Ownership Entity or a copy thereof, together with a certificate of the lessor thereunder to the Ownership Entity or a copy thereof, together with a certificate of the 

related Servicer (or Subservicer) certifying that such assignment is a true, correct and complete related Servicer (or Subservicer) certifying that such assignment is a true, correct and complete

copy of the original document. copy of the original document. 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
"Acquired REO Property" "Acquired REO Property" means any real property (and related personal property) means any real property (and related personal property) 


included in the Acquired Property. included in the Acquired Property. 


"Act"t" means the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. means the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. 

"Action" "Action"means any (i) action, suit or proceeding (including the administrative claims means any (i) action, suit or proceeding (including the administrative claims 

process administered by the Receiver pursuant to 12 U.S.C. § 1821(d)(3) through (13) and process administered by the Receiver pursuant to 12 U.S.C. § 1821(d)(3) through (13) and 

initiated by the filing of a "proof of claim" with the Receiver) by or before any Governmental initiated by the filing of a "proof of claim" with the Receiver) by or before any Governmental 

Authority, whether civil, criminal, administrative or investigative, and whether at law or in Authority, whether civil, criminal, administrative or investigative, and whether at law or in 

equity, or (ii) any arbitration proceeding. equity, or (ii) any arbitration proceeding. 

"Additional Security" "Additional Security" means collateral (securing the Private Owner Obligations) means collateral (securing the Private Owner Obligations) 

consisting of (i) Qualifying Cash Collateral or (ii) undrawn (and available) amounts under a consisting of (i) Qualifying Cash Collateral or (ii) undrawn (and available) amounts under a 

Qualifying Letter of Credit, together aggregating an amount at least equal (at all times) to the Qualifying Letter of Credit, together aggregating an amount at least equal (at all times) to the 

Private Owner Pledged Amount, it being understood and agreed that the Private Owner shall Private Owner Pledged Amount, it being understood and agreed that the Private Owner shall

initially meet the foregoing requirements solely through either (j) or (ii) above (and not a initially meet the foregoing requirements solely through either fp or (ii) above (and not a

combination thereof), and that such determination with respect to (j) or (ii) above shall be as combination thereof), and that such determination with respect to 0_) or (ii) above shall be as 

initially determined by the Private Owner on or prior to the Closing Date (including as may be initially determined by the Private Owner on or prior to the Closing Date (including as may be 

set forth in the Bid submitted by or on behalf of the Private Owner, or as may otherwise be set forth in the Bid submitted by or on behalf of the Private Owner, or as may otherwise be 

determined by the Private Owner in a manner acceptable to the Initial Member in connection determined by the Private Owner in a manner acceptable to the Initial Member in connection 

with the Closing), and may not be altered after the Closing Date except as permitted pursuant to with the Closing), and may not be altered after the Closing Date except as permitted pursuant to 

Section 3.13(d1 of the LLC Operating Agreement (including as contemplated by the definition of 

the term "LC Reissuance/Extension Failure"), provided that it is further understood that, to the the term "LC Reissuance/Extension Failure"), provided that it is further understood that, to the

extent that the Private Owner used a Qualifying Letter of Credit, the composition of the extent that the Private Owner used a Qualifying Letter of Credit, the composition of the 

Additional Security can change after the Closing Date as a result of draws on such Qualifying Additional Security can change after the Closing Date as a result of draws on such Qualifying

Letter of Credit. Letter of Credit. 

Section 3.13(d) of the LLC Operating Agreement (including as contemplated by the definition of 

"Additional Security Substitution Fee" "Additional Security Substitution Fee" means a fee in the amount of $10,000.00, means a fee in the amount of $10,000.00, 

payable by the Private Owner to the Initial Member in connection with any substitution of the payable by the Private Owner to the Initial Member in connection with any substitution of the 

form of the Additional Security, including any such substitution resulting from, or so as to avoid form of the Additional Security, including any such substitution resulting from, or so as to avoid 

or cure the occurrence of, an LC Reissuance/Extension Failure. or cure the occurrence of, an LC Reissuance/Extension Failure. 

"Adjusted Capital Account Deficit" "Adjusted Capital Account Deficit"means, with respect to any Member, the deficit means, with respect to any Member, the deficit 

balance, if any, in such Member's Capital Account as of the end of the relevant Fiscal Year, after balance, if any, in such Member's Capital Account as of the end of the relevant Fiscal Year, after 

giving effect to the following adjustments: giving effect to the following adjustments: 

(A) (A) Credit to such Capital Account any amounts that such Member is Credit to such Capital Account any amounts that such Member is 

obligated to restore or is deemed to be obligated to restore pursuant to Treasury obligated to restore or is deemed to be obligated to restore pursuant to Treasury 

Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and 

(B) (B) Debit to such Capital Account the items described in Treasury Regulations Debit to such Capital Account the items described in Treasury Regulations

Sections 1.704-1 (b)(2)(ii)(d)(4), 1 .704-1 (b)(2)(ii)(d)(5) and 1 .704-1 (b)(2)(ii)(d)(6). The Sections 1 .704-1 (b)(2)(ii)(d)(4), 1 .704-1(b)(2)(ii)(d)(5) and 1 .704-1 (b)(2)(ii)(d)(6). The 

foregoing definition of Adjusted Capital Account Deficit is intended to comply with the foregoing definition of Adjusted Capital Account Deficit is intended to comply with the 

provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted 

consistently therewith. consistently therewith. 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
"Adjusted Equity Asset Value" "Adjusted Equity Asset Value" means, with respect to any Asset, (a) the Equity Asset means, with respect to any Asset, (a) the Equity Asset 


Value of such Asset, plus p (in the case of any Excess Principal) or (in the case of any Excess Principal) or
 minuss (in the case of any (in the case of any 


Principal Deficiency) (b) the applicable Adjustment to Asset Value. Principal Deficiency) (b) the applicable Adjustment to Asset Value. 


"Adjusted Escrow Balance" "Adjusted Escrow Balance" means, with respect to any Loan, the Escrow Balance means, with respect to any Loan, the Escrow Balance 

adjusted higher or lower, as appropriate, to reflect the actual balance of the Escrow Account as adjusted higher or lower, as appropriate, to reflect the actual balance of the Escrow Account as 

reflected on the Accounting Records as of the Cut-Off Date and to correct errors reflected in the reflected on the Accounting Records as of the Cut-Off Date and to correct errors reflected in the 

Escrow Balance due to (i) miscalculations, misapplied payments, unapplied payments, Escrow Balance due to (i) miscalculations, misapplied payments, unapplied payments,

unrecorded disbursements or other accounting errors with respect to the period ending on the unrecorded disbursements or other accounting errors with respect to the period ending on the 

Cut-Off Date, (ii) the effect of any final court decree, unappealable regulatory enforcement order Cut-Off Date, (ii) the effect of any final court decree, unappealable regulatory enforcement order 

or other similar action of a legal or regulatory nature effective on or before the Cut-Off Date, (iii) or other similar action of a legal or regulatory nature effective on or before the Cut-Off Date, (iii) 

a foreclosure sale that occurred on or before the Cut-Off Date and for which the Redemption a foreclosure sale that occurred on or before the Cut-Off Date and for which the Redemption 

Period, if any, expired on or before the Cut-Off Date, or (iv) the portion of any Dishonored Period, if any, expired on or before the Cut-Off Date, or (iv) the portion of any Dishonored 

Check that was applied to (and reflected in) the Escrow Balance. Check that was applied to (and reflected in) the Escrow Balance. 

"Adjusted Unpaid Principal Balance" "Adjusted Unpaid Principal Balance" means, with respect to any Asset, the Cut-Off means, with respect to any Asset, the Cut-Off 

Date Unpaid Principal Balance adjusted higher or lower, as appropriate, to reflect the actual Date Unpaid Principal Balance adjusted higher or lower, as appropriate, to reflect the actual 

Unpaid Principal Balance of the Asset as of the Cut-Off Date on the Accounting Records and to Unpaid Principal Balance of the Asset as of the Cut-Off Date on the Accounting Records and to 

correct errors reflected in the Cut-Off Date Unpaid Principal Balance due to (i) miscalculations, correct errors reflected in the Cut-Off Date Unpaid Principal Balance due to (i) miscalculations, 

misapplied payments, unapplied payments, unrecorded advances of principal or other misapplied payments, unapplied payments, unrecorded advances of principal or other 

disbursements, or other accounting errors with respect to the period ending on the Cut-Off Date, disbursements, or other accounting errors with respect to the period ending on the Cut-Off Date, 

(ii) the effect of any final court decree, unappealable regulatory enforcement order or other (ii) the effect of any final court decree, unappealable regulatory enforcement order or other 

similar action of a legal or regulatory nature effective on or before the Cut-Off Date, (iii) a similar action of a legal or regulatory nature effective on or before the Cut-Off Date, (iii) a 

foreclosure sale that occurred on or before the Cut-Off Date and for which the Redemption foreclosure sale that occurred on or before the Cut-Off Date and for which the Redemption 

Period, if any, expired on or before the Cut-Off Date or (iv) the portion of any Dishonored Check Period, if any, expired on or before the Cut-Off Date or (iv) the portion of any Dishonored Check 

that was applied to (and reflected in) the Cut-Off Date Unpaid Principal Balance. that was applied to (and reflected in) the Cut-Off Date Unpaid Principal Balance. 

"Adjustment Percentage" "Adjustment Percentage"means, with respect to any Asset, the quotient (expressed as a means, with respect to any Asset, the quotient (expressed as a 

decimal) of the Private Owner Interest Asset Value for such Asset divided by the Cut-Off Date decimal) of the Private Owner Interest Asset Value for such Asset divided by the Cut-Off Date 

Unpaid Principal Balance of such Asset. Unpaid Principal Balance of such Asset. 

"Adjustment to Asset Value" "Adjustment to Asset Value" means, in the event of any Excess Principal (or Principal means, in the event of any Excess Principal (or Principal 

Deficiency) with respect to any Asset, an amount equal to the product of (a) the amount of such Deficiency) with respect to any Asset, an amount equal to the product of (a) the amount of such 

Excess Principal (or Principal Deficiency), multiplied multiplied by (b) the quotient of the Equity Asset by (b) the quotient of the Equity Asset 

Value for such Asset divided by the Cut-Off Date Unpaid Principal Balance of such Asset. Value for such Asset divided by the Cut-Off Date Unpaid Principal Balance of such Asset.

"Affected Asset" "Affected Asset"has the meaning set forth in Section 4.5(d)(i) of the Contribution has the meaning set forth in Section 4.5(d)(i) of the Contribution 

Agreement. Agreement. 

"Affidavit and Assignment of Claim" "Affidavit and Assignment of Claim"means an Affidavit and Assignment of Claim in means an Affidavit and Assignment of Claim in 

the form of Attachment D to the Contribution Agreement. the form of Attachment D to the Contribution Agreement. 

"Affiliate" "Affiliate"means, with respect to any specified Person, (i) any other Person directly or means, with respect to any specified Person, (i) any other Person directly or 

indirectly Controlling or Controlled by or under common Control with such specified Person, (ii) indirectly Controlling or Controlled by or under common Control with such specified Person, (ii) 

any Person owning or Controlling 10.0% or more of the outstanding voting securities, voting any Person owning or Controlling 10.0% or more of the outstanding voting securities, voting 

equity interests, or beneficial interests of the Person specified, (iii) any officer, director, general equity interests, or beneficial interests of the Person specified, (iii) any officer, director, general 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
partner, managing member, trustee, employee or promoter of the Person specified or any partner, managing member, trustee, employee or promoter of the Person specified or any 

Immediate Family Member of such officer, director, general partner, managing member, trustee, Immediate Family Member of such officer, director, general partner, managing member, trustee, 

employee or promoter, (iv) any corporation, partnership, limited liability company or trust for employee or promoter, (iv) any corporation, partnership, limited liability company or trust for 

which any Person referred to in clause (ii) or (iii) acts in that capacity, or (v) any Person who is which any Person referred to in clause (ii) or (iii) acts in that capacity, or (v) any Person who is 

an officer, director, general partner, managing member, trustee or holder of 10.0% or more of the an officer, director, general partner, managing member, trustee or holder of 10.0% or more of the 

outstanding voting securities, voting equity interests or beneficial interests of any Person outstanding voting securities, voting equity interests or beneficial interests of any Person 

described in clauses (i) through (iv); provided, however, that (x) none of the Initial Member, the described in clauses (i) through (iv); provided, however, that (x) none of the Initial Member, the 

Transferor, the FDIC, the PMN Agent or any Affiliate (for this purpose determined disregarding Transferor, the FDIC, the PMN Agent or any Affiliate (for this purpose determined disregarding 

clauses (ii), (iii) and (iv) of this definition (including in the context of clause (v) of this clauses (ii), (iii) and (iv) of this definition (including in the context of clause (v) of this 

definition) and disregarding the Company and any Person Controlled by the Company) of any of definition) and disregarding the Company and any Person Controlled by the Company) of any of 

the foregoing shall be deemed to be an "Affiliate" of the Company or of any Person Controlled the foregoing shall be deemed to be an "Affiliate" of the Company or of any Person Controlled 

by the Company, and (y) for the purposes of (A) the definition of the term "Change of Control," by the Company, and (y) for the purposes of (A) the definition of the term "Change of Control,"

(B) Section 10.1(s) of the LLC Operating Agreement and (C) any Specified Parent/Owner (B) Section 10.1(s) of the LLC Operating Agreement and (C) any Specified Parent/Owner 

Undertaking, clauses (ii), (iii), (iv) and (v) above shall be disregarded. Undertaking, clauses (ii), (iii), (iv) and (v) above shall be disregarded. 

"Agent Members" "Agent Members"means the members of, or participants in, DTC and the Clearing means the members of, or participants in, DTC and the Clearing 

Agencies. Agencies. 

"Agreement of Definitions" "Agreement of Definitions"means this Agreement. means this Agreement. 

"Allonge" "Allonge"means an allonge, executed in blank, by the Company. means an allonge, executed in blank, by the Company. 

"Appraisal" "Appraisal"means, as of any date of determination with respect to any Acquired means, as of any date of determination with respect to any Acquired 

Property (including any applicable Collateral for a Loan prior to the same becoming such Property (including any applicable Collateral for a Loan prior to the same becoming such

Acquired Property), a determination of the market value thereof pursuant to a commercially Acquired Property), a determination of the market value thereof pursuant to a commercially 

reasonable appraisal complying with USPAP (or other appraisal standards acceptable to the reasonable appraisal complying with USPAP (or other appraisal standards acceptable to the 

Initial Member) and conducted by a state certified appraiser (not an Affiliate of the Manager or Initial Member) and conducted by a state certified appraiser (not an Affiliate of the Manager or 

the Private Owner) or, if broker price opinions are customarily used for properties of a similar the Private Owner) or, if broker price opinions are customarily used for properties of a similar

type and location as a reliable means for determination of value thereof, a commercially type and location as a reliable means for determination of value thereof, a commercially

reasonable broker price opinion prepared by a real estate broker (not an Affiliate of the Manager reasonable broker price opinion prepared by a real estate broker (not an Affiliate of the Manager 

or the Private Owner); provided, that (i) in all events such form of determination of market value or the Private Owner); provided, that (i) in all events such form of determination of market value 

shall be selected and conducted in compliance with applicable Law, including as to the exercise shall be selected and conducted in compliance with applicable Law, including as to the exercise 

of relevant remedies (resulting in acquisition of title to such Acquired Property) and preservation of relevant remedies (resulting in acquisition of title to such Acquired Property) and preservation 

of rights to collect the Deficiency Balance, if any, and (ii) in the event the market value for such of rights to collect the Deficiency Balance, if any, and (ii) in the event the market value for such 

Acquired Property as so determined pursuant to the foregoing is an amount equal to or in excess Acquired Property as so determined pursuant to the foregoing is an amount equal to or in excess

of $5,000,000, then such determination shall be subject to completion of an appraisal review of $5,000,000, then such determination shall be subject to completion of an appraisal review 

conducted in accordance with USPAP (or other appraisal standards acceptable to the Initial conducted in accordance with USPAP (or other appraisal standards acceptable to the Initial 

Member) by a state certified appraiser (or other qualified professional regularly performing Member) by a state certified appraiser (or other qualified professional regularly performing

valuation reviews) (not an Affiliate of the Manager, the Private Owner or the applicable Person valuation reviews) (not an Affiliate of the Manager, the Private Owner or the applicable Person 

having performed such valuation) and confirming that such valuation meets acceptable quality having performed such valuation) and confirming that such valuation meets acceptable quality

standards conforming to market practices in the relevant market, follows applicable requirements standards conforming to market practices in the relevant market, follows applicable requirements 

of Law, and concludes with a reasonable and reliable market value estimate (and such valuation of Law, and concludes with a reasonable and reliable market value estimate (and such valuation 

shall not be deemed a completed "Appraisal" hereunder until such review and confirmation is so shall not be deemed a completed "Appraisal" hereunder until such review and confirmation is so 

obtained). obtained). 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
"Appraised Value" means, as of any date of determination, the appraised value (as the 

relevant market value) of an Acquired REO Property or other Acquired Property based on the relevant market value) of an Acquired REO Property or other Acquired Property based on the 

most recent Appraisal obtained pursuant to Section 12.17(d) of the LLC Operating Agreement or most recent Appraisal obtained pursuant to Section 12.17(d) of the LLC Operating Agreement or 

any other applicable provision of the Transaction Documents permitting or requiring such any other applicable provision of the Transaction Documents permitting or requiring such 

Appraisal. Appraisal. 

"Appraised Value"means, as of any date of determination, the appraised value (as the 

"Asset" "Asset" means an individual Loan or Acquired Property, and "Assets" means all of the 
 means an individual Loan or Acquired Property, and "Assets"means all of the

Loans and Acquired Property collectively. Loans and Acquired Property collectively. 


"Asset Documents" means (i) all documents, agreements, certificates, instruments and 

other writings (including all Collateral Documents) now or hereafter executed by or delivered or other writings (including all Collateral Documents) now or hereafter executed by or delivered or 

caused to be delivered by any Borrower, any Obligor or any other obligor evidencing, creating, caused to be delivered by any Borrower, any Obligor or any other obligor evidencing, creating, 

guaranteeing or securing, or otherwise executed or delivered in respect of, all or any part of an guaranteeing or securing, or otherwise executed or delivered in respect of, all or any part of an 

Asset or evidencing any transaction contemplated thereby (including, for this purpose, title Asset or evidencing any transaction contemplated thereby (including, for this purpose, title 

insurance policies and endorsements thereto), and all Modifications thereto, and (ii) without insurance policies and endorsements thereto), and all Modifications thereto, and (ii) without 

limiting the generality of clause (i), all documents, agreements, instruments and other writings limiting the generality of clause (i), all documents, agreements, instruments and other writings 

pursuant to which any Failed Bank has any obligation to make a principal advance to any pursuant to which any Failed Bank has any obligation to make a principal advance to any 

Borrower (which principal advance, if it had been made prior to the Cut-Off Date, would have Borrower (which principal advance, if it had been made prior to the Cut-Off Date, would have 

been reflected in the calculation of the outstanding principal balance of a Loan). been reflected in the calculation of the outstanding principal balance of a Loan). 

"Asset Documents"means (i) all documents, agreements, certificates, instruments and 

"Asset File" "Asset File"means all documents pertaining to any Asset, either copies or originals, that means all documents pertaining to any Asset, either copies or originals, that 

are in the possession of the Receiver or any of its employees or contractors responsible for the are in the possession of the Receiver or any of its employees or contractors responsible for the 

servicing of the Asset, other than (i) the original Notes, renewals of the Notes and other servicing of the Asset, other than (i) the original Notes, renewals of the Notes and other 

Collateral Documents and Custodial Documents and (ii) confidential or privileged Collateral Documents and Custodial Documents and (ii) confidential or privileged 

communications between the Receiver (or any predecessor-in-interest, including any Failed communications between the Receiver (or any predecessor-in-interest, including any Failed 

Bank) and its legal counsel; provided, however, that the Asset Files do not include files Bank) and its legal counsel; provided, however, that the Asset Files do not include files 

maintained by other employees or agents of the Receiver or attorney-client or work product maintained by other employees or agents of the Receiver or attorney-client or work product

privileged materials held by the Receiver's legal counsel unless, in the opinion of such counsel, privileged materials held by the Receiver's legal counsel unless, in the opinion of such counsel, 

the disclosure of the material is not likely to result in the waiver of the attorney-client or work the disclosure of the material is not likely to result in the waiver of the attorney-client or work 

product privilege. product privilege. 

"Asset Management" "Asset Management" means the general oversight and management of Assets (including means the general oversight and management of Assets (including

oversight and control of litigation or other proceedings or claims with respect to any Assets), the oversight and control of litigation or other proceedings or claims with respect to any Assets), the 

exercise of remedies (including institution and management of foreclosure proceedings or other exercise of remedies (including institution and management of foreclosure proceedings or other 

actions to enforce upon any Collateral or rights against any Obligor) with respect to Defaulted actions to enforce upon any Collateral or rights against any Obligor) with respect to Defaulted 

Loans (and exercise of applicable authority as described in Sections 12.16 and 12.17 of the LLC Loans (and exercise of applicable authority as described in Sections 12.16 and 12.17 of the LLC 

Operating Agreement with respect to all Loans), marketing and sale of Assets, and management Operating Agreement with respect to all Loans), marketing and sale of Assets, and management 

(and all other Servicing) of Acquired Property; provided, however that Asset Management shall (and all other Servicing) of Acquired Property; provided, however that Asset Management shall 

in all events exclude day-to-day servicing of Loans (other than Defaulted Loans), disbursements in all events exclude day-to-day servicing of Loans (other than Defaulted Loans), disbursements 

to Borrowers, collections of payments from Borrowers with respect to Loans (other than in to Borrowers, collections of payments from Borrowers with respect to Loans (other than in 

connection with exercise of remedies following applicable acceleration of any such Loan, or connection with exercise of remedies following applicable acceleration of any such Loan, or 

otherwise against any Collateral for such Loan), management of Escrow Accounts, and any other otherwise against any Collateral for such Loan), management of Escrow Accounts, and any other 

Servicing of a Loan that, pursuant to applicable Law, would require the Person conducting the Servicing of a Loan that, pursuant to applicable Law, would require the Person conducting the 

same to meet licensing, certification or similar requirements of any Governmental Authority same to meet licensing, certification or similar requirements of any Governmental Authority 

(other than general qualifications to do business in a particular jurisdiction). (other than general qualifications to do business in a particular jurisdiction). 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3 Version 3 

EXECUTION VERSION EXECUTION VERSION 
"Asset Proceeds" means 

or all of the Assets or any or all of the Collateral, including principal, interest, default interest, or all of the Assets or any or all of the Collateral, including principal, interest, default interest, 

prepayment fees, premiums and charges, extension and exit fees, late fees, assumption fees, other prepayment fees, premiums and charges, extension and exit fees, late fees, assumption fees, other

fees and charges, insurance proceeds and condemnation payments (or any portion thereof) that fees and charges, insurance proceeds and condemnation payments (or any portion thereof) that

are not used and disbursed to repair, replace or restore the related Collateral in accordance with are not used and disbursed to repair, replace or restore the related Collateral in accordance with 

the terms of the Asset Documents and the Transaction Documents, and, with respect to any the terms of the Asset Documents and the Transaction Documents, and, with respect to any

Acquired Property, operating cash flow realized from such Acquired Property net of Servicing Acquired Property, operating cash flow realized from such Acquired Property net of Servicing

Expenses and Interim Servicing Expenses, whether paid directly to the Company or payable to or Expenses and Interim Servicing Expenses, whether paid directly to the Company or payable to or 

distributed by an Ownership Entity; (ii) any and all proceeds from sales or other dispositions or distributed by an Ownership Entity; (ii) any and all proceeds from sales or other dispositions or

refinancings of any or all of the Assets (including Acquired Property) or any or all of the refinancings of any or all of the Assets (including Acquired Property) or any or all of the

Ownership Entities, net of Servicing Expenses and Interim Servicing Expenses incurred in Ownership Entities, net of Servicing Expenses and Interim Servicing Expenses incurred in 

connection with such sale or other disposition or refinancing, including any Repurchase Price connection with such sale or other disposition or refinancing, including any Repurchase Price 

payments pursuant to the Contribution Agreement; (iii) any proceeds from making a draw under payments pursuant to the Contribution Agreement; (iii) any proceeds from making a draw under 

"Asset Proceeds"means all of the following: (i) any and all proceeds with respect to any all of the following: (i) any and all proceeds with respect to any 

any letter of credit or certificate of deposit held with respect to any Asset, provided that such any letter of credit or certificate of deposit held with respect to any Asset, providedthat such 

draw is permitted by the terms of the Asset Documents; (iv) any recoveries from Borrowers or draw is permitted by the terms of the Asset Documents; (iv) any recoveries from Borrowers or

Obligors of any kind or nature with respect to the Assets; (v) any deposits or down payments Obligors of any kind or nature with respect to the Assets; (v) any deposits or down payments 

forfeited by prospective purchasers or lessees of apartments or other units for space at any forfeited by prospective purchasers or lessees of apartments or other units for space at any

Collateral; and (vi) any interest or other earnings accrued and paid on any of the amounts Collateral; and (vi) any interest or other earnings accrued and paid on any of the amounts 

described in the foregoing described in the foregoing clauses (i) through (v) while held in the Collection Account or any clauses (i)throughfv) while held in the Collection Account or any 

other account (other than the Defeasance Account or the Working Capital Reserve Account or other account (other than the Defeasance Account or the Working Capital Reserve Account or 

the Private Owner Pledged Account,); the Private Owner Pledged Account,); provided, however, that, with respect to proceeds of any provided, however,that, with respect to proceeds of any 

Loan Participation (including as a result of any sale or other disposition of such Loan Loan Participation (including as a result of any sale or other disposition of such Loan 

Participation or of Collateral relating thereto), the Asset Proceeds shall exclude any amounts Participation or of Collateral relating thereto), the Asset Proceeds shall exclude any amounts 

payable to others under the applicable Loan Participation Agreement, and with respect to any payable to others under the applicable Loan Participation Agreement, and with respect to any 

Loan, the Asset Proceeds shall exclude all Escrow Payments and all other amounts required to be Loan, the Asset Proceeds shall exclude all Escrow Payments and all other amounts required to be 

deposited in any Escrow Account pursuant to the applicable Asset Documents. deposited in any Escrow Account pursuant to the applicable Asset Documents. 

"Asset Schedule" means the Asset Schedule attached as Attachment A to the 

Contribution Agreement (except as used in the Servicing Agreement, wherein such term is Contribution Agreement (except as used in the Servicing Agreement, wherein such term is 

separately defined). separately defined). 

"Asset Schedule"means the Asset Schedule attached as Attachment A to the 

"Asset Schedule "Asset Schedule and Exception List" and Exception List"means a list of the Assets, identifying, with means a list of the Assets, identifying, with 

respect to each Asset, each Custodial Document delivered to the Custodian and each Exception respect to each Asset, each Custodial Document delivered to the Custodian and each Exception

(including identifying, with respect to any document or other item required to be provided by the (including identifying, with respect to any document or other item required to be provided by the 

Company to the Custodian pursuant to Section 6.1(c)(ii), (iii), (vi) or (viii) of the Custodial and Company to the Custodian pursuant toSection 6.1(c)(ii), (iii), (vi)or (viii) of the Custodial and 

Paying Agency Agreement, which of the various alternatives with respect to originals or copies Paying Agency Agreement, which of the various alternatives with respect to originals or copies 

thereof specified in the relevant clause applies) and that details, with respect to any such Asset thereof specified in the relevant clause applies) and that details, with respect to any such Asset 

that has been released by the Custodian, the following: (i) the Borrower name and any that has been released by the Custodian, the following: (i) the Borrower name and any 

identification number assigned to the Asset, (ii) the location to which the Custodial Documents identification number assigned to the Asset, (ii) the location to which the Custodial Documents 

with respect to such Asset were delivered by the Custodian, (iii) the date on which such with respect to such Asset were delivered by the Custodian, (iii) the date on which such 

Custodial Documents were released by the Custodian, and (iv) the Person to which such Custodial Documents were released by the Custodian, and (iv) the Person to which such 

Custodial Documents were released. Custodial Documents were released. 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION
"Assignment and Acceptance of Limited Liability Company Interest" "Assignment and Acceptance of Limited Liability Company Interest" means an means an 

Assignment and Acceptance of Limited Liability Company Interest in the form of Attachment I Assignment and Acceptance of Limited Liability Company Interest in the form of Attachment I

to the Contribution Agreement. to the Contribution Agreement. 

"Assignment and Lost Instrument Affidavit" "Assignment and Lost Instrument Affidavit" means an Assignment and Lost means an Assignment and Lost 

Instrument Affidavit in the form of Instrument Affidavit in the form of Attachment F to the Contribution Agreement. Attachment Fto the Contribution Agreement.

"Assumed Closing Date Asset Litigation" "Assumed Closing Date Asset Litigation" means any Closing Date Asset Litigation means any Closing Date Asset Litigation 


other than any Retained Closing Date Asset Litigation, including any appeal of any such Closing other than any Retained Closing Date Asset Litigation, including any appeal of any such Closing 


Date Asset Litigation after the Closing Date, and including, with respect to any such Closing Date Asset Litigation after the Closing Date, and including, with respect to any such Closing 


Date Asset Litigation, any claim (including any assertion of a Liability) that may be asserted Date Asset Litigation, any claim (including any assertion of a Liability) that may be asserted 


therein (including first asserted therein) on, or at any time after, the Closing Date (whether by therein (including first asserted therein) on, or at any time after, the Closing Date (whether by 


amendment of a complaint, counterclaim or otherwise). amendment of a complaint, counterclaim or otherwise). 


"Authorized Denomination" "Authorized Denomination" has the meaning set forth in has the meaning set forth in Section 2.5(b) of the Custodial 
 Section 2.5(b)of the Custodial

and Paying Agency Agreement. and Paying Agency Agreement. 


"Authorized Representative" "Authorized Representative" means, with respect to any Person, each individual means, with respect to any Person, each individual 

designated, in writing as required by Section 17.1 of the Custodial and Paying Agency, by such 

Person to the Custodian to act as an authorized representative of such Person for purposes of the Person to the Custodian to act as an authorized representative of such Person for purposes of the 

Custodial and Paying Agency Agreement. Custodial and Paying Agency Agreement. 

designated, in writing as required by Section 17.1of the Custodial and Paying Agency, by such 

"Bank" "k" means Wells Fargo Bank, National Association, a national banking association. means Wells Fargo Bank, National Association, a national banking association.

"Bankruptcy Rule" "Bankruptcy Rule"means any of the rules set forth under the Federal Rules of means any of the rules set forth under the Federal Rules of 

Bankruptcy Procedure, as the same may be amended from time to time. Bankruptcy Procedure, as the same may be amended from time to time.

"Bid" "" means the sealed offer of the Winning Bidder set forth in the Bid Form. means the sealed offer of the Winning Bidder set forth in the Bid Form.

"Bid Form" "Bid Form"has the meaning set forth in the Recitals of the Private Owner Interest Sale has the meaning set forth in the Recitals of the Private Owner Interest Sale 

Agreement. Agreement.

"Bidder Qualification Application" "Bidder Qualification Application" means that certain Bidder Qualification Application means that certain Bidder Qualification Application 

having been submitted by or on behalf of the Winning Bidder to, and approved, by the FDIC in having been submitted by or on behalf of the Winning Bidder to, and approved, by the FDIC in

connection with (and as a condition to submission of) the Bid. connection with (and as a condition to submission of) the Bid. 

"Book Value" "Book Value"means, (i) with respect to contributed property, the initial Fair Market means, (i) with respect to contributed property, the initial Fair Market 

Value of such property, and (ii) with respect to any other Company asset, the adjusted basis of Value of such property, and (ii) with respect to any other Company asset, the adjusted basis of 

such asset for federal income tax purposes; such asset for federal income tax purposes; provided, however, that the Book Values of all provided, however,that the Book Values of all

Company assets shall be adjusted to equal their respective Fair Market Values, in accordance Company assets shall be adjusted to equal their respective Fair Market Values, in accordance 

with the rules set forth in Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, except as with the rules set forth in Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, except as 

otherwise provided herein, immediately prior to: (a) the date of the acquisition of any additional otherwise provided herein, immediately prior to: (a) the date of the acquisition of any additional 

LLC Interest by any new or existing Member in exchange for more than a de minimis de minimis Capital Capital 

Contribution; (b) the date of the actual distribution of more than a Contribution; (b) the date of the actual distribution of more than a de minimis de minimis amount of amount of

Company property (other than a pro rata distribution) to a Member in connection with the Company property (other than a pro rata distribution) to a Member in connection with the 

redemption of all or part of such Member's LLC Interest; or (c) the date of the actual liquidation redemption of all or part of such Member's LLC Interest; or (c) the date of the actual liquidation 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
of the Company within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations; of the Company within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations; 

and provided further, that adjustments pursuant to clauses (a) and (b) above shall be made only if and provided further, that adjustments pursuant to clauses (a) and (b) above shall be made only if 

the Tax Matters Member reasonably determines, after consultation with the Initial Member, that the Tax Matters Member reasonably determines, after consultation with the Initial Member, that

such adjustments are necessary or appropriate to reflect the relative economic interests of the such adjustments are necessary or appropriate to reflect the relative economic interests of the 

Members. The Book Value of any Company Property distributed to any Member shall be Members. The Book Value of any Company Property distributed to any Member shall be 

adjusted immediately prior to such distribution to equal its Fair Market Value as of such date. adjusted immediately prior to such distribution to equal its Fair Market Value as of such date.

"Borrower" "Borrower"means any borrower with respect to any Asset. means any borrower with respect to any Asset. 

"Borrower-Business-Relationship Business Plan" "Borrower-Business-Relationship Business Plan" has the meaning set forth in Section has the meaning set forth in Section 

7.7 of the LLC Operating Agreement. 7.7 of the LLC Operating Agreement.

"Bulk Sale" "Bulk Sale"means the sale or other Disposition, in a single transaction or a series of means the sale or other Disposition, in a single transaction or a series of 

related transactions (and directly or indirectly), to a single buyer (or two or more related buyers) related transactions (and directly or indirectly), to a single buyer (or two or more related buyers)

of two or more assets, consisting of Assets (including any separate Acquired REO Property or of two or more assets, consisting of Assets (including any separate Acquired REO Property or 

other Acquired Property into which any Loan is converted); provided, however, if multiple assets other Acquired Property into which any Loan is converted); provided, however, if multiple assets 

are marketed and offered at the same time, and each such asset is marketed individually and are marketed and offered at the same time, and each such asset is marketed individually and 

offers are solicited with respect thereto individually, the transaction will not be considered a offers are solicited with respect thereto individually, the transaction will not be considered a 

Bulk Sale if multiple assets are sold to a single buyer (or two or more related buyers) provided Bulk Sale if multiple assets are sold to a single buyer (or two or more related buyers) provided 

that the single buyer's (or related buyers') overall price for such specific assets exceeds the that the single buyer's (or related buyers') overall price for such specific assets exceeds the 

aggregate value of the highest individual prices offered by other buyers for each individual asset aggregate value of the highest individual prices offered by other buyers for each individual asset 

included in that specific transaction (based on net cash proceeds to be received by the Company). included in that specific transaction (based on net cash proceeds to be received by the Company). 

For the avoidance of doubt, if two or more assets (i) are from a single borrower relationship or For the avoidance of doubt, if two or more assets (i) are from a single borrower relationship or 

(ii) otherwise involve (or are secured by) items of Acquired REO Property (or real property (ii) otherwise involve (or are secured by) items of Acquired REO Property (or real property 

Collateral) that are part of the same project and/or physically adjacent to one another, such assets Collateral) that are part of the same project and/or physically adjacent to one another, such assets 

shall be considered a single asset for purposes of this definition. shall be considered a single asset for purposes of this definition. 

"Business" "Business"means the acquisition of the Assets pursuant to the Contribution Agreement means the acquisition of the Assets pursuant to the Contribution Agreement 

and the ownership, servicing, administration, management and liquidation of the Assets. and the ownership, servicing, administration, management and liquidation of the Assets. 

"Business Day" "Business Day"means any day except (i) a Saturday, Sunday or other day on which means any day except (i) a Saturday, Sunday or other day on which 

commercial banks in the State of New York or United States federal government offices are commercial banks in the State of New York or United States federal government offices are 

required or authorized by Law to close or (ii) with respect to any day on which the Company required or authorized by Law to close or (ii) with respect to any day on which the Company

owes an obligation to the Custodian or the Paying Agent or on which the Custodian or the owes an obligation to the Custodian or the Paying Agent or on which the Custodian or the 

Paying Agent owes an obligation to the Company, any such Business Day pursuant to the Paying Agent owes an obligation to the Company, any such Business Day pursuant to the

foregoing clause (i) other than a day on which the Bank's offices are closed. foregoing clause (i) other than a day on which the Bank's offices are closed.

"Business Plan" "Business Plan" has the meaning set forth in Section 7.7 of the LLC Operating has the meaning set forth in Section 7.7 of the LLC Operating 

Agreement. Agreement. 

"Buy-Out Closing" "Buy-Out Closing"has the meaning set forth in Section 3.14(a) of the LLC Operating has the meaning set forth in Section 3.14(a) of the LLC Operating 

Agreement. Agreement.

"Buy-Out Closing Date" "Buy-Out Closing Date"has the meaning set forth in Section 3.14(b)(i) of the LLC has the meaning set forth in Section 3.14(b)(i) of the LLC 

Operating Agreement. Operating Agreement. 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version Version 3.1 3.1 

EXECUTION VERSION EXECUTION VERSION 
"Buy-Out Notice" "Buy-Out Notice" has the meaning set forth in has the meaning set forth in Section 3.14(a) of the LLC Operating Section 3.14(a)of the LLC Operating

Agreement. Agreement.

"Buy-Out Valuation Date" "Buy-Out Valuation Date" has the meaning set forth in has the meaning set forth in Section 3.14(a) of the LLC Section 3.14(a)of the LLC

Operating Agreement. Operating Agreement. 

"Capital Account" "Capital Account"means the capital account of a Member related to such Member's means the capital account of a Member related to such Member's 

outstanding LLC Interests, as adjusted to account for allocations of Net Income (and items outstanding LLC Interests, as adjusted to account for allocations of Net Income (and items 

thereof) and Net Loss (and items thereof), and contributions and distributions relating to such thereof) and Net Loss (and items thereof), and contributions and distributions relating to such

LLC Interests, as provided in greater detail in LLC Interests, as provided in greater detail in Article VI of the LLC Operating Agreement and Article VIof the LLC Operating Agreement and

elsewhere in the LLC Operating Agreement. elsewhere in the LLC Operating Agreement. 

"Capital Contribution" "Capital Contribution"means a contribution to the capital of the Company made, means a contribution to the capital of the Company made, 

deemed to be made, or to be made pursuant to the Original LLC Operating Agreement, the deemed to be made, or to be made pursuant to the Original LLC Operating Agreement, the 

Contribution Agreement, or the LLC Operating Agreement. Contribution Agreement, or the LLC Operating Agreement. 

"Cash Flow and Distribution Report" "Cash Flow and Distribution Report" has the meaning set forth in has the meaning set forth in Section 11.3 of the Section 11.3of the

Custodial and Paying Agency Agreement. Custodial and Paying Agency Agreement. 

"Certificate" "Certificate" has the meaning set forth in has the meaning set forth in Section 2.1(a) of the LLC Operating Section 2.1(a)of the LLC Operating

Agreement. Agreement.

"Certificated Note" "Certificated Note" has the meaning set forth in has the meaning set forth in Section 2.4(b) of the Custodial and Section 2.4(b)of the Custodial and

Paying Agency Agreement. Paying Agency Agreement. 

"Change of Control" "Change of Control" means: means: 

(a) with respect to the Private Owner: (a) with respect to the Private Owner: 

(i) (i) the Private Owner's Specified Parent for any reason (x) failing or ceasing to Control the Private Owner's Specified Parent for any reason (x) failing or ceasing to Control 

the Private Owner or (y) failing or ceasing to own, beneficially and of record, either directly or the Private Owner or (y) failing or ceasing to own, beneficially and of record, either directly or 

indirectly (but, in the case of any indirect ownership, for the avoidance of doubt, attributing to indirectly (but, in the case of any indirect ownership, for the avoidance of doubt, attributing to 

the Specified Parent only its actual ultimate ownership (for example, after taking into account the the Specified Parent only its actual ultimate ownership (for example, after taking into account the 

dilutive effect of intervening Persons that directly or indirectly own any Ownership Interest in dilutive effect of intervening Persons that directly or indirectly own any Ownership Interest in 

the Private Owner but that are not wholly-owned subsidiaries of the Specified Parent)) at least the Private Owner but that are not wholly-owned subsidiaries of the Specified Parent)) at least

50.1% in value of all of the Ownership Interests in the Private Owner; 50.1% in value of all of the Ownership Interests in the Private Owner; 

(ii) (ii) any Person other than the Private Owner's Specified Parent (and its, or their any Person other than the Private Owner's Specified Parent (and its, or their 

respective, as the case may be, Affiliates) at any time, when considered together with all of such respective, as the case may be, Affiliates) at any time, when considered together with all of such

other Person's Affiliates, acquiring or holding, of record or beneficially, directly or indirectly other Person's Affiliates, acquiring or holding, of record or beneficially, directly or indirectly 

through one or more intermediaries other than Affiliates (in the case of any indirect ownership, through one or more intermediaries other than Affiliates (in the case of any indirect ownership, 

for the avoidance of doubt, attributing to such other Person (or Affiliate thereof, as the case may for the avoidance of doubt, attributing to such other Person (or Affiliate thereof, as the case may

be) its actual ultimate ownership (but only its actual ultimate ownership (for example, after be) its actual ultimate ownership (but only its actual ultimate ownership (for example, after 

taking into account the dilutive effect of any such intermediaries), more than 25% in value of all taking into account the dilutive effect of any such intermediaries), more than 25% in value of all

of the Ownership Interests in the Private Owner; of the Ownership Interests in the Private Owner; 

CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
(iii) (iii) (x) the individual, or any of the individuals, as the case may be, constituting the Key (x) the individual, or any of the individuals, as the case may be, constituting the Key 

Decision Makers at any time shall fail or cease to be actively and meaningfully involved Decision Makers at any time shall fail or cease to be actively and meaningfully involved 

(directly or indirectly) in all non-ordinary course decision-making regarding (A) the conduct of (directly or indirectly) in all non-ordinary course decision-making regarding (A) the conduct of 

the business and affairs of the Private Owner (including with respect to the Private Owner's the business and affairs of the Private Owner (including with respect to the Private Owner's 

obligations and powers in its capacity as the Manager) or (B) without limiting the generality of obligations and powers in its capacity as the Manager) or (B) without limiting the generality of 

clause (A), the asset management/special servicing of the Assets, or (y) the individual, or any of 

the individuals, as the case may be, constituting the Key Asset Managers at any time fail or cease the individuals, as the case may be, constituting the Key Asset Managers at any time fail or cease 

to have the power (or, if multiple individuals constitute such Key Asset Managers, the collective to have the power (or, if multiple individuals constitute such Key Asset Managers, the collective

power), directly or indirectly, to manage and control, or shall fail or cease to be actively and power), directly or indirectly, to manage and control, or shall fail or cease to be actively and

meaningfully involved (directly or indirectly) on a day-to-day basis in, all ordinary course meaningfully involved (directly or indirectly) on a day-to-day basis in, all ordinary course

decision-making regarding the asset management/special servicing of the Assets; decision-making regarding the asset management/special servicing of the Assets;

clause (A),the asset management/special servicing of the Assets, or (y) the individual, or any of 

(iv) (iv) the Lead Bidder failing or ceasing to retain, beneficially and of record, either directly the Lead Bidder failing or ceasing to retain, beneficially and of record, either directly 

or indirectly through one or more intermediaries (but, in the case of any indirect ownership, for or indirectly through one or more intermediaries (but, in the case of any indirect ownership, for 

the avoidance of doubt, attributing to the Lead Bidder only its actual ultimate ownership (for the avoidance of doubt, attributing to the Lead Bidder only its actual ultimate ownership (for 

example, after taking into account the dilutive effect of any such intermediaries that are not example, after taking into account the dilutive effect of any such intermediaries that are not 

wholly-owned subsidiaries of the Lead Bidder)), a percentage Ownership Interest in the Private wholly-owned subsidiaries of the Lead Bidder)), a percentage Ownership Interest in the Private 

Owner (expressed in terms of relative fair market values of all outstanding Ownership Interests Owner (expressed in terms of relative fair market values of all outstanding Ownership Interests 

in the Private Owner) that is at least 75% of such direct or indirect percentage Ownership Interest in the Private Owner) that is at least 75% of such direct or indirect percentage Ownership Interest 

of the Lead Bidder in the Private Owner (determined as described above) upon consummation of of the Lead Bidder in the Private Owner (determined as described above) upon consummation of 

the Closing; or the Closing; or 

(v) (v) (x) the Ultimate Parent Entity of the Private Owner's Specified Parent (or, if such (x) the Ultimate Parent Entity of the Private Owner's Specified Parent (or, if such 

Specified Parent includes more than one Person, the Ultimate Parent Entity of any such Person Specified Parent includes more than one Person, the Ultimate Parent Entity of any such Person 

included in the Private Owner's Specified Parent) for any reason (A) failing or ceasing to included in the Private Owner's Specified Parent) for any reason (A) failing or ceasing to 

Control such Specified Parent (or any such Person included in such Specified Parent), or (B) Control such Specified Parent (or any such Person included in such Specified Parent), or (B) 

failing or ceasing to retain, beneficially and of record, either directly or indirectly through one or failing or ceasing to retain, beneficially and of record, either directly or indirectly through one or

more intermediaries (but, in the case of any indirect ownership, for the avoidance of doubt, more intermediaries (but, in the case of any indirect ownership, for the avoidance of doubt,

attributing to such Ultimate Parent Entity only its actual ultimate ownership (for example, after attributing to such Ultimate Parent Entity only its actual ultimate ownership (for example, after 

taking into account the dilutive effect of any such intermediaries that are not wholly-owned taking into account the dilutive effect of any such intermediaries that are not wholly-owned

subsidiaries of such Ultimate Parent Entity)) a percentage Ownership Interest in such Specified subsidiaries of such Ultimate Parent Entity)) a percentage Ownership Interest in such Specified 

Parent (or any such Person included in such Specified Parent) (expressed in terms of relative fair Parent (or any such Person included in such Specified Parent) (expressed in terms of relative fair

market values of all outstanding Ownership Interests in such Specified Parent) (or any such market values of all outstanding Ownership Interests in such Specified Parent) (or any such 

Person included in such Specified Parent)) that is at least 75% of such direct or indirect Person included in such Specified Parent)) that is at least 75% of such direct or indirect

percentage Ownership Interest of such Person in such Specified Parent (or any such Person percentage Ownership Interest of such Person in such Specified Parent (or any such Person 

included in such Specified Parent) (determined as described above) upon consummation of the included in such Specified Parent) (determined as described above) upon consummation of the 

Closing (or, in the case of any Person becoming a Specified Parent after the Closing pursuant to Closing (or, in the case of any Person becoming a Specified Parent after the Closing pursuant to 

clause (i)(y) clause (1)(y) of the definition of such term, as of the date such Person so became a Specified of the definition of such term, as of the date such Person so became a Specified

Parent), or (y) any Entity (considered together with its Affiliates), or any Entities acting together Parent), or (y) any Entity (considered together with its Affiliates), or any Entities acting together

or that would constitute a "group" for the purposes of Section 13(d) of the Exchange Act (in the or that would constitute a "group" for the purposes of Section 13(d) of the Exchange Act (in the 

case of each such Entity, considered together with its Affiliates), in each case other than the case of each such Entity, considered together with its Affiliates), in each case other than the 

Ultimate Parent Entity of such Specified Parent (and/or any Entities Controlled by such Ultimate Ultimate Parent Entity of such Specified Parent (and/or any Entities Controlled by such Ultimate

Parent Entity), at any time shall Control the Private Owner's Specified Parent (or, if such Parent Entity), at any time shall Control the Private Owner's Specified Parent (or, if such

Specified Parent includes more than one Person, shall Control any Person included in such Specified Parent includes more than one Person, shall Control any Person included in such 

Specified Parent), including by Controlling such Ultimate Parent Entity; and Specified Parent), including by Controlling such Ultimate Parent Entity; and

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
(b) with respect to the Servicer or any Rated Subservicer: (b) with respect to the Servicer or any Rated Subservicer: 

(i) (i) such Person's Specified Parent for any reason (x) failing or ceasing to Control such such Person's Specified Parent for any reason (x) failing or ceasing to Control such 

Person or (y) failing or ceasing to own, beneficially and of record, either directly or indirectly Person or (y) failing or ceasing to own, beneficially and of record, either directly or indirectly 

(but, in the case of any indirect ownership, for the avoidance of doubt, attributing to such (but, in the case of any indirect ownership, for the avoidance of doubt, attributing to such 

Specified Parent only its actual ultimate ownership (for example, after taking into account the Specified Parent only its actual ultimate ownership (for example, after taking into account the 

dilutive effect of intervening Persons that directly or indirectly own any Ownership Interest in dilutive effect of intervening Persons that directly or indirectly own any Ownership Interest in 

such Servicer or Rated Subservicer but that are not wholly-owned subsidiaries of such Specified such Servicer or Rated Subservicer but that are not wholly-owned subsidiaries of such Specified 

Parent)), at least 50.1% in value of all of the Ownership Interests in such Person; or Parent)), at least 50.1% in value of all of the Ownership Interests in such Person; or

(ii) (ii) without limitation of clause (i), in the event such Person is (or at the time it became without limitation of clause (i), in the event such Person is (or at the time it became 

the Servicer or an applicable Rated Subservicer, was) an Affiliate of the Private Owner, any the Servicer or an applicable Rated Subservicer, was) an Affiliate of the Private Owner, any

Change of Control with respect to the Private Owner. Change of Control with respect to the Private Owner. 

"Class" "Class" means each of the Class A Purchase Money Notes and each other Subsequent means each of the Class A Purchase Money Notes and each other Subsequent

Class Purchase Money Notes. Class Purchase Money Notes. 

"Class A Note Maturity Date" "Class A Note Maturity Date" means "Maturity Date" as defined in the Class A means "Maturity Date" as defined in the Class A 

Purchase Money Notes. Purchase Money Notes. 

"Class A Purchase Money Notes" "Class A Purchase Money Notes"means any of the Purchase Money Notes with a means any of the Purchase Money Notes with a 

maturity date of August 10, 2018, issued by the Company in accordance with the terms of the maturity date of August 10, 2018, issued by the Company in accordance with the terms of the 

Custodial and Paying Agency Agreement and designated as a Class A Purchase Money Note, or Custodial and Paying Agency Agreement and designated as a Class A Purchase Money Note, or 

any note or notes executed and delivered upon registration of transfer of, or in exchange for, or any note or notes executed and delivered upon registration of transfer of, or in exchange for, or 

in lieu of, such Purchase Money Note. in lieu of, such Purchase Money Note. 

"Clean-up Call" "Clean-up Call"has the meaning set forth in Section 12.20 of the LLC Operating has the meaning set forth in Section 12.20 of the LLC Operating 

Agreement. Agreement. 

"Clearing Agency" "Clearing Agency"means an organization registered as a "clearing agency" pursuant to means an organization registered as a "clearing agency" pursuant to 

Section 17A of the Exchange Act. Section 17A of the Exchange Act. 

"Closing" "Closing"means the consummation of the transactions contemplated in the Private means the consummation of the transactions contemplated in the Private 

Owner Interest Sale Agreement. Owner Interest Sale Agreement. 

"Closing Date" "Closing Date"means August 10, 2011. means August 10, 2011. 

"Closing Date Asset Litigation" "Closing Date Asset Litigation" means (i) any Action relating to any of the Assets and means (i) any Action relating to any of the Assets and 

that is pending against the Receiver and/or any Failed Bank as of the Cut-Off Date and/or the that is pending against the Receiver and/or any Failed Bank as of the Cut-Off Date and/or the 

Closing Date or (ii) without limitation of clause (i), any Action relating to any of the Assets and Closing Date or (ii) without limitation of clause (i), any Action relating to any of the Assets and 

in which the Receiver and/or any Failed Bank is involved (including as a plaintiff) as of the CutOff Date and/or the Closing Date, with respect to this clause (ii) to the extent that any Liability Off Date and/or the Closing Date, with respect to this clause (ii) to the extent that any Liability 

of the Receiver and/or any Failed Bank is asserted therein (including by way of counterclaim). of the Receiver and/or any Failed Bank is asserted therein (including by way of counterclaim). 

"Code" "e"means the United States Internal Revenue Code of 1986, together with the means the United States Internal Revenue Code of 1986, together with the 

regulations promulgated thereunder, as may be amended from time to time. regulations promulgated thereunder, as may be amended from time to time. 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
"Collateral" "Collateral"means any and all real or personal property, whether tangible, intangible or means any and all real or personal property, whether tangible, intangible or 

mixed, securing or pledged to secure an Asset, including (i) any account, equipment, guarantee mixed, securing or pledged to secure an Asset, including (i) any account, equipment, guarantee 

or contract right, equity, partnership or other interest that is the subject of any Collateral or contract right, equity, partnership or other interest that is the subject of any Collateral 

Document and (ii) as the context requires, Acquired Property, whether or not expressly specified. Document and (ii) as the context requires, Acquired Property, whether or not expressly specified. 

"Collateral Certificate" "Collateral Certificate" has the meaning set forth in has the meaning set forth in Section 6.1(b) Section 6.1(b)of the Custodial and of the Custodial and 

Paying Agency Agreement. Paying Agency Agreement. 

"Collateral Document" "Collateral Document"means any deed of trust, deed, trust deed, deed to secure debt, means any deed of trust, deed, trust deed, deed to secure debt, 

mortgage, contract for the sale of real property, pledge agreement, security agreement, personal, mortgage, contract for the sale of real property, pledge agreement, security agreement, personal, 

corporate or other guaranty, assignment, collateral agreement, stock power or other agreement or corporate or other guaranty, assignment, collateral agreement, stock power or other agreement or 

document of any kind, whether an original or a copy, whether similar to or different from those document of any kind, whether an original or a copy, whether similar to or different from those 

enumerated, (i) securing in any manner the performance or payment by any Borrower or any enumerated, (i) securing in any manner the performance or payment by any Borrower or any 

Obligor of its obligations or the obligations of any Borrower or any Obligor pursuant to any of Obligor of its obligations or the obligations of any Borrower or any Obligor pursuant to any of 

the Assets or Notes evidencing the Assets, or (ii) evidencing ownership of any Acquired the Assets or Notes evidencing the Assets, or (ii) evidencing ownership of any Acquired 

Property. Property. 

"Collection Account" "Collection Account"means the segregated trust or custodial account designated as the means the segregated trust or custodial account designated as the 

"Collection Account" pursuant to "Collection Account" pursuant to Section 3.1(a) Section 3.1(a)of the Custodial and Paying Agency Agreement. of the Custodial and Paying Agency Agreement. 

"Company" "Company"means CRE Venture 2011-1, LLC, a Delaware limited liability company. means CRE Venture 2011-1, LLC, a Delaware limited liability company. 

"Company Accounts" "Company Accounts"means the Collection Account, the Distribution Account, the means the Collection Account, the Distribution Account, the 

Working Capital Reserve Account and the Defeasance Account. Working Capital Reserve Account and the Defeasance Account. 

"Company Acquired Property" "Company Acquired Property"means (i) Collateral to which title is acquired by or on means (i) Collateral to which title is acquired by or on 

behalf of the Company or any Ownership Entity by foreclosure, by deed in lieu of foreclosure, behalf of the Company or any Ownership Entity by foreclosure, by deed in lieu of foreclosure, 

by power of sale, pursuant to the Uniform Commercial Code or otherwise, (ii) the equity by power of sale, pursuant to the Uniform Commercial Code or otherwise, (ii) the equity 

interests in any Ownership Entity holding any such Collateral and (iii) the assets held directly or interests in any Ownership Entity holding any such Collateral and (iii) the assets held directly or 

indirectly by any such Ownership Entity. indirectly by any such Ownership Entity. 

"Company Principal Prepayment Amount" "Company Principal Prepayment Amount"means any voluntary amounts deposited means any voluntary amounts deposited 

into the Defeasance Account by the Company with the consent of the Required PMN Consenting into the Defeasance Account by the Company with the consent of the Required PMN Consenting 

Parties for the purposes of prepaying in whole or in part principal on any Class of Purchase Parties for the purposes of prepaying in whole or in part principal on any Class of Purchase 

Money Notes. Money Notes. 

"Company Property" "Company Property"means any property contributed to, acquired by or otherwise means any property contributed to, acquired by or otherwise 

owned by the Company (including the Assets contributed or sold by the Transferor to the owned by the Company (including the Assets contributed or sold by the Transferor to the 

Company pursuant to the Contribution Agreement), whether real or personal, tangible or Company pursuant to the Contribution Agreement), whether real or personal, tangible or 

intangible property, including but not limited to any legal or equitable interest in such property, intangible property, including but not limited to any legal or equitable interest in such property, 

ownership interests in entities owning real or personal property, and money. ownership interests in entities owning real or personal property, and money. 

"Confidentiality Agreement" "Confidentiality Agreement" means each Structured Transaction Confidentiality means each Structured Transaction Confidentiality 

Agreement, dated as of the Closing Date or such earlier date as may have been applicable Agreement, dated as of the Closing Date or such earlier date as may have been applicable 

pursuant to the sealed bid process resulting in the submission of the Bid Form, by and between pursuant to the sealed bid process resulting in the submission of the Bid Form, by and between 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
the FDIC and the Private Owner or any Affiliate(s) of the Private Owner (including by way of the FDIC and the Private Owner or any Affiliate(s) of the Private Owner (including by way of 

joinder). joinder).

"Consolidated Business Plan" "Consolidated Business Plan" has the meaning set forth in has the meaning set forth in Section 7.7 of the LLC 
 Section 7.7of the LLC

Operating Agreement. Operating Agreement. 


"Contract for Deed" "Contract for Deed"means an executory contract with a third party to convey real means an executory contract with a third party to convey real 

property to such third party upon payment of the amounts set forth therein and/or the property to such third party upon payment of the amounts set forth therein and/or the

performance of any other obligations described therein, including any installment land sale performance of any other obligations described therein, including any installment land sale

contract. contract. 

"Contribution Agreement" "Contribution Agreement" means the Asset Contribution and Sale Agreement dated as means the Asset Contribution and Sale Agreement dated as 


of the Closing Date by and between the Transferor and the Company. of the Closing Date by and between the Transferor and the Company. 


"Control" "Control"(including the phrases (including the phrases"Controlled by" "Controlled by"and and"under common Control with") "under common Control with") 

when used with respect to any 'specified Person means the possession, direct or indirect, of the when used with respect to any 'specified Person means the possession, direct or indirect, of the 

power to direct or cause the direction of the management and policies of such Person, whether power to direct or cause the direction of the management and policies of such Person, whether

through the ownership of voting securities or interests, by contract or otherwise. through the ownership of voting securities or interests, by contract or otherwise.

"Core Agreements" "Core Agreements"means, collectively, the Contribution Agreement, the Private Owner means, collectively, the Contribution Agreement, the Private Owner 

Interest Sale Agreement, the LLC Operating Agreement, the Reimbursement, Security and Interest Sale Agreement, the LLC Operating Agreement, the Reimbursement, Security and 

Guaranty Agreement and the Custodial and Paying Agency Agreement. Guaranty Agreement and the Custodial and Paying Agency Agreement. 

"Covered Persons" "Covered Persons" has the meaning set forth in the LLC Operating Agreement. has the meaning set forth in the LLC Operating Agreement. 

"Custodial and Paying Agency Agreement" "Custodial and Paying Agency Agreement"means the Custodial and Paying Agency means the Custodial and Paying Agency 

Agreement dated as of the Closing Date, by and among the Company, the Bank, the PMN Agent, Agreement dated as of the Closing Date, by and among the Company, the Bank, the PMN Agent,

the Initial Member and the Private Owner, and thereafter any replacement Custodial and Paying the Initial Member and the Private Owner, and thereafter any replacement Custodial and Paying 

Agency Agreement that is acceptable to the Initial Member and (so long as any Secured Agency Agreement that is acceptable to the Initial Member and (so long as any Secured

Obligations remain outstanding) the PMN Agent entered into from time to time in accordance Obligations remain outstanding) the PMN Agent entered into from time to time in accordance 

with the LLC Operating Agreement and the other Transaction Documents. with the LLC Operating Agreement and the other Transaction Documents. 

"Custodial Delivery Failure" "Custodial Delivery Failure" has the meaning set forth in has the meaning set forth in Section 13.1(c) of the Section 111(c)of the

Custodial and Paying Agency Agreement. Custodial and Paying Agency Agreement. 

"Custodial Documents" "Custodial Documents" has the meaning set forth in has the meaning set forth in Section 6.1(c) of the Custodial and Section 6.1(c)of the Custodial and

Paying Agency Agreement. Paying Agency Agreement.

"Custodial Report" "Custodial Report"means a report prepared by the Custodian, which shall be in a form means a report prepared by the Custodian, which shall be in a form 

acceptable to the Company and the PMN Agent, detailing, with respect to any Asset that has acceptable to the Company and the PMN Agent, detailing, with respect to any Asset that has 

been released by the Custodian, the following: (i) the Borrower name and any identification been released by the Custodian, the following: (i) the Borrower name and any identification

number assigned to the Asset, (ii) the location to which the Custodial Documents with respect to number assigned to the Asset, (ii) the location to which the Custodial Documents with respect to

such Asset were delivered by the Custodian, (iii) the date on which such Custodial Documents such Asset were delivered by the Custodian, (iii) the date on which such Custodial Documents 

were released by the Custodian, and (iv) the Person to which such Custodial Documents were were released by the Custodian, and (iv) the Person to which such Custodial Documents were 

released. released. 

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CRE Venture 2011-1 Structured Transaction CRE Venture 20114 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
"Custodian" "Custodian"means the Bank (as the initial document custodian appointed pursuant to means the Bank (as the initial document custodian appointed pursuant to 

the LLC Operating Agreement), and any successor custodian that is a Qualified Custodian and the LLC Operating Agreement), and any successor custodian that is a Qualified Custodian and 

Paying Agent and is acceptable and approved by the Initial Member, such approval not to be Paying Agent and is acceptable and approved by the Initial Member, such approval not to be 

unreasonably withheld, delayed or conditioned. unreasonably withheld, delayed or conditioned.

"Custodian/Paying Agent" "Custodian/Paying Agent"means the Person from time to time serving as the Custodian means the Person from time to time serving as the Custodian 

and the Paying Agent. and the Paying Agent.

"Custodian and Paying Agent Report" "Custodian and Paying Agent Report"has the meaning set forth in Section 11.1(a) of has the meaning set forth in Section 11.1(a) of 

the Custodial and Paying Agency Agreement. the Custodial and Paying Agency Agreement. 

"Customer Information" "Customer Information"shall mean all non-public information regarding any Borrower shall mean all non-public information regarding any Borrower 

or other Obligor, disclosure of which is regulated or restricted in any way by applicable Law. or other Obligor, disclosure of which is regulated or restricted in any way by applicable Law. 

"Cut-Off Date" "Cut-Off Date"means as of the close of business on July 8, 2011. means as of the close of business on July 8, 2011. 

"Cut-Off Date Unpaid Principal Balance" "Cut-Off Date Unpaid Principal Balance"means, with respect to any Asset, the means, with respect to any Asset, the 

estimate of the Unpaid Principal Balance of the Asset as of the Cut-Off Date as stated on the estimate of the Unpaid Principal Balance of the Asset as of the Cut-Off Date as stated on the 

Asset Schedule. Asset Schedule. 

"Debt" "t" of any Person means (i) all indebtedness of such Person for borrowed money, of any Person means (i) all indebtedness of such Person for borrowed money, 

(ii) (ii) all obligations of such Person for the deferred purchase price of property or services all obligations of such Person for the deferred purchase price of property or services 

(excluding non-Affiliated trade payables (or Affiliated trade payables, incurred in a manner (excluding non-Affiliated trade payables (or Affiliated trade payables, incurred in a manner 

consistent with applicable requirements in the Transaction Documents, that are expressly consistent with applicable requirements in the Transaction Documents, that are expressly 

subordinated in writing to such Person's obligations under the Transaction Documents on terms subordinated in writing to such Person's obligations under the Transaction Documents on terms 

satisfactory to the Required Consenting Parties) arising in the ordinary course of business), satisfactory to the Required Consenting Parties) arising in the ordinary course of business), 

(iii) (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar all obligations of such Person evidenced by notes, bonds, debentures or other similar 

instruments, (iv) all indebtedness created or arising under any conditional sale or other title instruments, (iv) all indebtedness created or arising under any conditional sale or other title 

retention agreement with respect to property acquired by such Person (even though the rights and retention agreement with respect to property acquired by such Person (even though the rights and 

remedies of the seller or lender under such agreement in the event of default are limited to remedies of the seller or lender under such agreement in the event of default are limited to 

repossession or sale of such property), (v) all obligations of such Person as lessee under leases repossession or sale of such property), (v) all obligations of such Person as lessee under leases 

that have been or should be, in accordance with GAAP, recorded as capital leases, (vi) all that have been or should be, in accordance with GAAP, recorded as capital leases, (vi) all 

liabilities or obligations of any nature whatsoever secured by a consensual pledge, consensual liabilities or obligations of any nature whatsoever secured by a consensual pledge, consensual 

security interest or other consensual Lien of, in or on any property or asset of such Person (other security interest or other consensual Lien of, in or on any property or asset of such Person (other 

than (x) if such Person is the Private Owner, any such pledge, security interest or other Lien than (x) if such Person is the Private Owner, any such pledge, security interest or other Lien 

granted to the Initial Member under the LLC Operating Agreement, and (y) customary rights of granted to the Initial Member under the LLC Operating Agreement, and (y) customary rights of 

set-off, revocation, refund or chargeback under deposit agreements or under the Uniform set-off, revocation, refund or chargeback under deposit agreements or under the Uniform 

Commercial Code of banks or other similar financial institutions where such Person maintains Commercial Code of banks or other similar financial institutions where such Person maintains 

deposits), (vii) all direct or contingent obligations of such Person arising under, or otherwise in deposits), (vii) all direct or contingent obligations of such Person arising under, or otherwise in 

respect of, letters of credit (including standby and commercial), bankers' acceptances, bank respect of, letters of credit (including standby and commercial), bankers' acceptances, bank 

guaranties, surety bonds and similar instruments (including any Qualifying Letter of Credit), or guaranties, surety bonds and similar instruments (including any Qualifying Letter of Credit), or 

(viii) all indebtedness or obligations of others of the kinds referred to in clauses (i) through (viii) all indebtedness or obligations of others of the kinds referred to in clauses (i) through 

(vii) above in respect of which such Person has entered into or issued any Guarantee. (vii) above in respect of which such Person has entered into or issued any Guarantee. 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
"Debt Agreements" "Debt Agreements" means the Purchase Money Notes, the Reimbursement, Security and means the Purchase Money Notes, the Reimbursement, Security and 

Guaranty Agreement, the Account Control Agreement and each Purchase Money Notes Guaranty Agreement, the Account Control Agreement and each Purchase Money Notes 

Guaranty. Guaranty. 

"Debtor Relief Laws" "Debtor Relief Laws"means Title 11 of the United States Code means Title 11 of the United States Code (11 U.S.C. (11 U.S.C. §§101, et §§101, et

seq.), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of seq.), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of 

creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor 

relief Laws of the United States or other applicable jurisdictions from time to time in effect and relief Laws of the United States or other applicable jurisdictions from time to time in effect and 

affecting the rights of creditors generally. affecting the rights of creditors generally. 

"Default" "Default"(i) for purposes of the Reimbursement, Security and Guaranty Agreement, (i) for purposes of the Reimbursement, Security and Guaranty Agreement, 

means any event or condition that constitutes an Event of Default (for the avoidance of doubt, as means any event or condition that constitutes an Event of Default (for the avoidance of doubt, as

defined in the Reimbursement, Security and Guaranty Agreement) or that, with the giving of any defined in the Reimbursement, Security and Guaranty Agreement) or that, with the giving of any 

notice, the passage of time, or both, would be an Event of Default (for the avoidance of doubt, as notice, the passage of time, or both, would be an Event of Default (for the avoidance of doubt, as 

defined in the Reimbursement, Security and Guaranty Agreement), and (ii) for purposes of any defined in the Reimbursement, Security and Guaranty Agreement), and (ii) for purposes of any 

other Transaction Document in which it is used, has the meaning set forth in such Transaction other Transaction Document in which it is used, has the meaning set forth in such Transaction 

Document. Document.

"Defaulted Loan" "Defaulted Loan"means any Loan (i) that is delinquent sixty days or more in respect to means any Loan (i) that is delinquent sixty days or more in respect to 

any scheduled payment of principal and/or interest thereunder or (ii) as to which any principal or any scheduled payment of principal and/or interest thereunder or (ii) as to which any principal or 

accrued interest remains unpaid for thirty days or more after the stated maturity date of such accrued interest remains unpaid for thirty days or more after the stated maturity date of such 

Loan. Loan. 

"Defeasance Account" "Defeasance Account"means the segregated trust or custodial account designated as the means the segregated trust or custodial account designated as the 

"Defeasance Account" pursuant to Section 3.3(a) of the Custodial and Paying Agency 

Agreement. Agreement.

"Defeasance Account" pursuant to Section 3.3(a)of the Custodial and Paying Agency 

"Deficiency Balance" "Deficiency Balance"means the remaining unpaid principal balance of any Note or Loan means the remaining unpaid principal balance of any Note or Loan 

sold or contributed pursuant to the Contribution Agreement (or, in the case of Acquired REO sold or contributed pursuant to the Contribution Agreement (or, in the case of Acquired REO 

Property that became Acquired REO Property prior to or on the Cut-Off Date, of the note or loan Property that became Acquired REO Property prior to or on the Cut-Off Date, of the note or loan 

that was secured by such Acquired REO Property) after crediting to it the proceeds of a that was secured by such Acquired REO Property) after crediting to it the proceeds of a 

foreclosure sale, deed in lieu of foreclosure or any other exercise of remedies with respect to foreclosure sale, deed in lieu of foreclosure or any other exercise of remedies with respect to

Collateral (or, in the case of any note or loan described in the preceding parenthetical, the Collateral (or, in the case of any note or loan described in the preceding parenthetical, the 

collateral for such note or loan (including the Acquired REO Property described in such collateral for such note or loan (including the Acquired REO Property described in such 

parenthetical)). parenthetical)). 

"Deficiency Judgment Claim" "Deficiency Judgment Claim" means any claim, right or demand in or to any deficiency means any claim, right or demand in or to any deficiency 

judgment, or any similar claim, right, demand or other recourse. judgment, or any similar claim, right, demand or other recourse.

"Depository" "Depository" oror "DTC"C" means the Depository Trust Company, its nominees, and their means the Depository Trust Company, its nominees, and their 

respective successors. respective successors. 

"Determination Date" "Determination Date"means the last day of each Due Period. means the last day of each Due Period. 

"Direct Owner" "Direct Owner"means, with respect to any Person, any other Person who has any direct means, with respect to any Person, any other Person who has any direct 

ownership interest in such Person. ownership interest in such Person. 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 31 

EXECUTION VERSION EXECUTION VERSION 
"Dishonored Check" "Dishonored Check"means any check or similar instrument that has been returned due means any check or similar instrument that has been returned due 

to insufficient funds or a stop payment order. to insufficient funds or a stop payment order.

"Disposition" "Disposition"means, with respect to any particular property, equity interest or asset, (i) means, with respect to any particular property, equity interest or asset, (i) 

any sale, assignment, alienation, gift, exchange, conveyance, transfer, pledge or hypothecation any sale, assignment, alienation, gift, exchange, conveyance, transfer, pledge or hypothecation 

of, any granting of a Lien or proxy with respect to, or any other disposition whatsoever of, such of, any granting of a Lien or proxy with respect to, or any other disposition whatsoever of, such 

property or asset (or of any interest therein), (ii) without limitation of property or asset (or of any interest therein), (ii) without limitation of clause (i), clause (i),effecting any effecting any 

transaction or entering into any arrangement (including any form of participation or other transaction or entering into any arrangement (including any form of participation or other

derivative transaction of any nature whatsoever) that in effect (and at any time) transfers or derivative transaction of any nature whatsoever) that in effect (and at any time) transfers or 

otherwise disposes of (or results in the transfer or disposition of), to any extent, the economic or otherwise disposes of (or results in the transfer or disposition of), to any extent, the economic or 

other consequences of ownership of such property or asset (including, in the case of the Private other consequences of ownership of such property or asset (including, in the case of the Private 

Owner Interest, voting and/or management participation rights associated therewith or rights to Owner Interest, voting and/or management participation rights associated therewith or rights to 

receive the Interim Management Fee or the Management Fee), including any agreement to make receive the Interim Management Fee or the Management Fee), including any agreement to make 

any payment to a third party based upon any amount received in respect of such property or any payment to a third party based upon any amount received in respect of such property or 

asset, or (iii) any other action or transaction similar to any of the foregoing, in the case of each of asset, or (iii) any other action or transaction similar to any of the foregoing, in the case of each of 

(i), (ii) and (iii), whether any of the foregoing is voluntary or involuntary, direct or indirect or in (i), (ii) and (iii), whether any of the foregoing is voluntary or involuntary, direct or indirect or in 

whole or in part, and including any of the foregoing by operation of Law (including any merger whole or in part, and including any of the foregoing by operation of Law (including any merger 

into, or any consolidation with, any other Person). For the avoidance of doubt, it is understood into, or any consolidation with, any other Person). For the avoidance of doubt, it is understood 

and agreed that a statutory conversion of a Person into another form of Person does not constitute and agreed that a statutory conversion of a Person into another form of Person does not constitute 

a Disposition. The term a Disposition. The term "Dispose" "Dispose" means to make or consummate a "Disposition." means to make or consununate a "Disposition." 

"Dispute Resolution Procedure" "Dispute Resolution Procedure" means the following procedure solely for the purpose means the following procedure solely for the purpose 

of determining a particular amount: of determining a particular amount: 

Each Member shall submit to the other, within five Business Days of referral to this Each Member shall submit to the other, within five Business Days of referral to this 

procedure, its proposed amount. If either Member fails to submit such a proposal within such procedure, its proposed amount. If either Member fails to submit such a proposal within such 

time period, then the amount shall be the single proposal provided. If the higher of the two time period, then the amount shall be the single proposal provided. If the higher of the two 

proposals is not greater than 110% of the lower proposal, then the amount shall be the average of proposals is not greater than 110% of the lower proposal, then the amount shall be the average of 

such two proposals. If the higher of such two proposals is greater than 110% of the lower such two proposals. If the higher of such two proposals is greater than 110% of the lower 

amount, then the Members shall, within seven days of their submission of such proposals, jointly amount, then the Members shall, within seven days of their submission of such proposals, jointly 

select a nationally recognized investment banking firm which shall, within fifteen days of its select a nationally recognized investment banking firm which shall, within fifteen days of its 

appointment, select the proposed amount previously submitted by the Members pursuant to this appointment, select the proposed amount previously submitted by the Members pursuant to this 

procedure that in its opinion more closely reflects the amount being determined as described in procedure that in its opinion more closely reflects the amount being determined as described in 

the LLC Operating Agreement, and the proposal thus selected shall be considered the amount for the LLC Operating Agreement, and the proposal thus selected shall be considered the amount for 

purposes of the LLC Operating Agreement. If the Members fail to agree on such investment purposes of the LLC Operating Agreement. If the Members fail to agree on such investment 

banking firm within such seven-day period, then each Member shall nominate, within such banking firm within such seven-day period, then each Member shall nominate, within such

seven-day period, a nationally recognized investment banking firm that is not an Affiliate thereof seven-day period, a nationally recognized investment banking firm that is not an Affiliate thereof 

and the investment banking firm that is to make such determination shall be chosen by the two and the investment banking firm that is to make such determination shall be chosen by the two 

nominated firms promptly after the expiration of such seven-day period; nominated firms promptly after the expiration of such seven-day period; provided,that if either that if either 

Member shall fail to nominate such an investment banking firm within such seven-day period, Member shall fail to nominate such an investment banking firm within such seven-day period, 

such determination shall be made by the investment banking firm nominated by the other such determination shall be made by the investment banking firm nominated by the other 

Member. The fees of the selected investment banking firm shall be paid in the manner provided Member. The fees of the selected investment banking firm shall be paid in the manner provided 

in the LLC Operating Agreement. Any determination of any amount made by any investmentbanking firm selected in accordance with this procedure shall be final and binding on the banking firm selected in accordance with this procedure shall be final and binding on the

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
Members and, without limitation of the foregoing, may be enforced by any court having Members and, without limitation of the foregoing, may be enforced by any court having 

jurisdiction in the premises. jurisdiction in the premises.

"Dissolution Event" "Dissolution Event"means, with respect to any specified Person, (i) in the case of a means, with respect to any specified Person, (i) in the case of a 

specified Person that is a partnership or limited partnership or a limited liability company, the specified Person that is a partnership or limited partnership or a limited liability company, the 

dissolution and commencement of winding up of such partnership, limited partnership or limited dissolution and commencement of winding up of such partnership, limited partnership or limited 

liability company, (ii) in the case of a specified Person that is a corporation, the filing of a liability company, (ii) in the case of a specified Person that is a corporation, the filing of a

certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter and certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter and 

the expiration of ninety days after the date of notice to the corporation of such revocation without the expiration of ninety days after the date of notice to the corporation of such revocation without 

a reinstatement of its charter, and (iii) in the case of any other specified entity, the termination of a reinstatement of its charter, and (iii) in the case of any other specified entity, the termination of 

such entity. For the avoidance of doubt, it is understood and agreed that a statutory conversion such entity. For the avoidance of doubt, it is understood and agreed that a statutory conversion 

of a Person into another form of Person does not constitute a "Dissolution Event." of a Person into another form of Person does not constitute a "Dissolution Event." 

"Distributable Cash" "Distributable Cash"has the meaning set forth in Section 6.5 of the LLC Operating has the meaning set forth in Section 6.5 of the LLC Operating 


Agreement. Agreement. 


"Distribution Account" "Distribution Account"means the segregated trust or custodial account designated as means the segregated trust or custodial account designated as 


the "Distribution Account" pursuant to Section 3.2(a) of the Custodial and Paying Agency the "Distribution Account" pursuant to Section 3.2(a) of the Custodial and Paying Agency 


Agreement. Agreement. 


"Distribution Date" "Distribution Date" means the twenty-fifth day of each month or, if such day is not a means the twenty-fifth day of each month or, if such day is not a 

Business Day, the next succeeding day that is a Business Day, commencing September 26, 2011. Business Day, the next succeeding day that is a Business Day, commencing September 26, 2011. 

"Dollar" "Dollar"or "$" means lawful currency of the United States of America. or "$" means lawful currency of the United States of America. 

"DTC Eligible" "DTC Eligible"means eligible for deposit at DTC and for trading through DTC's book- means eligible for deposit at DTC and for trading through DTC's bookentry system. entry system. 

"Due Period" "Due Period"means (i) with respect to the first Distribution Date, the period from and means (i) with respect to the first Distribution Date, the period from and 

including the day immediately following the Cut-Off Date to and including the last day of the including the day immediately following the Cut-Off Date to and including the last day of the 

calendar month prior to the month in which such first Distribution Date occurs, and (ii) with calendar month prior to the month in which such first Distribution Date occurs, and (ii) with 

respect to each Distribution Date thereafter, the calendar month prior to the month in which such respect to each Distribution Date thereafter, the calendar month prior to the month in which such 

Distribution Date occurs. Distribution Date occurs.

"Earnest Money Deposit" "Earnest Money Deposit" has the meaning set forth in the Recitals of the Private Owner has the meaning set forth in the Recitals of the Private Owner 

Interest Sale Agreement. Interest Sale Agreement. 

"Electronic Tracking Agreement" "Electronic Tracking Agreement"means an agreement substantially in the form of means an agreement substantially in the form of 

Exhibit B to the Servicing Agreement. Exhibit B to the Servicing Agreement.

"Eligible Account "Eligible Account means one or more segregated trust or custodial account or accounts means one or more segregated trust or custodial account or accounts 

established and maintained with an Eligible Institution, each of which shall be entitled for the established and maintained with an Eligible Institution, each of which shall be entitled for the 

benefit of the Company and the PMN Agent. benefit of the Company and the PMN Agent. 

"Eligible Institution" "Eligible Institution"means a Person that is not an Affiliate of the Private Owner (or the means a Person that is not an Affiliate of the Private Owner (or the 

Manager) and that is a federally insured depository institution that is well capitalized; provided Manager) and that is a federally insured depository institution that is well capitalized; provided 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
that an Affiliate of the Private Owner (or the Manager) may be deemed to be an Eligible that an Affiliate of the Private Owner (or the Manager) may be deemed to be an Eligible 

Institution if the Initial Member and the PMN Agent each provides a written consent (which may Institution if the Initial Member and the PMN Agent each provides a written consent (which may 

be withheld in each Person's sole and absolute discretion), which consent may be withdrawn be withheld in each Person's sole and absolute discretion), which consent may be withdrawn

upon written notification to the Manager, in which case such Affiliate of the Private Owner (or upon written notification to the Manager, in which case such Affiliate of the Private Owner (or

of the Manager) shall no longer constitute an Eligible Institution as of the receipt of such notice. of the Manager) shall no longer constitute an Eligible Institution as of the receipt of such notice. 

Any accounts maintained pursuant to any Transaction Document at any institution that ceases to Any accounts maintained pursuant to any Transaction Document at any institution that ceases to

be an Eligible Institution shall be moved to an Eligible Institution within three Business Days be an Eligible Institution shall be moved to an Eligible Institution within three Business Days

after the receipt of such notice. after the receipt of such notice. 

"Embargoed Person" "Embargoed Person"means any Person subject to trade restrictions under United States means any Person subject to trade restrictions under United States 

Law, including, without limitation, the International Emergency Economic Powers Act, Law, including, without limitation, the International Emergency Economic Powers Act, 

50 U.S.C. §§1701, et seq., the Trading with the Enemy Act, 50 U.S.C. §§ App. 1, et seq., any 50 U.S.C. §§1701, et seq., the Trading with the Enemy Act, 50 U.S.C. §§ App. 1, et seq., any 

foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle 

B, Chapter V, as amended), or any enabling legislation or regulations promulgated thereunder or B, Chapter V, as amended), or any enabling legislation or regulations promulgated thereunder or

any executive order relating thereto (including Executive Order 13224 of September 21, 2001 any executive order relating thereto (including Executive Order 13224 of September 21, 2001 

Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to 

Commit or Support Terrorism (66 Fed. Reg. 49079 (2001)) or 31 C.F.R. §594.101, et seq.) with Commit or Support Terrorism (66 Fed. Reg. 49079 (2001)) or 31 C.F.R. §594.101, et seq.) with 

the result that a purchase of assets or any other transaction entered into with respect to any assets the result that a purchase of assets or any other transaction entered into with respect to any assets 

(including, without limitation, any investment in any structured transaction), whether directly or (including, without limitation, any investment in any structured transaction), whether directly or 

indirectly, is prohibited by or in violation of Law. indirectly, is prohibited by or in violation of Law. 

"Entity" "Entity"means any Person other than a natural person. means any Person other than a natural person. 

"Environmental Hazard" "Environmental Hazard"means the presence at, in or under any real property Collateral means the presence at, in or under any real property Collateral 

or Acquired REO Property (whether held in fee simple or subject to a Ground Lease or or Acquired REO Property (whether held in fee simple or subject to a Ground Lease or 

otherwise, and including any improvements whether by buildings or facilities, and any personal otherwise, and including any improvements whether by buildings or facilities, and any personal 

property, fixtures, leases and other property or rights pertaining thereto), of any "hazardous property, fixtures, leases and other property or rights pertaining thereto), of any "hazardous 

substance," as such term is defined in Section 101(14) of the Comprehensive Environmental 

Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601(14), or any petroleum Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601(14), or any petroleum

(including crude oil or any fraction thereof that is liquid at standard conditions of temperature (including crude oil or any fraction thereof that is liquid at standard conditions of temperature 

and pressure), at a level or in an amount that requires remediation or abatement pursuant to and pressure), at a level or in an amount that requires remediation or abatement pursuant to 

applicable Law. applicable Law. 

substance," as such term is defined in Section 101(14) of the Comprehensive Environmental 

"Equity Asset Value" "Equity Asset Value" means, with respect to any Asset, (i) the product of the Private means, with respect to any Asset, (i) the product of the Private 

Owner Interest Asset Value of such Asset Owner Interest Asset Value of such Asset multiplied multiplied by (ii) the quotient of 1.0 divided by the by (ii) the quotient of 1.0 divided by the 

percentage ownership interest of the Private Owner (expressed as a decimal, with 100% being percentage ownership interest of the Private Owner (expressed as a decimal, with 100% being 

equal to 1.0). equal to 1.0). 

"ERISA" "ERISA"means the United States Employee Retirement Income Security Act of 1974, means the United States Employee Retirement Income Security Act of 1974, 

together with the regulations promulgated thereunder, as may be amended from time to time. together with the regulations promulgated thereunder, as may be amended from time to time. 

"ERISA Plan Assets" "ERISA Plan Assets"means "plan assets" within the meaning of Section 3(42) of means "plan assets" within the meaning of Section 3(42) of 

ERISA and the "plan asset" regulations set forth in 29 C.F.R. Section 2510.3-101 as promulgated ERISA and the "plan asset" regulations set forth in 29 C.F.R. Section 2510.3-101 as promulgated 

under ERISA, modified to the extent applicable by Section 3(42) of ERISA. under ERISA, modified to the extent applicable by Section 3(42) of ERISA. 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
"Escrow Account" "Escrow Account"means (i) for purposes of the Contribution Agreement, an account means (i) for purposes of the Contribution Agreement, an account 

maintained by the Receiver (or, in the context of Article VI of the Contribution Agreement, the maintained by the Receiver (or, in the context of Article VI of the Contribution Agreement, the 

Company) or its servicer or other agent for the deposit of Escrow Payments received in respect Company) or its servicer or other agent for the deposit of Escrow Payments received in respect 

of one or more Assets, and (ii) for purposes of the Servicing Agreement and all other Transaction of one or more Assets, and (ii) for purposes of the Servicing Agreement and all other Transaction 

Documents, one or more segregated trust or custodial accounts maintained by the Servicer (or an Documents, one or more segregated trust or custodial accounts maintained by the Servicer (or an 

applicable Subservicer) in trust for the benefit of the Company and the PMN Agent for deposit of applicable Subservicer) in trust for the benefit of the Company and the PMN Agent for deposit of 

Escrow Payments received in respect of one or more Assets, and in either case includes, but is Escrow Payments received in respect of one or more Assets, and in either case includes, but is 

not limited to, all so-called "lockbox" accounts maintained by any Failed Bank or the Company not limited to, all so-called "lockbox" accounts maintained by any Failed Bank or the Company

under the terms of any Asset Documents and any other accounts maintained by any Failed Bank under the terms of any Asset Documents and any other accounts maintained by any Failed Bank 

or the Company under the Asset Documents for amounts deposited or required to be deposited or the Company under the Asset Documents for amounts deposited or required to be deposited 

therein by the applicable Borrower. therein by the applicable Borrower. 

"Escrow Advance" "Escrow Advance" means any advance made to pay Taxes or insurance premiums or means any advance made to pay Taxes or insurance premiums or 

any other cost or expense that, but for a shortfall in an Escrow Account for an Asset, is payable any other cost or expense that, but for a shortfall in an Escrow Account for an Asset, is payable 

using funds in an Escrow Account for an Asset. using funds in an Escrow Account for an Asset. 

"Escrow Balance" "Escrow Balance"means, with respect to any Loan, the positive escrow balance (if any) means, with respect to any Loan, the positive escrow balance (if any) 

in the Escrow Account with respect to that Loan, as reflected on the Asset Schedule. in the Escrow Account with respect to that Loan, as reflected on the Asset Schedule. 

"Escrow Payments" "Escrow Payments"means the amounts for the purpose of paying ground rents, Taxes, means the amounts for the purpose of paying ground rents, Taxes, 

assessments, water rates, common charges in condominiums and planned unit developments, assessments, water rates, common charges in condominiums and plarmed unit developments, 

mortgage insurance premiums, fire and hazard insurance premiums and other payments, or for mortgage insurance premiums, fire and hazard insurance premiums and other payments, or for 

the purpose of paying construction costs, tenant improvement costs and leasing commissions, the purpose of paying construction costs, tenant improvement costs and leasing commissions, 

debt service, furniture, fixture and equipment costs, capital improvement costs, environmental debt service, furniture, fixture and equipment costs, capital improvement costs, environmental 

remediation costs or amounts held as in escrow or as reserves for any other purpose that have remediation costs or amounts held as in escrow or as reserves for any other purpose that have

been deposited in escrow or a reserve account (or designated as such by the Borrower for such been deposited in escrow or a reserve account (or designated as such by the Borrower for such

deposit) with any Failed Bank, the Receiver or the Company or (in each case) its servicer or deposit) with any Failed Bank, the Receiver or the Company or (in each case) its servicer or 

other agent with respect to any Asset. other agent with respect to any Asset. 

"Event of Default", "Event of Default",as used in any Transaction Document, has the meaning set forth in as used in any Transaction Document, has the meaning set forth in 

such Transaction Document, or, if not so defined therein, and except as the context may such Transaction Document, or, if not so defined therein, and except as the context may 

otherwise require, has the meaning set forth in the Reimbursement, Security and Guaranty otherwise require, has the meaning set forth in the Reimbursement, Security and Guaranty 

Agreement; provided, however, that, as used in the Servicing Agreement or the Private Owner Agreement; provided, however, that, as used in the Servicing Agreement or the Private Owner

Account Control Agreement, except as otherwise expressly provided therein, the term "Event of Account Control Agreement, except as otherwise expressly provided therein, the term "Event of

Default" has the meaning set forth in the LLC Operating Agreement. Default" has the meaning set forth in the LLC Operating Agreement. 

"Exception" "Exception"means, with respect to any Asset, any variance from the requirements of means, with respect to any Asset, any variance from the requirements of 

Section 6.1(c) of the Custodial and Paying Agency Agreement or the requirements set forth in Section 6.1(c) of the Custodial and Paying Agency Agreement or the requirements set forth in 

the Review Criteria, including any missing Custodial Document and any document that does not the Review Criteria, including any missing Custodial Document and any document that does not 

meet the applicable requirements set forth in Section 6.1(c) of the Custodial and Paying Agency meet the applicable requirements set forth in Section 6.1(c) of the Custodial and Paying Agency 

Agreement or in the Review Criteria. Agreement or in the Review Criteria. 

"Excess Damage Liability" "Excess Damage Liability"has the meaning set forth in Section 4.5(d) of the has the meaning set forth in Section 4.5(d) of the 

Contribution Agreement. Contribution Agreement. 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version Version 3.1 3.1 

EXECUTION VERSION EXECUTION VERSION 
"Excess Principal" "Excess Principal" has the meaning set forth in has the meaning set forth in Section 2.4(c) of the Contribution 
 Section 2.4(c)of the Contribution

Agreement. Agreement. 


"Excess Working Capital Advance" "Excess Working Capital Advance" has the meaning set forth in has the meaning set forth in Section 5.5 of the LLC 
 Section 5.5of the LLC

Operating Agreement. Operating Agreement. 


"Exchange Act" "Exchange Act"means the United States Securities Exchange Act of 1934, as amended. means the United States Securities Exchange Act of 1934, as amended. 

"Excluded Expenses" "Excluded Expenses"means any of the following: means any of the following: 

(i) any expenses or costs that are not incurred in accordance with the any expenses or costs that are not incurred in accordance with the 


Servicing Standard or, to the extent applicable, the Fannie Mae Guidelines; Servicing Standard or, to the extent applicable, the Fannie Mae Guidelines; 


(ii) (ii) any expenses or costs that are paid to any Affiliate of any of the any expenses or costs that are paid to any Affiliate of any of the 

Manager, the Company, the Servicer or any Subservicer; Manager, the Company, the Servicer or any Subservicer; provided, Excluded Expenses under provided,Excluded Expenses under

this clause (ii) do not include (x) amounts payable to the Manager pursuant to the LLC Operating this clause (ii)do not include (x) amounts payable to the Manager pursuant to the LLC Operating 

Agreement that would be deemed Excluded Expenses under this clause (ii) solely as a result of Agreement that would be deemed Excluded Expenses under this clause (ii)solely as a result of

the Manager being an Affiliate of the Company, the Servicer or any Subservicer or (y) amounts the Manager being an Affiliate of the Company, the Servicer or any Subservicer or (y) amounts 

payable to the Servicer pursuant to the Servicing Agreement or to any Subservicer pursuant to payable to the Servicer pursuant to the Servicing Agreement or to any Subservicer pursuant to 

any Subservicing Agreement that would be deemed Excluded Expenses under this any Subservicing Agreement that would be deemed Excluded Expenses under this clause (ii) clause (ii)

solely as a result of such Servicer or Subservicer being an Affiliate of the Manager or the solely as a result of such Servicer or Subservicer being an Affiliate of the Manager or the 

Company, in the case of each of (x) and (y) so long as such amounts would otherwise constitute Company, in the case of each of (x) and (y) so long as such amounts would otherwise constitute 

Servicing Expenses but for application of this Servicing Expenses but for application of this clause (ii); clause (ii);

(iii) (iii) any fees or other compensation to or expenses of financial advisers, any fees or other compensation to or expenses of financial advisers, 

except to the extent the same are incurred as brokerage fees or sales commissions incurred (x) to except to the extent the same are incurred as brokerage fees or sales commissions incurred (x) to 

market or sell the Assets or any Acquired Property in a Bulk Sale, the terms of which Bulk Sale market or sell the Assets or any Acquired Property in a Bulk Sale, the terms of which Bulk Sale

(including the financial adviser's or broker's fees or sales commissions) are approved in advance (including the financial adviser's or broker's fees or sales commissions) are approved in advance 

by each Required Consenting Party; and (y) in connection with the marketing or sale of any by each Required Consenting Party; and (y) in connection with the marketing or sale of any

Acquired Property or any portion thereof on an individual basis; Acquired Property or any portion thereof on an individual basis;

(iv) (iv) any fine, tax or other penalty, late fee, service charge, interest or any fine, tax or other penalty, late fee, service charge, interest or 

similar charge, costs to release Liens or any other costs or expenses (including legal fees and similar charge, costs to release Liens or any other costs or expenses (including legal fees and 

expenses) incurred by or on behalf of the Company, the Manager (in its capacity as such or in its expenses) incurred by or on behalf of the Company, the Manager (in its capacity as such or in its 

individual capacity), the Servicer or any Subservicer as a result of the Company's or any individual capacity), the Servicer or any Subservicer as a result of the Company's or any 

Manager's or the Servicer's or any Subservicer's failure to service any Asset or Collateral Manager's or the Servicer's or any Subservicer's failure to service any Asset or Collateral 

properly in accordance with the applicable Asset Documents, the LLC Operating Agreement, the properly in accordance with the applicable Asset Documents, the LLC Operating Agreement, the 

Servicing Agreement, any Subservicing Agreement, any other Transaction Document or Servicing Agreement, any Subservicing Agreement, any other Transaction Document or 

otherwise, or failure to make a payment in a timely manner, or failure otherwise to act in a timely otherwise, or failure to make a payment in a timely maimer, or failure otherwise to act in a timely 

manner; manner;

(v) (v) any interest on any amounts paid by any Person with respect to any any interest on any amounts paid by any Person with respect to any 

Servicing Expenses, Interim Servicing Expenses or Pre-Approved Charges; Servicing Expenses, Interim Servicing Expenses or Pre-Approved Charges; 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version Version 3131 

EXECUTION VERSION EXECUTION VERSION 
(vi) (vi) any overhead or administrative costs (whether or not attributable to any overhead or administrative costs (whether or not attributable to 

Servicing) incurred by the Company, the Manager, the Servicer, any Subservicer or any other Servicing) incurred by the Company, the Manager, the Servicer, any Subservicer or any other 

Person (including any travel expenses, and any expenses incurred by any of the Manager, the Person (including any travel expenses, and any expenses incurred by any of the Manager, the 

Tax Matters Member, the Company, the Servicer or any Subservicer to comply with Tax Matters Member, the Company, the Servicer or any Subservicer to comply with Section 4.3, Section 4.3,

Section 7.2, Section 7.3, Section 7.4, Section 7.5, Section 7.6(a) Section 7.2, Section 7.3, Section 7.4, Section 7.5, Section 7.6(a) and Section 7.7 of the LLC and Section 7.7of the LLC

Operating Agreement and the Reporting and Access Schedule), and any costs or expenses of Operating Agreement and the Reporting and Access Schedule), and any costs or expenses of 

engaging independent contractors to perform relevant services for the day-to-day operation of the engaging independent contractors to perform relevant services for the day-to-day operation of the 

Company in lieu of performance of the same by employees of the Manager), in each case other Company in lieu of performance of the same by employees of the Manager), in each case other 

than Reimbursable Company Administrative Expenses; than Reimbursable Company Administrative Expenses; 

(vii) (vii) any servicing, management (including property management) or any servicing, management (including property management) or 

similar fees paid to the Servicer, any Subservicer or any other Person, similar fees paid to the Servicer, any Subservicer or any other Person, provided, that property 
 provided,that property

management fees for on-site property managers (that are not Affiliates of any of the Manager, management fees for on-site property managers (that are not Affiliates of any of the Manager, 


the Company, the Servicer or any Subservicer) of specific Acquired REO Property are not the Company, the Servicer or any Subservicer) of specific Acquired REO Property are not 


included in this included in this clause (vii); clause (vii); 

(viii) (viii) any expenses incurred by the Manager, the Servicer, any any expenses incurred by the Manager, the Servicer, any 

Subservicer or any other Person (x) to become a MERS member or to maintain the Manager or Subservicer or any other Person (x) to become a MERS member or to maintain the Manager or 

such other Person as a MERS member in good standing, in each case as contemplated by the such other Person as a MERS member in good standing, in each case as contemplated by the 

Transaction Documents, or (y) to remove any Asset from the MERS® System in connection Transaction Documents, or (y) to remove any Asset from the MERS® System in connection 

with any voluntary removal by or at the direction of the Manager (as permitted in Section 12.3(h) 


of the LLC Operating Agreement), it being understood that any such removal dictated by default, of the LLC Operating Agreement), it being understood that any such removal dictated by default, 


foreclosure or similar legal or MERS requirements shall not be considered a voluntary removal foreclosure or similar legal or MERS requirements shall not be considered a voluntary removal 


for purposes of this clause; for purposes of this clause; 


with any voluntary removal by or at the direction of the Manager (as permitted in Section 12.3(h) 

(ix) (ix) any amounts subject to the indemnity obligations of the Private any amounts subject to the indemnity obligations of the Private 

Owner under Section 4.6 of the LLC Operating Agreement, of the Servicer under Section 8.2 of 


the Servicing Agreement, or equivalent indemnity obligations of any Subservicer as required to 
 the Servicing Agreement, or equivalent indemnity obligations of any Subservicer as required to

Owner under Section 4.6of the LLC Operating Agreement, of the Servicer under Section 8.2of 

be included in its Subservicing Agreement pursuant to Section 4.2 of the Servicing Agreement or be included in its Subservicing Agreement pursuant to Section 4.2of the Servicing Agreement or

Section 12.1(b) of the LLC Operating Agreement; or Section 12.1(b)of the LLC Operating Agreement; or 

(x) (x) any other amounts expressly designated as "Excluded Expenses" any other amounts expressly designated as "Excluded Expenses"

pursuant to the Transaction Documents. pursuant to the Transaction Documents.

"Excluded Liabilities" "Excluded Liabilities" means: means: 

solely with

Liabilities of any Failed Bank and/or the Receiver under any Transferred Contract Liabilities of any Failed Bank and/or the Receiver under any Transferred Contract

for damages or other remedies (at law or in equity), to the extent (and only to the for damages or other remedies (at law or in equity), to the extent (and only to the

extent) attributable to an act or omission or circumstance that occurred or existed extent) attributable to an act or omission or circumstance that occurred or existed

prior to the Cut-Off Date and that constituted a breach by any Failed Bank and/or prior to the Cut-Off Date and that constituted a breach by any Failed Bank and/or

the Receiver under such Transferred Contract, or a tort, willful misconduct, fraud the Receiver under such Transferred Contract, or a tort, willful misconduct, fraud

(a) (a) solely with respect to clause (a) of the definition of the term "Obligations", all respect to clause (a) of the definition of the term "Obligations", all 

or a violation of Law by any Failed Bank and/or the Receiver; provided, however, or a violation of Law by any Failed Bank and/or the Receiver; provided, however,

that, this clause (a) does not exclude from clause (a) of the definition of the term that, this clause (a) does not exclude from clause (a) of the definition of the term

"Obligations" any Liability of the Receiver under any Transferred Contract that is "Obligations" any Liability of the Receiver under any Transferred Contract that is

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction

Agreement of Definitions Agreement of Definitions

Version 3.1 Version 3.1

EXECUTION VERSION EXECUTION VERSION 
overdue (but solely excludes any Liability of any Failed Bank and/or the Receiver overdue (but solely excludes any Liability of any Failed Bank and/or the Receiver 

for damages or other remedies (at law or in equity) for any breach of any such for damages or other remedies (at law or in equity) for any breach of any such 

Liability occurring prior to the Cut-Off Date); Liability occurring prior to the Cut-Off Date); 

(b) (b) 	 any Liability under any Transferor Loan-Servicing Contract; and any Liability under any Transferor Loan-Servicing Contract; and 

(c) (c) 	 all Liabilities of any Failed Bank or the Receiver as of the Closing Date other than all Liabilities of any Failed Bank or the Receiver as of the Closing Date other than 

the Obligations. the Obligations. 

"Excluded Liability Company Action" "Excluded Liability Company Action" means any Action commenced against the means any Action commenced against the 

Company at any time after the Closing Date in which an Excluded Liability is asserted against Company at any time after the Closing Date in which an Excluded Liability is asserted against 

the Company, provided,for the avoidance of doubt, that no Action against the Company in for the avoidance of doubt, that no Action against the Company in 

respect of a Liability asserted against the Receiver and/or any Failed Bank in any Assumed respect of a Liability asserted against the Receiver and/or any Failed Bank in any Assumed

Closing Date Asset Litigation shall constitute an Excluded Liability Company Action. Closing Date Asset Litigation shall constitute an Excluded Liability Company Action. 

"Excluded Liability Company Claim" "Excluded Liability Company Claim"means any Excluded Liability that is asserted means any Excluded Liability that is asserted 


against the Company in an Excluded Liability Company Action, against the Company in an Excluded Liability Company Action,
 provided,for the avoidance of for the avoidance of 

doubt, that no claim against the Company in respect of a Liability asserted against the Receiver doubt, that no claim against the Company in respect of a Liability asserted against the Receiver 

and/or any Failed Bank in any Assumed Closing Date Asset Litigation shall constitute an and/or any Failed Bank in any Assumed Closing Date Asset Litigation shall constitute an 

Excluded Liability Company Claim. Excluded Liability Company Claim.

"Exempt Taxes" "Exempt Taxes"means (i) any penalty accrued for any period prior to the Closing Date means (i) any penalty accrued for any period prior to the Closing Date 

on any Tax with respect to any Receiver Acquired Property in which the Receiver holds a fee on any Tax with respect to any Receiver Acquired Property in which the Receiver holds a fee 

interest that was not secured by a valid Lien against the Receiver Acquired Property in effect interest that was not secured by a valid Lien against the Receiver Acquired Property in effect 

before the Receiver acquired an interest in such Receiver Acquired Property, (ii) any Tax before the Receiver acquired an interest in such Receiver Acquired Property, (ii) any Tax

(including any special assessment) accrued for any period prior to the Closing Date that is not an (including any special assessment) accrued for any period prior to the Closing Date that is not an 

ad valorum real property Tax, the amount of which was not fixed at the time the Receiver ad valorum real property Tax, the amount of which was not fixed at the time the Receiver 

acquired a fee interest in the Receiver Acquired Property, regardless of the existence of any Lien acquired a fee interest in the Receiver Acquired Property, regardless of the existence of any Lien 

purporting to secure the payment of any such Tax, and (iii) any Tax (including any special purporting to secure the payment of any such Tax, and (iii) any Tax (including any special 

assessment) accrued for any period prior to the Closing Date that is not an ad valorum real assessment) accrued for any period prior to the Closing Date that is not an ad valorum real 

property Tax and that was not secured by a valid Lien against the Receiver Acquired Property in property Tax and that was not secured by a valid Lien against the Receiver Acquired Property in 

effect before the Receiver acquired an interest in such Receiver Acquired. effect before the Receiver acquired an interest in such Receiver Acquired. 

"Existing Servicer" "Existing Servicer"means a Person (including the Receiver) acting as servicer for any means a Person (including the Receiver) acting as servicer for any 

Asset as of the Cut-Off Date. Asset as of the Cut-Off Date.

"Failed Banks" "Failed Banks"means each of the various failed financial institutions listed on the means each of the various failed financial institutions listed on the 

Schedule to this Agreement, and each reference to a "Failed Bank" shall mean the applicable Schedule to this Agreement, and each reference to a "Failed Bank" shall mean the applicable 

financial institution, as the context may require. financial institution, as the context may require. 

"Fair Market Value" "Fair Market Value" means, with respect to any asset on a given date, the gross fair means, with respect to any asset on a given date, the gross fair 

market value of such asset, unreduced by any liability, on such date as determined in good faith market value of such asset, unreduced by any liability, on such date as determined in good faith 

by the Manager after consultation with the Initial Member; provided,however, that (i) the initial however, that (i) the initial 

Fair Market Value for each Asset shall be Total Asset Value for such Asset, and (ii) the parties Fair Market Value for each Asset shall be Total Asset Value for such Asset, and (ii) the parties 

hereto acknowledge and agree that, as of the Closing Date, the Fair Market Value of the Capital hereto acknowledge and agree that, as of the Closing Date, the Fair Market Value of the Capital 

Contribution made by the Initial Member shall be based on the Private Owner Interest Sale Price, Contribution made by the Initial Member shall be based on the Private Owner Interest Sale Price, 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 3.1 

EXECUTION VERSION EXECUTION VERSION 
as set forth in the Private Owner Interest Sale Agreement, and such Fair Market Value shall be as set forth in the Private Owner Interest Sale Agreement, and such Fair Market Value shall be 

utilized for determining the initial Capital Accounts of the Members as of the Closing Date. utilized for determining the initial Capital Accounts of the Members as of the Closing Date. 

"Fannie Mae" "Fannie Mae"means the Federal National Mortgage Association of the United States, or means the Federal National Mortgage Association of the United States, or 

any successor thereto. any successor thereto. 

"Fannie Mae Guidelines" "Fannie Mae Guidelines" means those guidelines governing reimbursement of costs and means those guidelines governing reimbursement of costs and 

expenses by Fannie Mae with respect to loans owned or securitized by Fannie Mae, as in effect expenses by Fannie Mae with respect to loans owned or securitized by Fannie Mae, as in effect 

on the date on which an expense or cost is incurred, including as such guidelines may be set forth on the date on which an expense or cost is incurred, including as such guidelines may be set forth 

in the then effective Fannie Mae Delegated Underwriting and Servicing Guide (or replacement in the then effective Fannie Mae Delegated Underwriting and Servicing Guide (or replacement 

thereto), including all applicable lender memos issued by Fannie Mae in connection therewith. thereto), including all applicable lender memos issued by Fannie Mae in connection therewith. 

"FDIA" "A" means the Federal Deposit Insurance Act, as the same may be amended or means the Federal Deposit Insurance Act, as the same may be amended or 

modified from time to time. modified from time to time. 

"FDIC" "C" means the Federal Deposit Insurance Corporation, in any capacity (for the means the Federal Deposit Insurance Corporation, in any capacity (for the 

avoidance of doubt, present or future). avoidance of doubt, present or future). 

"FDIC Legal Powers" "FDIC Legal Powers"means the rights, powers, immunities and privileges granted to means the rights, powers, immunities and privileges granted to 

the Receiver pursuant to the provisions of the FDIA (including 12 U.S.C. §§ 1821(d), 1823(e) the Receiver pursuant to the provisions of the FDIA (including 12 U.S.C. §§ 1821(d), 1823(e) 

and 1825), the National Bank Act (including 12 U.S.C. §§ 91 and 191, and 1825), the National Bank Act (including 12 U.S.C. §§ 91 and 191, et seq.), et seq.), applicable state applicable state 

receivership laws (incorporated into the FDIA, for example, by 12 U.S.C. §1821(c)(3)(B)), and receivership laws (incorporated into the FDIA, for example, by 12 U.S.C. §1821(c)(3)(B)), and 

similar federal and state law (including statutory and common law) doctrines which protect similar federal and state law (including statutory and common law) doctrines which protect 

financial institution receivers and their assignees (for example, the D'Oench Doctrine (if financial institution receivers and their assignees (for example, the D'Oench Doctrine (if

applicable), involuntary assignee protection, etc.). applicable), involuntary assignee protection, etc.). 

"FDIC-Owned" "FDIC-Owned"means, with respect to any Class of Purchase Money Notes, that the means, with respect to any Class of Purchase Money Notes, that the 

FDIC is the Holder or Note Owner of (or otherwise is the beneficial owner of) 100% of the FDIC is the Holder or Note Owner of (or otherwise is the beneficial owner of) 100% of the

Purchase Money Notes of such Class. Purchase Money Notes of such Class. 

"FDIC Power of Attorney" "FDIC Power of Attorney" means (i) the Limited Power of Attorney or (ii) any other means (i) the Limited Power of Attorney or (ii) any other 

power of attorney, or other authorization to act in the name of, or otherwise on behalf of, the power of attorney, or other authorization to act in the name of, or otherwise on behalf of, the 

Transferor or the FDIC, that the Transferor or the FDIC may provide to the Company or Transferor or the FDIC, that the Transferor or the FDIC may provide to the Company or 

representatives of the Company (including the Manager or representatives of the Manager) representatives of the Company (including the Manager or representatives of the Manager) 

under, or otherwise in connection with the transactions contemplated by, any Transaction under, or otherwise in connection with the transactions contemplated by, any Transaction 

Document (including in the discretion of the Transferor or the FDIC). Document (including in the discretion of the Transferor or the FDIC). 

"FDIC Purchase Money Note Disposition" "FDIC Purchase Money Note Disposition"means any Disposition at any time by the means any Disposition at any time by the 

FDIC of any Purchase Money Note or any interest therein (including any interest in a Purchase FDIC of any Purchase Money Note or any interest therein (including any interest in a Purchase 

Money Note as a Note Owner), in whole or in part and directly or indirectly. Money Note as a Note Owner), in whole or in part and directly or indirectly. 

"Federal Reserve District" "Federal Reserve District" means one of the twelve districts represented by a regional means one of the twelve districts represented by a regional 

Federal Reserve Bank. Federal Reserve Bank. 

"Final Distribution" "Final Distribution"means the distribution of all remaining Asset Proceeds in means the distribution of all remaining Asset Proceeds in 

accordance with the applicable terms of the LLC Operating Agreement and the Custodial and accordance with the applicable terms of the LLC Operating Agreement and the Custodial and 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3A Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
Paying Agency Agreement after liquidation of all of the Assets and related Collateral (including Paying Agency Agreement after liquidation of all of the Assets and related Collateral (including

Acquired REO Property) following the dissolution of the Company. Acquired REO Property) following the dissolution of the Company.

"Final Distribution Date" "Final Distribution Date" means the date of the Final Distribution. means the date of the Final Distribution. 

"Final PMNG Calculation" "Final PMNG Calculation"has the meaning set forth in Section 3.3(e) of the Custodial has the meaning set forth in Section 3.3(e) of the Custodial 


and Paying Agency Agreement. and Paying Agency Agreement. 


"Final Purchase Money Notes Maturity Date" "Final Purchase Money Notes Maturity Date" means the Purchase Money Notes means the Purchase Money Notes 


Maturity Date of the latest maturing Class of Purchase Money Notes. Maturity Date of the latest maturing Class of Purchase Money Notes. 


"Fiscal Year" "Fiscal Year"means the fiscal year of the Company and its Subsidiaries beginning on means the fiscal year of the Company and its Subsidiaries beginning on 


January 1 and ending on December 31 of each calendar year. January 1 and ending on December 31 of each calendar year. 


"Foreign Asset" "Foreign Asset"means an Asset with respect to which the Borrower or any of the means an Asset with respect to which the Borrower or any of the 


Collateral is located in any Foreign Jurisdiction. Collateral is located in any Foreign Jurisdiction. 


"Foreign Jurisdiction" "Foreign Jurisdiction" means any jurisdiction other than the United States, and any means any jurisdiction other than the United States, and any 


subdivision of or in such other jurisdiction. subdivision of or in such other jurisdiction. 


"Funding Draw" "Funding Draw"means any principal advance made to a Borrower after the Closing means any principal advance made to a Borrower after the Closing 

Date under a Loan pursuant to the terms of the applicable Asset Documents. Date under a Loan pursuant to the terms of the applicable Asset Documents.

"GAAP"P"means United States generally accepted accounting principles as in effect from means United States generally accepted accounting principles as in effect from 

time to time. time to time. 

"Governmental Authority" "Governmental Authority"means (i) any United States or non-United States national, means (i) any United States or non-United States national, 

federal, state, local, municipal, provincial or international government or any political federal, state, local, municipal, provincial or international government or any political 

subdivision of any thereof or (ii) any governmental, regulatory or administrative authority, subdivision of any thereof or (ii) any governmental, regulatory or administrative authority, 

agency or commission, or judicial or arbitral body of any of the foregoing described in clause (i). agency or commission, or judicial or arbitral body of any of the foregoing described in clause (i). 

"Grantor" "Grantor"has the meaning set forth in the Preamble of the Reimbursement, Security and has the meaning set forth in the Preamble of the Reimbursement, Security and 

Guaranty Agreement. Guaranty Agreement. 

"Ground Lease" "Ground Lease"means a ground lease or other lease. means a ground lease or other lease. 

"Group of Assets" "Group of Assets"means all Assets that, as of the Cut-Off Date, are serviced by the means all Assets that, as of the Cut-Off Date, are serviced by the 

same Existing Servicer. same Existing Servicer. 

"Guarantee" "Guarantee"means, with respect to any particular indebtedness or other obligation, means, with respect to any particular indebtedness or other obligation, 

(i) any direct or indirect guarantee thereof by a Person other than the obligor with respect to such (i) any direct or indirect guarantee thereof by a Person other than the obligor with respect to such 

indebtedness or other obligation or any transaction or arrangement intended to have the effect of indebtedness or other obligation or any transaction or arrangement intended to have the effect of 

directly or indirectly guaranteeing such indebtedness or other obligation, including without directly or indirectly guaranteeing such indebtedness or other obligation, including without 

limitation any agreement by a Person other than the obligor with respect to such indebtedness or limitation any agreement by a Person other than the obligor with respect to such indebtedness or 

other obligation (A) to pay or purchase such indebtedness or other obligation or to advance or other obligation (A) to pay or purchase such indebtedness or other obligation or to advance or 

supply funds for the payment or purchase of such indebtedness or other obligation, (B) to supply funds for the payment or purchase of such indebtedness or other obligation, (B) to 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
purchase, sell or lease (as lessee or lessor) property of, to purchase or sell services from or to, to purchase, sell or lease (as lessee or lessor) property of, to purchase or sell services from or to, to 

supply funds to or in any other manner invest in, the obligor with respect to such indebtedness or supply funds to or in any other manner invest in, the obligor with respect to such indebtedness or 

other obligation (including any agreement to pay for property or services of the obligor other obligation (including any agreement to pay for property or services of the obligor 

irrespective of whether such property is received or such services are rendered), primarily for the irrespective of whether such property is received or such services are rendered), primarily for the 

purpose of enabling the obligor to make payment of such indebtedness or other obligation or to purpose of enabling the obligor to make payment of such indebtedness or other obligation or to 

assure the holder or other obligee of such indebtedness or other obligation against loss, or assure the holder or other obligee of such indebtedness or other obligation against loss, or 

(C) otherwise to assure the obligee of such indebtedness or other obligation against loss with (C) otherwise to assure the obligee of such indebtedness or other obligation against loss with 

respect thereto, or (ii) any grant (or agreement in favor of the obligee of such indebtedness or respect thereto, or (ii) any grant (or agreement in favor of the obligee of such indebtedness or 

other obligation to grant such obligee, under any circumstances) by a Person other than the other obligation to grant such obligee, under any circumstances) by a Person other than the 

obligor with respect to such indebtedness or other obligation of a security interest in, or other obligor with respect to such indebtedness or other obligation of a security interest in, or other 

Lien on, any property or other interest of such Person, whether or not such other Person has not Lien on, any property or other interest of such Person, whether or not such other Person has not 

assumed or become liable for the payment of such indebtedness or other obligation. assumed or become liable for the payment of such indebtedness or other obligation. 

"Guaranteed Obligations" "Guaranteed Obligations" has the meaning set forth in each Purchase Money Notes has the meaning set forth in each Purchase Money Notes 

Guaranty. Guaranty. 

"Guaranteed Purchase Money Note" "Guaranteed Purchase Money Note" means any Purchase Money Note in respect of means any Purchase Money Note in respect of 

which a Purchase Money Notes Guaranty has been issued pursuant to Section 2.8 of the which a Purchase Money Notes Guaranty has been issued pursuant to Section 2.8 of the

Custodial and Paying Agency Agreement or Section 8.4(c) of the Contribution Agreement. Custodial and Paying Agency Agreement or Section 8.4(c) of the Contribution Agreement.

"Guaranteed Purchase Money Notes Satisfaction Date" "Guaranteed Purchase Money Notes Satisfaction Date" means, in relation to any means, in relation to any 

particular Purchase Money Notes Guaranty and the Purchase Money Notes Guarantor particular Purchase Money Notes Guaranty and the Purchase Money Notes Guarantor 

thereunder, the first date, after the execution and delivery of such Purchase Money Notes thereunder, the first date, after the execution and delivery of such Purchase Money Notes 

Guaranty, on which both of the following conditions are (on such date) satisfied: (i) the Class, or Guaranty, on which both of the following conditions are (on such date) satisfied: (i) the Class, or 

all Classes, of Purchase Money Notes that is or are the beneficiary of such Purchase Money all Classes, of Purchase Money Notes that is or are the beneficiary of such Purchase Money 

Notes Guaranty shall have been indefeasibly paid, satisfied and discharged in full and (ii) all Notes Guaranty shall have been indefeasibly paid, satisfied and discharged in full and (ii) all 

reimbursement amounts, together with any accrued interest thereon, owed to such Purchase reimbursement amounts, together with any accrued interest thereon, owed to such Purchase

Money Notes Guarantor pursuant to the Reimbursement, Security and Guaranty Agreement for Money Notes Guarantor pursuant to the Reimbursement, Security and Guaranty Agreement for

previous payments made by it pursuant to such Purchase Money Notes Guaranty shall have been previous payments made by it pursuant to such Purchase Money Notes Guaranty shall have been

indefeasibly paid, satisfied and discharged in full. indefeasibly paid, satisfied and discharged in full. 

"Guaranteed Purchase Money Notes Reissuance Fee" "Guaranteed Purchase Money Notes Reissuance Fee" has the meaning set forth in has the meaning set forth in 

Section 8.19 Section 8.19 of the Reimbursement Security and Guaranty Agreement. of the Reimbursement Security and Guaranty Agreement.

"Guaranty" "Guaranty" has the meaning set forth in Section 8.19(a) of the Reimbursement, Security has the meaning set forth in Section 8.19(a) of the Reimbursement, Security 

and Guaranty Agreement. and Guaranty Agreement.

"Guaranty Issuance Date" "Guaranty Issuance Date" means the date on which the first Purchase Money Notes means the date on which the first Purchase Money Notes 

Guaranty is executed and delivered (if any are executed and delivered). Guaranty is executed and delivered (if any are executed and delivered).

"HFSH Act" "HFSH Act" means the Helping Families Save Their Home Act of 2009. means the Helping Families Save Their Home Act of 2009. 

"Holder" "Holder" means, with respect to any Purchase Money Note, the Person whose name means, with respect to any Purchase Money Note, the Person whose name 

appears on the Purchase Money Notes Register as the registered holder of such Purchase Money appears on the Purchase Money Notes Register as the registered holder of such Purchase Money

Note. Note.

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CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions

CRE Venture 2011-1 Structured Transaction 

Version 3.1 Version 3.1

EXECUTION VERSION EXECUTION VERSION
"Holder Percentage" "Holder Percentage" means, with respect to each Holder and each Class of means, with respect to each Holder and each Class of Purchase Purchase

Money Notes at any time, a fraction (expressed as a percentage, carried out to the ninth decimal Money Notes at any time, a fraction (expressed as a percentage, carried out to the ninth decimal 

place), (i) the numerator of which is the outstanding principal amount of such Class of Purchase place), (i) the numerator of which is the outstanding principal amount of such Classof Purchase 


Money Notes for which such Holder is registered as the owner on the Purchase Money Notes Money Notes for which such Holder is registered as the owner on the Purchase Money Notes 


Register at such time and (ii) the denominator of which is the aggregate outstanding principal Register at such time and (ii) the denominator of which is the aggregate outstanding principal 


amount of such Class of Purchase Money Notes at such time. amount of such Class of Purchase Money Notes at such time. 


"Immediate Family Member" "Immediate Family Member"means, with respect to any individual, his or her spouse, means, with respect to any individual, his or her spouse, 

parents, parents-in-law, grandparents, descendants, nephews, nieces, brothers, sisters, brothers- parents, parents-in-law, grandparents, descendants, nephews, nieces, brothers, sisters, brothersin-law, sisters-in-law, children (whether natural or adopted), children-in-law, stepchildren, in-law, sisters-in-law, children (whether natural or adopted), children-in-law, stepchildren, 

grandchildren and grandchildren-in-law. grandchildren and grandchildren-in-law. 

"Indemnified Parties" "Indemnified Parties"has, (i) for purposes of the LLC Operating Agreement, the has, (i) for purposes of the LLC Operating Agreement, the 


meaning given therein, (ii) for purposes of the Contribution Agreement, the meaning given meaning given therein, (ii) for purposes of the Contribution Agreement, the meaning given 


therein, and (iii) for purposes of the Reimbursement, Security and Guaranty Agreement, the 
 therein, and (iii) for purposes of the Reimbursement, Security and Guaranty Agreement, the

meaning given therein. meaning given therein. 


"Initial Member" "Initial Member"means the Person(s) from time to time constituting the "Initial means the Person(s) from time to time constituting the "Initial 

Member" under, and in accordance with, the LLC Operating Agreement (initially, the Receiver). Member" under, and in accordance with, the LLC Operating Agreement (initially, the Receiver). 

For avoidance of doubt, references to the Initial Member shall, as the context may require (with For avoidance of doubt, references to the Initial Member shall, as the context may require (with 

respect to any period (x) on or before the Closing Date or (y) during which the Receiver is the respect to any period (x) on or before the Closing Date or (y) during which the Receiver is the 

Initial Member), include the Receiver as a party to the Original LLC Operating Agreement Initial Member), include the Receiver as a party to the Original LLC Operating Agreement 

and/or as the Transferor, as applicable. and/or as the Transferor, as applicable.

"Initial Member Capital Contribution" "Initial Member Capital Contribution" has the meaning set forth in has the meaning set forth inSection 2.3(a)(i)ofof 

the LLC Operating Agreement. the LLC Operating Agreement.

"Initial Member Interest" "Initial Member Interest"means (i) the limited liability company interest in the means (i) the limited liability company interest in the 

Company held by the Initial Member, including the rights to share in the income, gain, loss, Company held by the Initial Member, including the rights to share in the income, gain, loss, 

deductions and credits of, and the right to receive distributions from, the Company, (ii) all other deductions and credits of, and the right to receive distributions from, the Company, (ii) all other 

rights, benefits and privileges enjoyed by the Initial Member (under the Act, the LLC Operating rights, benefits and privileges enjoyed by the Initial Member (under the Act, the LLC Operating 

Agreement or otherwise) in its capacity as a Member, including rights to vote, consent and Agreement or otherwise) in its capacity as a Member, including rights to vote, consent and 

approve, and (iii) all other rights, benefits, privileges and claims (whether known or unknown) of approve, and (iii) all other rights, benefits, privileges and claims (whether known or unknown) of 

the Initial Member under, or arising under, the LLC Operating Agreement. For the avoidance of the Initial Member under, or arising under, the LLC Operating Agreement. For the avoidance of

doubt, the "Initial Member Interest" does not include any right, title or interest of the Receiver in doubt, the "Initial Member Interest" does not include any right, title or interest of the Receiver in 

its capacity as the Transferor or as a Holder. its capacity as the Transferor or as a Holder. 

"Initial Member Related Person" "Initial Member Related Person" means the Initial Member and any other Related means the Initial Member and any other Related 

Person with respect to the Initial Member. Person with respect to the Initial Member. 

"Initial Member WCR Account Deposit" "Initial Member WCR Account Deposit" has the meaning set forth in the "Recitals" to has the meaning set forth in the "Recitals" to 

the Private Owner Interest Sale Agreement. the Private Owner Interest Sale Agreement.

"Insolvency Event" "Insolvency Event"means, with respect to any specified Person, the occurrence of any means, with respect to any specified Person, the occurrence of any 

of the following events: of the following events: 

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Agreement of Definitions Agreement of Definitions 

Version 3.1 3.1 

EXECUTION VERSION EXECUTION VERSION 
creditors; creditors; 

(i) the specified Person makes an assignment for the benefit of the specified Person makes an assignment for the benefit of 

(ii) (ii) the specified Person files a voluntary petition for relief in any the specified Person files a voluntary petition for relief in any 

Insolvency Proceeding; Insolvency Proceeding; 

(iii) (iii) the specified Person is adjudged bankrupt or insolvent or there is the specified Person is adjudged bankrupt or insolvent or there is

entered against the specified Person an order for relief in any Insolvency Proceeding; entered against the specified Person an order for relief in any Insolvency Proceeding; 

(iv) (iv) the specified Person files a petition or answer seeking for the the specified Person files a petition or answer seeking for the 

specified Person any reorganization, arrangement, composition, readjustment, liquidation, specified Person any reorganization, arrangement, composition, readjustment, liquidation, 

dissolution, or similar relief under any Law; dissolution, or similar relief under any Law; 

(v) (v) the specified Person seeks, consents to, or acquiesces in the the specified Person seeks, consents to, or acquiesces in the

appointment of a receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar appointment of a receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar 

officer of the specified Person or of all or any substantial part of the specified Person's properties. officer of the specified Person or of all or any substantial part of the specified Person's properties. 

or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is 

appointed without the application or consent of such specified Person and the appointment appointed without the application or consent of such specified Person and the appointment 

continues undischarged and unstayed for forty-five calendar days; continues undischarged and unstayed for forty-five calendar days; 

(vi) (vi) the specified Person files an answer or other pleading admitting or the specified Person files an answer or other pleading admitting or 

failing to contest the material allegations of a petition filed against the specified Person in any failing to contest the material allegations of a petition filed against the specified Person in any

proceeding described in proceeding described in clauses (i)through through(v); fv); 

(vii) (vii) the specified Person becomes unable to pay its obligations (other the specified Person becomes unable to pay its obligations (other

than, with respect to the Company (unless a Purchase Money Notes Trigger Event has occurred than, with respect to the Company (unless a Purchase Money Notes Trigger Event has occurred 

and is continuing and is not cured within ten Business Days), the Purchase Money Notes) as they and is continuing and is not cured within ten Business Days), the Purchase Money Notes) as they 

become due, or the sum of such specified Person's debts is greater than all of such Person's become due, or the sum of such specified Person's debts is greater than all of such Person's 

property, at a fair valuation; or property, at a fair valuation; or 

(viii) (viii) (A) at least sixty days have passed following the commencement (A) at least sixty days have passed following the commencement 

of any proceeding against the specified Person seeking reorganization, arrangement, composition, of any proceeding against the specified Person seeking reorganization, arrangement, composition, 

readjustment, liquidation, dissolution or similar relief under any Law and such proceeding has readjustment, liquidation, dissolution or similar relief under any Law and such proceeding has 

not been dismissed, or (B) (1) at least sixty days have passed following the appointment of a not been dismissed, or (B) (1) at least sixty days have passed following the appointment of a 

trustee, receiver or liquidator for the specified Person or all or any substantial part of the trustee, receiver or liquidator for the specified Person or all or any substantial part of the 

specified Person's properties without the specified Person's agreement or acquiescence, and such specified Person's properties without the specified Person's agreement or acquiescence, and such 

appointment has not been vacated or stayed, or (2) if such appointment has been stayed, at least appointment has not been vacated or stayed, or (2) if such appointment has been stayed, at least 

sixty days have passed following the expiration of the stay and such appointment has not been sixty days have passed following the expiration of the stay and such appointment has not been 

vacated. vacated. 

"Insolvency Proceeding" "Insolvency Proceeding" means any proceeding under Title 11 of the United States means any proceeding under Title 1 1 of the United States 

Code (11 Code (11 U.S.C. §§101, et seq.) or any proceeding under any other Debtor Relief Law. U.S.C. §§101, et seq.) or any proceeding under any other Debtor Relief Law.

"Intellectual Property" "Intellectual Property" means all United States or foreign intellectual and similar means all United States or foreign intellectual and similar 

property of every kind and nature, including, without limitation, inventions, designs, patents, property of every kind and nature, including, without limitation, inventions, designs, patents, 

copyrights, trademarks, trade secrets, confidential or proprietary and technical and business copyrights, trademarks, trade secrets, confidential or proprietary and technical and business 

information, know-how, show-how or other data or information, software and databases and all information, know-how, show-how or other data or information, software and databases and all 

embodiments or fixations thereof and related documentation, registrations and franchises, and embodiments or fixations thereof and related documentation, registrations and franchises, and 

any license of any of the foregoing, and all additions, improvements and accessions to, and any license of any of the foregoing, and all additions, improvements and accessions to, and 

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Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
books and records describing or used in connection with, any of the foregoing and all rights to books and records describing or used in connection with, any of the foregoing and all rights to 

sue at law or in equity for any infringement or other violation thereof, including the right to sue at law or in equity for any infringement or other violation thereof, including the right to 

receive all proceeds and damages therefrom. receive all proceeds and damages therefrom. 

"Interim Management Fee" "Interim Management Fee"means, with respect to each Due Period commencing means, with respect to each Due Period commencing 

during the Interim Servicing Period, a fee payable to the Manager in accordance with the during the Interim Servicing Period, a fee payable to the Manager in accordance with the 

Custodial and Paying Agency Agreement for each Group of Assets for which the Servicing Custodial and Paying Agency Agreement for each Group of Assets for which the Servicing 

Transfer Date has not yet occurred as of the first day of such Due Period, in an amount equal to Transfer Date has not yet occurred as of the first day of such Due Period, in an amount equal to 

(i) except as provided in clause (ii), the Interim Servicing Fee, or (ii) with respect to any Due (i) except as provided in clause (ii), the Interim Servicing Fee, or (ii) with respect to any Due 

Period commencing prior to the Closing Date, (x) if such Due Period ends prior to or on the Period commencing prior to the Closing Date, (x) if such Due Period ends prior to or on the 

Closing Date, zero, or (y) if such Due Period ends after the Closing Date, what the Interim Closing Date, zero, or (y) if such Due Period ends after the Closing Date, what the Interim 

Servicing Fee for such Due Period would have been if, for purposes of calculating the number of Servicing Fee for such Due Period would have been if, for purposes of calculating the number of 

days in such Due Period, the portion of such Due Period prior to the Closing Date was days in such Due Period, the portion of such Due Period prior to the Closing Date was 

disregarded. disregarded. 

"Interim Servicing Expenses" "Interim Servicing Expenses" means all out-of-pocket fees, costs, expenses and means all out-of-pocket fees, costs, expenses and 

indemnified amounts incurred by or on behalf of the Transferor (including as the Initial Member) indemnified amounts incurred by or on behalf of the Transferor (including as the Initial Member) 

or any Existing Servicer in connection with the Servicing and, to the extent expressly set forth in or any Existing Servicer in connection with the Servicing and, to the extent expressly set forth in 

item (iv) below, the management of the Company and the Ownership Entities, incurred during, item (iv) below, the management of the Company and the Ownership Entities, incurred during, 

or in connection with the applicable exercise of rights or performance of applicable obligations or in connection with the applicable exercise of rights or performance of applicable obligations 

with respect to, any Interim Servicing Period (or, for purposes of item (viii) below, as may with respect to, any Interim Servicing Period (or, for purposes of item (viii) below, as may 

otherwise be payable pursuant to such item), including, in each case to the extent so incurred otherwise be payable pursuant to such item), including, in each case to the extent so incurred 

during or in connection with any such Interim Servicing Period (or as may otherwise payable during or in connection with any such Interim Servicing Period (or as may otherwise payable 

pursuant to item (viii) below), (i) any and all out-of-pocket fees, costs, expenses and indemnified pursuant to item (viii) below), (i) any and all out-of-pocket fees, costs, expenses and indemnified

amounts which a Borrower is obligated to pay to any Person or to reimburse to the lender, in amounts which a Borrower is obligated to pay to any Person or to reimburse to the lender, in

either case, pursuant to the applicable Note or any other Asset Documents, including Escrow either case, pursuant to the applicable Note or any other Asset Documents, including Escrow 

Advances, (ii) any and Advances, (ii) any and all out-of-pocket expenses necessary to protect or preserve the value of all out-of-pocket expenses necessary to protect or preserve the value of 

the Collateral or the priority of the Liens and security interests created by the Asset Documents the Collateral or the priority of the Liens and security interests created by the Asset Documents

relating thereto, including Taxes, insurance premiums (including forced place insurance relating thereto, including Taxes, insurance premiums (including forced place insurance

premiums), payment of ground rent, the costs of prevention of waste, repairs and maintenance, premiums), payment of ground rent, the costs of prevention of waste, repairs and maintenance,

foreclosure expenses and legal fees and expenses relating to foreclosure or other litigation with foreclosure expenses and legal fees and expenses relating to foreclosure or other litigation with

respect to the Assets, (iii) any and all direct expenses related to the preservation, operation, respect to the Assets, (iii) any and all direct expenses related to the preservation, operation,

management (including for engagement of on-site property managers for any specific Acquired management (including for engagement of on-site property managers for any specific Acquired

REO Property), appraisal (including for any required Appraisal), leasing (including tenant REO Property), appraisal (including for any required Appraisal), leasing (including tenant

improvements) and sale of the Collateral and/or Acquired Property (including real estate improvements) and sale of the Collateral and/or Acquired Property (including real estate

brokerage fees), and fees to Governmental Authorities to preserve or retain entitlements granted brokerage fees), and fees to Governmental Authorities to preserve or retain entitlements granted

to, and benefitting, such Collateral and/or Acquired Property, (iv) Reimbursable Company to, and benefitting, such Collateral and/or Acquired Property, (iv) Reimbursable Company

Administrative Expenses (but only to the extent incurred from and after the Closing Date), (v) Administrative Expenses (but only to the extent incurred from and after the Closing Date), (v)

subject to Section 4.6 of the LLC Operating Agreement (and excluding any amounts or claims subject to Section 4.6 of the LLC Operating Agreement (and excluding any amounts or claims

the Private Owner is required to bear or indemnify pursuant to such Section 4.6 of the LLC the Private Owner is required to bear or indemnify pursuant to such Section 4.6 of the LLC

Operating Agreement), to the extent not covered by any of clauses (i) through (iv), legal fees and Operating Agreement), to the extent not covered by any of clauses (i) through (iv), legal fees and

expenses (including judgments, settlements and reasonable attorneys fees of independent outside expenses (including judgments, settlements and reasonable attorneys fees of independent outside

counsel) incurred by the Company (including to directly or, through the Manager, the Servicer or counsel) incurred by the Company (including to directly or, through the Manager, the Servicer or

any Subservicer, indirectly reimburse the Manager the Servicer, or any Subservicer) in its (or the any Subservicer, indirectly reimburse the Manager the Servicer, or any Subservicer) in its (or the

Manager's, the Servicer's or any Subservicer's) defense of claims asserted against the Company Manager's, the Servicer's or any Subservicer's) defense of claims asserted against the Company

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Agreement of Definitions Agreement of Definitions

Version 3.1 Version 3.1

EXECUTION VERSION EXECUTION VERSION

CRE Venture 2011-1 Structured Transaction 
or any Ownership Entity (or the Manager, the Servicer or any Subservicer) that relate to one or or any Ownership Entity (or the Manager, the Servicer or any Subservicer) that relate to one or 

more Assets or the conduct of the Business, and allege, as the basis for such claims, any act or more Assets or the conduct of the Business, and allege, as the basis for such claims, any act or 

omission of the Company or any Ownership Entity (or the Manager, the Servicer or any omission of the Company or any Ownership Entity (or the Manager, the Servicer or any 

Subservicer) but only to the extent incurred from and after the Closing Date and only if (1) such Subservicer) but only to the extent incurred from and after the Closing Date and only if (1) such 

claims are not attributable to any act or omission of the Company, any Ownership Entity, the claims are not attributable to any act or omission of the Company, any Ownership Entity, the 

Manager, the Servicer or any Subservicer in a manner inconsistent with, or in violation of, the Manager, the Servicer or any Subservicer in a manner inconsistent with, or in violation of, the 

Servicing Standard or any of the provisions of the LLC Operating Agreement or any Transaction Servicing Standard or any of the provisions of the LLC Operating Agreement or any Transaction 

Document, and (2) (x) such claims are decided and there are final non appealable orders or Document, and (2) (x) such claims are decided and there are final non appealable orders or 

judgments (unless the Initial Member has agreed in writing that no appeal needs to be taken) in judgments (unless the Initial Member has agreed in writing that no appeal needs to be taken) in 

favor of the Company or an Ownership Entity, as applicable (and the Manager, the Servicer and favor of the Company or an Ownership Entity, as applicable (and the Manager, the Servicer and 

any Subservicer, to the extent any such claim has been asserted against the same), or if decided any Subservicer, to the extent any such claim has been asserted against the same), or if decided 

against the Company (or the Manager or the Servicer or any Subservicer) without any finding of against the Company (or the Manager or the Servicer or any Subservicer) without any finding of 

bad faith, gross negligence or willful misconduct on the part of any of the foregoing or (y) there bad faith, gross negligence or willful misconduct on the part of any of the foregoing or (y) there 

is entered into a final settlement of any such claim with the prior written consent of the Initial is entered into a final settlement of any such claim with the prior written consent of the Initial 

Member, (vi) subject to Member, (vi) subject toSection 4.6 Section 4.6of the LLC Operating Agreement, (x) expenses incurred in of the LLC Operating Agreement, (x) expenses incurred in 

accordance with accordance withSection 4.5(c) Section 4.5(c)of the Contribution Agreement and (y) expenses incurred in of the Contribution Agreement and (y) expenses incurred in 

connection with any litigation (including any bankruptcy action) included in the Obligations and connection with any litigation (including any bankruptcy action) included in the Obligations and 

assumed pursuant to assumed pursuant to Section 4.5(a), Section 4.5(b) Section 4.5(a), Section 4.5(b) oror Section 4.6 Section 4.6of the Contribution Agreement, of the Contribution Agreement,

but only to the extent incurred from and after the Closing, (vii) the costs of preparing, negotiating but only to the extent incurred from and after the Closing, (vii) the costs of preparing, negotiating 

and recording any additional documentation required pursuant to and recording any additional documentation required pursuant to Section Section 8.11 8.11of the of the 


Reimbursement, Security and Guaranty Agreement, in each case pursuant to Reimbursement, Security and Guaranty Agreement, in each case pursuant to
 Section 8.11 Section 8.11of the of the 

Reimbursement, Security and Guaranty Agreement, but only to the extent incurred from and Reimbursement, Security and Guaranty Agreement, but only to the extent incurred from and 

after the Closing, (viii) amounts required for the Company to discharge (in accordance with the after the Closing, (viii) amounts required for the Company to discharge (in accordance with the 

Transaction Documents) the Obligations as they become due, and to make applicable Transaction Documents) the Obligations as they become due, and to make applicable

indenmification and/or reimbursement payments (other than for Pre-Approved Charges) owing 

by the Company to the Initial Member, the Transferor, the PMN Agent or any other Indemnified by the Company to the Initial Member, the Transferor, the PMN Agent or any other Indemnified

Party under the Transaction Documents, and (ix) Required Funding Draws or other advances Party under the Transaction Documents, and (ix) Required Funding Draws or other advances

indemnification and/or reimbursement payments (other than for Pre-Approved Charges) owing 

-

the same). the same).

required or pen required or permitted to be made to any Borrower (and any advances to the Company for making nitted to be made to any Borrower (and any advances to the Company for making

"Interim Servicing Fee" "Interim Servicing Fee" means, with respect to each Due Period during the Interim means, with respect to each Due Period during the Interim 

Servicing Period (or commencing during such Interim Servicing Period), a fee payable by the Servicing Period (or commencing during such Interim Servicing Period), a fee payable by the 

Company to the Transferor (including as the Initial Member) (for the provision of interim Company to the Transferor (including as the Initial Member) (for the provision of interim

Servicing on behalf of the Company) for each Group of Assets for which the Servicing Transfer Servicing on behalf of the Company) for each Group of Assets for which the Servicing Transfer 

Date has not yet occurred as of the first day of such Due Period, which fee shall be calculated Date has not yet occurred as of the first day of such Due Period, which fee shall be calculated

and earned as of the first day of such Due Period (and payable on the applicable Distribution and earned as of the first day of such Due Period (and payable on the applicable Distribution

Date for such Due Period in accordance with the Custodial and Paying Agency Agreement), and Date for such Due Period in accordance with the Custodial and Paying Agency Agreement), and

which fee shall be (i) with respect to Loans (other than, for the avoidance of doubt, Acquired which fee shall be (i) with respect to Loans (other than, for the avoidance of doubt, Acquired

Property), in the amount determined by multiplying Property), in the amount determined by multiplying (x) the Unpaid Principal Balance of the (x) the Unpaid Principal Balance of the 

Loans (other than, for the avoidance of doubt, Acquired Property) in such Group of Assets Loans (other than, for the avoidance of doubt, Acquired Property) in such Group of Assets

calculated as of the first day of such Due Period by (y) 0.375%, and by (z) a fraction, the calculated as of the first day of such Due Period by (y) 0.375%, and by (z) a fraction, the

numerator of which is the number of days in the respective Due Period and the denominator of numerator of which is the number of days in the respective Due Period and the denominator of

which is three hundred and sixty, and (ii) with respect to Acquired Property, in an amount which is three hundred and sixty, and (ii) with respect to Acquired Property, in an amount

determined by multiplying determined by multiplying (x) the Net Fair Value of the Acquired Property in such Group of (x) the Net Fair Value of the Acquired Property in such Group of 

Assets calculated as of the first day of such Due Period by (y) 0.375%, and by (z) a fraction, the Assets calculated as of the first day of such Due Period by (y) 0.375%, and by (z) a fraction, the

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Agreement of Definitions Agreement of Definitions

Version Version3.1 3.1

EXECUTION VERSION EXECUTION VERSION

CRE Venture 2011-1 Structured Transaction 
numerator of which is the number of days in the respective Due Period and the denominator of numerator of which is the number of days in the respective Due Period and the denominator of 

which is three hundred and sixty. which is three hundred and sixty. 

"Interim Servicing Period" "Interim Servicing Period"means, with respect to each Group of Assets, the period means, with respect to each Group of Assets, the period 

beginning on the day after the Cut-Off Date and ending, with respect to such Group of Assets, on beginning on the day after the Cut-Off Date and ending, with respect to such Group of Assets, on 

the Servicing Transfer Date for such Group of Assets. the Servicing Transfer Date for such Group of Assets. 

"Internal Revenue Code" "Internal Revenue Code"means the Internal Revenue Code of 1986, as amended. means the Internal Revenue Code of 1986, as amended. 

"Interpretive Statement" "Interpretive Statement"means any written or oral statement with respect to an Asset means any written or oral statement with respect to an Asset 


or Obligation, whether in, or in any filing made in connection with, any Action or otherwise, that or Obligation, whether in, or in any filing made in connection with, any Action or otherwise, that 


involves interpreting the FDIA or any FDIC Legal Power. involves interpreting the FDIA or any FDIC Legal Power. 


"Investment Company Act" "Investment Company Act"means the Investment Company Act of 1940, as amended means the Investment Company Act of 1940, as amended 


from time to time. from time to time. 


"Issuing Bank" "Issuing Bank"means, with respect to any Qualifying Letter of Credit, the applicable means, with respect to any Qualifying Letter of Credit, the applicable 


issuing bank. issuing bank. 


"Key Asset Managers" "Key Asset Managers"means the individuals designated as the "Key Asset Managers" means the individuals designated as the "Key Asset Managers" 


in the Bidder Qualification Application, as such group of individuals may be modified from time in the Bidder Qualification Application, as such group of individuals may be modified from time 


to time pursuant to a written request for such modification submitted by the Private Owner and to time pursuant to a written request for such modification submitted by the Private Owner and 


consented to in writing by the Initial Member (such consent not to be unreasonably withheld). consented to in writing by the Initial Member (such consent not to be unreasonably withheld). 


"Key Decision Makers" "Key Decision Makers"means the individuals designated as the "Key Decision Makers" means the individuals designated as the "Key Decision Makers" 

in the Bidder Qualification Application, as such group of individuals may be modified from time in the Bidder Qualification Application, as such group of individuals may be modified from time 

to time pursuant to a written request for such modification submitted by the Private Owner and to time pursuant to a written request for such modification submitted by the Private Owner and 

consented to in writing by the Initial Member (such consent not to be unreasonably withheld). consented to in writing by the Initial Member (such consent not to be unreasonably withheld). 

"Law" "Law" means any applicable statute, law, ordinance, regulation, rule, code, injunction, means any applicable statute, law, ordinance, regulation, rule, code, injunction,

judgment, decree or order (including any executive order) of any Governmental Authority. judgment, decree or order (including any executive order) of any Governmental Authority.

"LC Reissuance/Extension Failure" "LC Reissuance/Extension Failure" means, with respect to any Qualifying Letter of means, with respect to any Qualifying Letter of 

Credit, (i) any failure of Issuing Bank to be and remain a Qualified Issuer, or (ii) any failure of Credit, (i) any failure of Issuing Bank to be and remain a Qualified Issuer, or (ii) any failure of

such Qualifying Letter of Credit to be automatically renewed (for an additional year) at least such Qualifying Letter of Credit to be automatically renewed (for an additional year) at least 

sixty days prior to the then-scheduled expiry of such Qualifying Letter of Credit, or the receipt sixty days prior to the then-scheduled expiry of such Qualifying Letter of Credit, or the receipt 

by the Initial Member of any notice to the effect that such Qualifying Letter of Credit will not be by the Initial Member of any notice to the effect that such Qualifying Letter of Credit will not be

automatically renewed (for such additional one year period), in each case unless, within ten days automatically renewed (for such additional one year period), in each case unless, within ten days

of the occurrence of such failure or the Initial Member's receipt of such notice, as the case may of the occurrence of such failure or the Initial Member's receipt of such notice, as the case may

be, the Private Owner shall have either (x) fully replaced such Qualifying Letter of Credit with a be, the Private Owner shall have either (x) fully replaced such Qualifying Letter of Credit with a

new Qualifying Letter of Credit issued by a Qualified Issuer (in conformance with all of the new Qualifying Letter of Credit issued by a Qualified Issuer (in conformance with all of the

requirements set forth in the LLC Operating Agreement with respect to Qualifying Letters of requirements set forth in the LLC Operating Agreement with respect to Qualifying Letters of

Credit) or (y) completed an exercise of its right to substitute such Qualifying Letter of Credit Credit) or (y) completed an exercise of its right to substitute such Qualifying Letter of Credit

with Qualifying Cash Collateral pursuant to with Qualifying Cash Collateral pursuant to Section 3.13(d) of the LLC Operating Agreement Section 3.13(d)of the LLC Operating Agreement 

(and provided Qualifying Cash Collateral in the full undrawn face amount of such Qualifying (and provided Qualifying Cash Collateral in the full undrawn face amount of such Qualifying

Letter of Credit and paid to the Initial Member the Additional Security Substitution Fee), which Letter of Credit and paid to the Initial Member the Additional Security Substitution Fee), which

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CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions

CRE Venture 2011-1 Structured Transaction 

Version 3.1 

EXECUTION VERSION EXECUTION VERSION

Version 3.1 
right to substitute pursuant to Section 3.13(d) Section 3.13(d)shall be deemed to exist for substitution of such shall be deemed to exist for substitution of such 

Qualifying Letter of Credit notwithstanding the occurrence, if any, of a prior substitution (of Qualifying Letter of Credit notwithstanding the occurrence, if any, of a prior substitution (of 

Qualifying Cash Collateral with such Qualifying Letter of Credit) pursuant to such Section. Qualifying Cash Collateral with such Qualifying Letter of Credit) pursuant to such Section. 

"Lead Bidder" "Lead Bidder"means Colony Capital Acquisitions, LLC, a Delaware limited liability means Colony Capital Acquisitions, LLC, a Delaware limited liability 


company. company. 


"Liabilities" "Liabilities"means, as to any Person, all liabilities, covenants and obligations of such means, as to any Person, all liabilities, covenants and obligations of such 

Person of any nature whatsoever, whether direct or indirect, absolute or contingent, matured or Person of any nature whatsoever, whether direct or indirect, absolute or contingent, matured or 

unmatured, known or unknown, or material or immaterial, whether accrued, vested or otherwise, unmatured, known or unknown, or material or immaterial, whether accrued, vested or otherwise, 

and whether or not actually reflected, or required by GAAP to be reflected, in such Person's and whether or not actually reflected, or required by GAAP to be reflected, in such Person's 

balance sheets or other books and records, including any such liabilities, covenants or obligations balance sheets or other books and records, including any such liabilities, covenants or obligations 

based or founded upon negligence, gross negligence, recklessness, fault, strict liability, based or founded upon negligence, gross negligence, recklessness, fault, strict liability, 

misrepresentation, fraud, quantum meruit, contract, tort (including toxic tort), breach of warranty misrepresentation, fraud, quantum meruit, contract, tort (including toxic tort), breach of warranty

(express or implied), theories of design defect or failure to warn, so-called "successor liability" (express or implied), theories of design defect or failure to warn, so-called "successor liability" 

doctrines, infringement or misappropriation of intellectual property rights, breach of fiduciary doctrines, infringement or misappropriation of intellectual property rights, breach of fiduciary 

duty, violation of Law or any other legal or equitable theory. duty, violation of Law or any other legal or equitable theory. 

"LIBOR Business Day" "LIBOR Business Day"means any day (i) that is a Business Day, and (ii) on which means any day (i) that is a Business Day, and (ii) on which 

dealings in deposits in Dollars are conducted by and between banks in the London interbank dealings in deposits in Dollars are conducted by and between banks in the London interbank 

Eurodollar market. Eurodollar market. 

"LIBOR Rate" "LIBOR Rate"means, with respect to each calendar month (and for purposes of means, with respect to each calendar month (and for purposes of 

calculating interest accrued on an amount to which the LIBOR Rate is applicable in accordance calculating interest accrued on an amount to which the LIBOR Rate is applicable in accordance 

with the Transaction Documents outstanding during such calendar month), the rate per annum with the Transaction Documents outstanding during such calendar month), the rate per annum 

equal to the British Bankers Association LIBOR Rate, as published by Reuters (or other equal to the British Bankers Association LIBOR Rate, as published by Reuters (or other 

commercially available source providing such quotations as selected by the Purchase Money commercially available source providing such quotations as selected by the Purchase Money 

Notes Guarantor (with respect to amounts payable to the Purchase Money Notes Guarantor) or Notes Guarantor (with respect to amounts payable to the Purchase Money Notes Guarantor) or 

the PMN Agent (with respect to amounts payable to the Holders), as applicable, from time to the PMN Agent (with respect to amounts payable to the Holders), as applicable, from time to 

time) as determined at approximately 11:00 a.m. New York time, two LIBOR Business Days time) as determined at approximately 11:00 a.m. New York time, two LIBOR Business Days 

prior to the first day of such calendar month, for Dollar deposits with a term of thirty days, prior to the first day of such calendar month, for Dollar deposits with a term of thirty days, 

adjusted for statutory reserve requirements for Eurocurrency liabilities. adjusted for statutory reserve requirements for Eurocurrency liabilities. 

"Lien" "n" means any mortgage, deed of trust, pledge, deed to secure debt, trust deed, means any mortgage, deed of trust, pledge, deed to secure debt, trust deed, 

security interest, charge, restriction on or condition to transfer, voting or exercise or enjoyment security interest, charge, restriction on or condition to transfer, voting or exercise or enjoyment 

of any right or beneficial interest, option, right of first refusal, easement, covenant, restriction of any right or beneficial interest, option, right of first refusal, easement, covenant, restriction 

and any other lien, claim or encumbrance of any nature whatsoever. and any other lien, claim or encumbrance of any nature whatsoever. 

"limited liability company interest" "limited liability company interest" has the meaning ascribed to such term in the Act. has the meaning ascribed to such term in the Act. 

"Limited Power of Attorney" "Limited Power of Attorney" means the Limited Power of Attorney in the form of means the Limited Power of Attorney in the form of 

Attachment Jto the Contribution Agreement. to the Contribution Agreement. 

"Litigation Substitution Deadline Date" "Litigation Substitution Deadline Date" means, with respect to any particular Closing means, with respect to any particular Closing 

Date Asset Litigation, or any particular claim or claims asserted in any Closing Date Asset Date Asset Litigation, or any particular claim or claims asserted in any Closing Date Asset 

Litigation, the earlier of (i) the sixtieth day after the last Servicing Transfer Date and (ii) the Litigation, the earlier of (i) the sixtieth day after the last Servicing Transfer Date and (ii) the 

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Agreement of Definitions Agreement of Definitions 

Version II Version I I 

EXECUTION VERSION EXECUTION VERSION 
thirtieth day after the date on which the Transferor notifies the Company in writing that it thirtieth day after the date on which the Transferor notifies the Company in writing that it 

irrevocably waives its right to designate such Closing Date Asset Litigation, or such particular irrevocably waives its right to designate such Closing Date Asset Litigation, or such particular 

claim or claims asserted in such Closing Date Asset Litigation, respectively, to be a Retained claim or claims asserted in such Closing Date Asset Litigation, respectively, to be a Retained 

Closing Date Asset Litigation, or such other date as may be agreed to in writing by the Closing Date Asset Litigation, or such other date as may be agreed to in writing by the 

Transferor and the Company (each acting in their discretion). Transferor and the Company (each acting in their discretion). 

"LLC Interest" "LLC Interest"means, with respect to any particular Member, (i) the entire limited means, with respect to any particular Member, (i) the entire limited 

liability company interest in the Company of such Member, including such Member's rights to liability company interest in the Company of such Member, including such Member's rights to 

share in the income, gain, loss, deductions and credits of, and the right to receive distributions share in the income, gain, loss, deductions and credits of, and the right to receive distributions 

from, the Company, (ii) all other rights, benefits and privileges enjoyed by such Member (under from, the Company, (ii) all other rights, benefits and privileges enjoyed by such Member (under

the Act, the LLC Operating Agreement or otherwise) in its capacity as a Member, including the Act, the LLC Operating Agreement or otherwise) in its capacity as a Member, including

rights to vote, consent and approve, and (iii) all other rights, benefits, privileges and claims rights to vote, consent and approve, and (iii) all other rights, benefits, privileges and claims

(whether known or unknown) of such Member under, or arising under, the LLC Operating (whether known or unknown) of such Member under, or arising under, the LLC Operating 

Agreement (including, to the extent applicable, all rights, benefits, privileges and claims Agreement (including, to the extent applicable, all rights, benefits, privileges and claims 

(whether known or unknown) of such Member (in its capacity as the Manager) under, or arising (whether known or unknown) of such Member (in its capacity as the Manager) under, or arising 

under, the LLC Operating Agreement (including rights to receive the Interim Management Fee under, the LLC Operating Agreement (including rights to receive the Interim Management Fee

or the Management Fee)). or the Management Fee)). 

"LLC Operating Agreement" "LLC Operating Agreement"means the Amended and Restated Limited Liability means the Amended and Restated Limited Liability 

Company Operating Agreement dated as of the Closing Date, by and among the Initial Member, Company Operating Agreement dated as of the Closing Date, by and among the Initial Member, 

the Private Owner and the Company. the Private Owner and the Company.

"Loan" "" means any loan or Loan Participation set forth on the Asset Schedule, and any means any loan or Loan Participation set forth on the Asset Schedule, and any 

loan into which any such loan or Loan Participation is refinanced or modified, and includes with loan into which any such loan or Loan Participation is refinanced or modified, and includes with

respect to each such loan, Loan Participation or other related asset, Related Agreements or Asset respect to each such loan, Loan Participation or other related asset, Related Agreements or Asset

Documents: (i) any obligation evidenced by a Note; (ii) all rights, powers or Liens of the Documents: (i) any obligation evidenced by a Note; (ii) all rights, powers or Liens of the 

Receiver, any Failed Bank, the Company or any Ownership Entity in or under the Collateral and Receiver, any Failed Bank, the Company or any Ownership Entity in or under the Collateral and

Collateral Documents; (iii) all rights of the Receiver, any Failed Bank or the Company under the Collateral Documents; (iii) all rights of the Receiver, any Failed Bank or the Company under the 

Related Agreements and Asset Documents; (iv) all rights of the Receiver, any Failed Bank or the Related Agreements and Asset Documents; (iv) all rights of the Receiver, any Failed Bank or the 

Company to any Deficiency Balance; (v) all rights to causes of action, lawsuits, judgments, Company to any Deficiency Balance; (v) all rights to causes of action, lawsuits, judgments, 

claims and demands of any nature available to or being pursued by or for the benefit of the claims and demands of any nature available to or being pursued by or for the benefit of the 

Receiver, any Failed Bank, or the Company with respect to any of the foregoing or the Receiver, any Failed Bank, or the Company with respect to any of the foregoing or the 

ownership, use, function, value of or other rights pertaining to any of the foregoing, whether ownership, use, function, value of or other rights pertaining to any of the foregoing, whether 

arising by way of counterclaim or otherwise, other than any claims retained by the Receiver arising by way of counterclaim or otherwise, other than any claims retained by the Receiver 

pursuant to Section 2.7 of the Contribution Agreement; and (vi) all guaranties, warranties, pursuant to Section 2.7 of the Contribution Agreement; and (vi) all guaranties, warranties, 

indemnities and similar rights in favor of the Receiver, any Failed Bank or the Company with indemnities and similar rights in favor of the Receiver, any Failed Bank or the Company with 

respect to any of the foregoing; provided, that, for purposes of any Transaction Document other respect to any of the foregoing; provided, that, for purposes of any Transaction Document other 

than the Contribution Agreement, the foregoing rights, powers or Liens of (or in favor of) the than the Contribution Agreement, the foregoing rights, powers or Liens of (or in favor of) the 

Receiver or any Failed Bank shall be included in (and considered part of) the Loans only the Receiver or any Failed Bank shall be included in (and considered part of) the Loans only the 

extent such rights, powers or Liens are transferred to the Company pursuant to the Contribution extent such rights, powers or Liens are transferred to the Company pursuant to the Contribution 

Agreement (and not otherwise subsequently transferred back to the Receiver). Agreement (and not otherwise subsequently transferred back to the Receiver).

"Loan Participation" "Loan Participation"means any loan listed on the Asset Schedule subject to a shared means any loan listed on the Asset Schedule subject to a shared 

credit, participation, co-lending or similar inter-creditor agreement under which any Failed Bank credit, participation, co-lending or similar inter-creditor agreement under which any Failed Bank 

or the Receiver was, or the Company is, the lead or agent financial depository institution or or the Receiver was, or the Company is, the lead or agent financial depository institution or 

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Agreement of Definitions Agreement of Definitions 

Version II Version II 

EXECUTION VERSION EXECUTION VERSION 
otherwise managed or held the credit or sold participations, or under which any Failed Bank or otherwise managed or held the credit or sold participations, or under which any Failed Bank or 

the Receiver was, or the Company is, a participating financial depository institution or purchased the Receiver was, or the Company is, a participating financial depository institution or purchased 

participations in a credit managed by another Person. participations in a credit managed by another Person. 

"Loan Participation Agreement" "Loan Participation Agreement" means an agreement under which any Failed Bank or means an agreement under which any Failed Bank or 

the Receiver was, or the Company is, the lead or agent financial depository institution or the Receiver was, or the Company is, the lead or agent financial depository institution or 

otherwise managed or held a shared credit or sold participations, or under which any Failed Bank otherwise managed or held a shared credit or sold participations, or under which any Failed Bank 

or the Receiver was, or the Company is, a participating financial depository institution or or the Receiver was, or the Company is, a participating financial depository institution or 

purchased participations in a credit managed by another Person. purchased participations in a credit managed by another Person.

"Losses" "Losses" means, collectively, losses, claims, damages, disbursements, suits, Liabilities, means, collectively, losses, claims, damages, disbursements, suits, Liabilities,

costs and expenses (including attorneys' fees and litigation and similar costs, and other out-of- costs and expenses (including attorneys' fees and litigation and similar costs, and other out-ofpocket expenses, actually incurred in investigating, defending, asserting or preparing the defense pocket expenses, actually incurred in investigating, defending, asserting or preparing the defense 

or assertion of any of the foregoing), deficiencies, interest, awards, amounts paid in settlement, or assertion of any of the foregoing), deficiencies, interest, awards, amounts paid in settlement, 

judgments, penalties and fines. judgments, penalties and fines.

"Lost Instrument Affidavit" "Lost Instrument Affidavit" means a Lost Instrument Affidavit, in the form of means a Lost Instrument Affidavit, in the form of Exhibit 
 Exhibit

L to the Custodial and Paying Agency Agreement, executed by the Custodian. 
 L to the Custodial and Paying Agency Agreement, executed by the Custodian.

"Management Fee" "Management Fee" means, with respect to each Due Period, a fee payable to the means, with respect to each Due Period, a fee payable to the 

Manager for each Group of Assets for which the Servicing Transfer Date has occurred as of (or Manager for each Group of Assets for which the Servicing Transfer Date has occurred as of (or 

occurs on) the first day of such Due Period (and which the Company or an Ownership Entity occurs on) the first day of such Due Period (and which the Company or an Ownership Entity 

continues to own as of such first day), which fee shall be calculated and earned as of the first day continues to own as of such first day), which fee shall be calculated and earned as of the first day 

of such Due Period (and payable on the applicable Distribution Date for such Due Period or, in of such Due Period (and payable on the applicable Distribution Date for such Due Period or, in 

the event of insufficient funds for such payment on such Distribution Date, on the applicable the event of insufficient funds for such payment on such Distribution Date, on the applicable 

subsequent Distribution Date(s)) in accordance with the Custodial and Paying Agency subsequent Distribution Date(s)) in accordance with the Custodial and Paying Agency 

Agreement), and shall be (i) with respect to Loans (other than, for the avoidance of doubt, Agreement), and shall be (i) with respect to Loans (other than, for the avoidance of doubt, 

Acquired Property), in the amount determined by multiplying (x) the Unpaid Principal Balance Acquired Property), in the amount determined by multiplying (x) the Unpaid Principal Balance 

of the Loans (other than, for the avoidance of doubt, Acquired Property) in such Group of Assets of the Loans (other than, for the avoidance of doubt, Acquired Property) in such Group of Assets 

calculated as of the first day of such Due Period by (y) 0.75%, and by (z) a fraction, the calculated as of the first day of such Due Period by (y) 0.75%, and by (z) a fraction, the 

numerator of which is the number of days in the respective Due Period and the denominator of numerator of which is the number of days in the respective Due Period and the denominator of

which is three hundred and sixty, and (ii) with respect to Acquired Property, in the amount which is three hundred and sixty, and (ii) with respect to Acquired Property, in the amount 

determined by multiplying (x) the Net Fair Value of Acquired Property in such Group of Assets determined by multiplying (x) the Net Fair Value of Acquired Property in such Group of Assets 

calculated as of the first day of such Due Period by (y) 0.75%, and by (z) a fraction, the calculated as of the first day of such Due Period by (y) 0.75%, and by (z) a fraction, the 

numerator of which is the number of days in the respective Due Period and the denominator of numerator of which is the number of days in the respective Due Period and the denominator of

which is three hundred and sixty, payable with respect to any such Acquired Property for a which is three hundred and sixty, payable with respect to any such Acquired Property for a

maximum of three years after the title to such Acquired Property (or applicable Ownership Entity maximum of three years after the title to such Acquired Property (or applicable Ownership Entity

holding the same) is first transferred to the Company or such Ownership Entity (and if title to holding the same) is first transferred to the Company or such Ownership Entity (and if title to 

such Acquired Property or Ownership Entity was transferred to the Receiver prior to the Closing such Acquired Property or Ownership Entity was transferred to the Receiver prior to the Closing 

Date, such three-year period shall commence on the Closing Date), or such longer period as the Date, such three-year period shall commence on the Closing Date), or such longer period as the 

Initial Member may expressly approve in its sole discretion on a case-by-case basis based on the Initial Member may expressly approve in its sole discretion on a case-by-case basis based on the 

applicable disposition plan, if any, for such Acquired Property prepared by the Manager. For applicable disposition plan, if any, for such Acquired Property prepared by the Manager. For 

purposes of clarification, in no event shall any Servicing Expenses (or Interim Servicing purposes of clarification, in no event shall any Servicing Expenses (or Interim Servicing 

Expenses) be included in the determination of the Unpaid Principal Balance or Net Fair Value Expenses) be included in the determination of the Unpaid Principal Balance or Net Fair Value 

for purposes of calculation of the Management Fee (or the Interim Management Fee or the for purposes of calculation of the Management Fee (or the Interim Management Fee or the 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3. Version 3 11

EXECUTION VERSION EXECUTION VERSION 
Interim Servicing Fee), notwithstanding any provisions of the Asset Documents that would Interim Servicing Fee), notwithstanding any provisions of the Asset Documents that would 

permit or require any such Servicing Expenses (or Interim Servicing Expenses) to be treated as permit or require any such Servicing Expenses (or Interim Servicing Expenses) to be treated as 

advances (or otherwise as part of the principal amount of any such Asset). advances (or otherwise as part of the principal amount of any such Asset). 

"Manager" "Manager"(i) has, for purposes of the LLC Operating Agreement, the meaning given (i) has, for purposes of the LLC Operating Agreement, the meaning given 

therein, and (ii) for purposes of any other Transaction Document means the Person from time to therein, and (ii) for purposes of any other Transaction Document means the Person from time to 

time constituting the "Manager" under, and in accordance with, the LLC Operating Agreement. time constituting the "Manager" under, and in accordance with, the LLC Operating Agreement. 

"Maturing Purchase Money Notes" "Maturing Purchase Money Notes"has the meaning set forth in Section 2.8 of the has the meaning set forth in Section 2.8 of the 

Custodial and Paying Agency Agreement. Custodial and Paying Agency Agreement. 

"Maturity Date Report" "Maturity Date Report"mean a report that specifies the amount on deposit in the mean a report that specifies the amount on deposit in the 

Defeasance Account to pay a Class of Purchase Money Notes as of the Purchase Money Notes Defeasance Account to pay a Class of Purchase Money Notes as of the Purchase Money Notes 

Maturity Date for such Class. Maturity Date for such Class. 

"Member Schedule" "Member Schedule"has the meaning set forth in Section 4.1 of the LLC Operating has the meaning set forth in Section 4.1 of the LLC Operating 

Agreement. Agreement. 

"Members" "Members"means (i) the Person from time to time constituting the "Initial Member" means (i) the Person from time to time constituting the "Initial Member" 

under and in accordance with the LLC Operating Agreement, and (ii) from and after the Closing under and in accordance with the LLC Operating Agreement, and (ii) from and after the Closing 

Date, the Person from time to time constituting the "Private Owner" under and in accordance Date, the Person from time to time constituting the "Private Owner" under and in accordance 

with the LLC Operating Agreement (regardless of whether such Person is also the Manager), in with the LLC Operating Agreement (regardless of whether such Person is also the Manager), in 

each case so long as such Person remains a member of the Company. For purposes of each case so long as such Person remains a member of the Company. For purposes of 

clarification, references in the LLC Operating Agreement to the term "member" (lowercase) clarification, references in the LLC Operating Agreement to the term "member" (lowercase) 

means a "member" as such term is defined in the Act. means a "member" as such term is defined in the Act. 

"MERS" "MFRS"means Mortgage Electronic Registration Systems, Incorporated, or any means Mortgage Electronic Registration Systems, Incorporated, or any 

successor thereto. successor thereto. 

"MERS Designated Loan"has the meaning set forth in the Electronic Tracking has the meaning set forth in the Electronic Tracking 

Agreement, and shall include, as of any date of determination, any Loan (for so long as the Agreement, and shall include, as of any date of determination, any Loan (for so long as the

applicable Mortgage with respect thereto remains held by or on behalf of the Company) that is applicable Mortgage with respect thereto remains held by or on behalf of the Company) that is

registered in the MERS System as of such date. registered in the MERS System as of such date.

"MERS Registered Mortgage" "MERS Registered Mortgage" means any Asset that is registered in the MERS System means any Asset that is registered in the MERS System 

as of the Closing Date. as of the Closing Date.

"MERS Registered Mortgages" "MERS Registered Mortgages"has the meaning set forth in Section 3.1(c)(i) of the has the meaning set forth in Section 3.1(c)(i) of the 

Contribution Agreement. Contribution Agreement.

"MERS Report" "MERS Report"means the schedule listing the MERS Designated Loans and other means the schedule listing the MERS Designated Loans and other 

information. information.

"MERS® System" "MERS® System"means the MERSCORP, Inc. mortgage electronic registry system, as means the MERSCORP, Inc. mortgage electronic registry system, as 

more particularly described in the MERS Procedures Manual (a copy of which is attached as an more particularly described in the MERS Procedures Manual (a copy of which is attached as an

exhibit to the Electronic Tracking Agreement). exhibit to the Electronic Tracking Agreement).

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction

Agreement of Definitions Agreement of Definitions

Version 3.1 Version 3.1

EXECUTION VERSION EXECUTION VERSION
"Modification" "Modification"means any extension, renewal, substitution, replacement, supplement, means any extension, renewal, substitution, replacement, supplement, 

amendment or modification of any agreement, certificate, document, instrument or other writing, amendment or modification of any agreement, certificate, document, instrument or other writing, 

whether or not contemplated in the original agreement, document or instrument. whether or not contemplated in the original agreement, document or instrument. 

"Monthly Report" "Monthly Report" means a report in electronic format in the form set forth in Exhibit B 

to the LLC Operating Agreement, to be prepared and distributed by the Manager in accordance to the LLC Operating Agreement, to be prepared and distributed by the Manager in accordance 

with the Reporting and Access Schedule. with the Reporting and Access Schedule. 

means a report in electronic format in the form set forth in Exhibit B 

"Mortgage" "Mortgage"means the mortgage, deed of trust or other instrument, including any means the mortgage, deed of trust or other instrument, including any 

Modifications thereto, creating a first or junior Lien on or ownership interest in a Mortgaged Modifications thereto, creating a first or junior Lien on or ownership interest in a Mortgaged 

Property. Property. 

"Mortgage Assignment" "Mortgage Assignment" means, with respect to any Mortgage, an assignment of the means, with respect to any Mortgage, an assignment of the 

Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the

applicable Law of the jurisdiction wherein the related Mortgaged Property is located to reflect applicable Law of the jurisdiction wherein the related Mortgaged Property is located to reflect 

the assignment and pledge of the Mortgage. the assignment and pledge of the Mortgage. 

"Mortgaged Property" "Mortgaged Property" means (i) the underlying real property or interest in real means (i) the underlying real property or interest in real 

property, whether or not improved by buildings or facilities, and any personal property, fixtures, property, whether or not improved by buildings or facilities, and any personal property, fixtures, 

leases and other property or rights pertaining thereto, securing a mortgage loan, or (ii) with leases and other property or rights pertaining thereto, securing a mortgage loan, or (ii) with 

respect to any other type of loan, the Collateral securing such loan. The Collateral for a Loan respect to any other type of loan, the Collateral securing such loan. The Collateral for a Loan 

may include one or more of the collateral types described in clauses (i) or (ii). may include one or more of the collateral types described in clauses (i) or (ii). 

"Net Fair Value" "Net Fair Value"of Acquired Property means, as of any measurement date, (a) the fair of Acquired Property means, as of any measurement date, (a) the fair 

value thereof based on the price that would be received to sell such Acquired Property value thereof based on the price that would be received to sell such Acquired Property 

(excluding any related Deficiency Balance or Deficiency Judgment Claim) in an orderly (excluding any related Deficiency Balance or Deficiency Judgment Claim) in an orderly 

transaction between market participants at the measurement date (including as determined based transaction between market participants at the measurement date (including as determined based

on the Appraised Value), less (b) the expected incremental direct costs to transact such a sale, on the Appraised Value), less (b) the expected incremental direct costs to transact such a sale, 

including broker commissions, legal and title transfer fees, and closing costs (except that, in including broker commissions, legal and title transfer fees, and closing costs (except that, in 

determining the Net Fair Value of single family residences, this item (b) shall not be subtracted determining the Net Fair Value of single family residences, this item (b) shall not be subtracted 

from from item (a) above), in each case as the foregoing may be reasonably determined by the item (a) above), in each case as the foregoing may be reasonably determined by the 

Manager from time to time (and in any event recalculated based on the foregoing not less than Manager from time to time (and in any event recalculated based on the foregoing not less than 

once per year in connection with the preparation of the annual audited financial statements of the once per year in connection with the preparation of the annual audited financial statements of the 

Company) in accordance with the requirements herein (and in the other Transaction Documents), Company) in accordance with the requirements herein (and in the other Transaction Documents), 

with such determination to be set forth (and updated, as applicable), on an Acquired Property-byAcquired Property basis, in each Consolidated Business Plan (and update thereto), and, for Acquired Property basis, in each Consolidated Business Plan (and update thereto), and, for

purposes of each Distribution Date, further updated in the Monthly Report covering the Due purposes of each Distribution Date, further updated in the Monthly Report covering the Due 

Period with respect to such Distribution Date; provided that: Period with respect to such Distribution Date; provided that: 

(i) (i) with respect to any Acquired Property that is included among the with respect to any Acquired Property that is included among the 

Assets on the Closing Date, until such time as the Manager shall have delivered a Consolidated Assets on the Closing Date, until such time as the Manager shall have delivered a Consolidated

Business Plan setting forth the applicable the Net Fair Value of such Acquired Property, the Net Business Plan setting forth the applicable the Net Fair Value of such Acquired Property, the Net 

Fair Value of such Acquired Property shall initially be the Book Value set forth on the Asset Fair Value of such Acquired Property shall initially be the Book Value set forth on the Asset 

Schedule (as the Unpaid Principal Balance of such Acquired Property as of the Cut-Off Date) as Schedule (as the Unpaid Principal Balance of such Acquired Property as of the Cut-Off Date) as 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 31 

EXECUTION VERSION EXECUTION VERSION 
adjusted to its Adjusted Unpaid Principal Balance pursuant to the Contribution Agreement, as adjusted to its Adjusted Unpaid Principal Balance pursuant to the Contribution Agreement, as 

such amount may be further adjusted as set forth herein; such amount may be further adjusted as set forth herein; 

(ii) (ii) with respect to any Acquired Property that is not included among with respect to any Acquired Property that is not included among 

the Assets on the Closing Date, such Net Fair Value shall initially be determined at the time the the Assets on the Closing Date, such Net Fair Value shall initially be determined at the time the

relevant Collateral becomes Acquired Property, based on the Appraised Value as determined relevant Collateral becomes Acquired Property, based on the Appraised Value as determined 

pursuant to Section 12.17(d) of the LLC Operating Agreement (and, until such determination of pursuant toSection 12.17(d)of the LLC Operating Agreement (and, until such determination of 

the Appraised Value, shall be based on the Unpaid Principal Balance of the applicable Loan the Appraised Value, shall be based on the Unpaid Principal Balance of the applicable Loan 

immediately prior to the same being converted to such Acquired Property (where such Acquired immediately prior to the same being converted to such Acquired Property (where such Acquired 

Property represented, immediately prior to such conversion, all or substantially all in value of the Property represented, immediately prior to such conversion, all or substantially all in value of the 

Collateral for such Loan), or otherwise on the applicable Release Price for such Collateral Collateral for such Loan), or otherwise on the applicable Release Price for such Collateral 

immediately prior to such conversion thereof to such Acquired Property); immediately prior to such conversion thereof to such Acquired Property); 

(iii) (iii) in the event of any partial sale or other partial disposition of any in the event of any partial sale or other partial disposition of any 

Acquired Property, the Net Fair Value of such Acquired Property (as so retained by the Acquired Property, the Net Fair Value of such Acquired Property (as so retained by the 

Company) shall be reduced by the Release Price of the portion so sold or otherwise disposed (or, Company) shall be reduced by the Release Price of the portion so sold or otherwise disposed (or, 

if no Release Price shall exist for such portion, by the net proceeds of such partial sale or other if no Release Price shall exist for such portion, by the net proceeds of such partial sale or other 

disposition), in each case to the extent such sale or disposition occurred after the most recent disposition), in each case to the extent such sale or disposition occurred after the most recent 

determination of the Net Fair Value of such Acquired Property pursuant to an applicable determination of the Net Fair Value of such Acquired Property pursuant to an applicable 

Appraisal (or annual determination in connection with the audited annual financial statements of Appraisal (or annual determination in connection with the audited annual financial statements of

the Company); and the Company); and

(iv) (iv) the Net Fair Value with respect to any Acquired Property will be the Net Fair Value with respect to any Acquired Property will be

increased by the amount of, without duplication, any advances or Interim Servicing Expenses by increased by the amount of, without duplication, any advances or Interim Servicing Expenses by 

the Transferor (or the Initial Member) during the Interim Servicing Period under or as described the Transferor (or the Initial Member) during the Interim Servicing Period under or as described 

in the Contribution Agreement (and applicable provisions of the LLC Operating Agreement) in the Contribution Agreement (and applicable provisions of the LLC Operating Agreement) 

made with respect thereto and capitalized thereto in accordance with GAAP (and applicable made with respect thereto and capitalized thereto in accordance with GAAP (and applicable 

Law), only to the extent such advances were made or expenses incurred, as applicable, after the Law), only to the extent such advances were made or expenses incurred, as applicable, after the 

effective date of the most recent determination of the Net Fair Value of such Acquired Property effective date of the most recent determination of the Net Fair Value of such Acquired Property 

pursuant to an applicable Appraisal (or determination in connection with the audited annual pursuant to an applicable Appraisal (or determination in connection with the audited annual 

financial statements of the Company). financial statements of the Company). 

"Net Gain on Investments" "Net Gain on Investments"means, as of any date, the Net Gain/Loss on Investments means, as of any date, the Net Gain/Loss on Investments 

calculated as of such date, if such Net/Gain Loss on Investments is a positive number. For the calculated as of such date, if such Net/Gain Loss on Investments is a positive number. For the 

avoidance of doubt, if, as of any date, the Net Gain/Loss on Investments calculated as of such avoidance of doubt, if, as of any date, the Net Gain/Loss on Investments calculated as of such 

date is zero or a negative number, then the "Net Gain on Investments" as of such date is zero. date is zero or a negative number, then the "Net Gain on Investments" as of such date is zero. 

"Net Gain/Loss on Investments" "Net Gain/Loss on Investments"means, as of any date, (i) the aggregate net income, if means, as of any date, (i) the aggregate net income, if 

any, or the aggregate net loss (expressed as a negative number), if any, resulting from all any, or the aggregate net loss (expressed as a negative number), if any, resulting from all 

investments from time to time of the funds on deposit in the Defeasance Account pursuant to investments from time to time of the funds on deposit in the Defeasance Account pursuant to 

Section 4.1 of the Custodial and Paying Agency Agreement (and, to the extent applicable, the Section 4.1of the Custodial and Paying Agency Agreement (and, to the extent applicable, the 

liquidation of the same in accordance with Section 4.1 of the Custodial and Paying Agency liquidation of the same in accordance withSection 4.1 of the Custodial and Paying Agency 

Agreement), as determined by the Paying Agent (whose determination shall be conclusive absent Agreement), as determined by the Paying Agent (whose determination shall be conclusive absent

manifest error), plus (ii) any amount previously deposited into the Defeasance Account by any manifest error), plus (ii) any amount previously deposited into the Defeasance Account by any 

Purchase Money Notes Guarantor or the Transferor in respect of "Net Loss on Investments". Purchase Money Notes Guarantor or the Transferor in respect of "Net Loss on Investments".

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
"Net Income and Net Loss" "Net Income and Net Loss" means, for each Fiscal Year or other period, the taxable means, for each Fiscal Year or other period, the taxable 


income or loss of the Company, or particular items thereof, determined in accordance with the income or loss of the Company, or particular items thereof, determined in accordance with the 


accounting method used by the Company for federal income tax purposes with the following accounting method used by the Company for federal income tax purposes with the following 


adjustments: (a) all items of income, gain, loss, deduction or expense specially allocated pursuant adjustments: (a) all items of income, gain, loss, deduction or expense specially allocated pursuant 


to the LLC Operating Agreement (including pursuant to Sections 6.2(b)(i) through (iv) of the to the LLC Operating Agreement (including pursuant to Sections 6.2(b)(i) through (iv) of the 


LLC Operating Agreement) shall not be taken into account in computing such taxable income or 
 LLC Operating Agreement) shall not be taken into account in computing such taxable income or

loss; (b) any income of the Company that is exempt from federal income taxation and not loss; (b) any income of the Company that is exempt from federal income taxation and not 


otherwise taken into account in computing the taxable income of the Company shall be added to otherwise taken into account in computing the taxable income of the Company shall be added to 


such taxable income or loss; (c) if the Book Value of any asset differs from its adjusted tax basis such taxable income or loss; (c) if the Book Value of any asset differs from its adjusted tax basis 


for federal income tax purposes, any gain or loss resulting from a disposition of such asset shall for federal income tax purposes, any gain or loss resulting from a disposition of such asset shall 


be calculated with reference to such Book Value; (d) upon an adjustment to the Book Value of be calculated with reference to such Book Value; (d) upon an adjustment to the Book Value of 


any asset pursuant to the definition of Book Value, the amount of the adjustment shall be any asset pursuant to the definition of Book Value, the amount of the adjustment shall be 


included as gain or loss in computing such Net Income or Net Loss; (e) if the Book Value of any included as gain or loss in computing such Net Income or Net Loss; (e) if the Book Value of any 


asset differs from its adjusted tax asset differs from its adjusted tax basis for federal income tax purposes, the amount of basis for federal income tax purposes, the amount of

depreciation, amortization or cost recovery deductions with respect to such asset for purposes of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of 

determining Net Income or Net Loss shall be an amount which bears the same ratio to such Book determining Net Income or Net Loss shall be an amount which bears the same ratio to such Book 

Value as the federal income tax depreciation, amortization or other cost recovery deductions Value as the federal income tax depreciation, amortization or other cost recovery deductions 

bears to such adjusted tax basis (provided that if the federal income tax depreciation, bears to such adjusted tax basis (provided that if the federal income tax depreciation, 

amortization or other cost recovery deduction is zero, the Tax Matters Member may use any amortization or other cost recovery deduction is zero, the Tax Matters Member may use any 

reasonable method for purposes of determining depreciation, amortization or other cost recovery reasonable method for purposes of determining depreciation, amortization or other cost recovery 

deductions in calculating Net Income or Net Loss); and (f) except for items in (a) above, any deductions in calculating Net Income or Net Loss); and (f) except for items in (a) above, any 

expenditures of the Company not deductible in computing taxable income or loss, not properly expenditures of the Company not deductible in computing taxable income or loss, not properly 

capitalizable and not otherwise taken into account in computing Net Income or Net Loss capitalizable and not otherwise taken into account in computing Net Income or Net Loss 

pursuant to this definition, shall be treated as deductible items. pursuant to this definition, shall be treated as deductible items. 

"Net Loss on Investments" "Net Loss on Investments" means, as of any date, the absolute value of the Net means, as of any date, the absolute value of the Net 

Gain/Loss on Investments calculated as of such date, if such Net/Gain Loss on Investments is a Gain/Loss on Investments calculated as of such date, if such Net/Gain Loss on Investments is a 

negative number. For the avoidance of doubt, if, as of any date, the Net Gain/Loss on negative number. For the avoidance of doubt, if, as of any date, the Net Gain/Loss on

Investments calculated as of such date is zero or a positive number, then the "Net Loss on Investments calculated as of such date is zero or a positive number, then the "Net Loss on 

Investments" as of such date is zero. Investments" as of such date is zero. 

"Non-Guaranteed Purchase Money Note" "Non-Guaranteed Purchase Money Note"means any Purchase Money Note that is not means any Purchase Money Note that is not 

a Guaranteed Purchase Money Note. a Guaranteed Purchase Money Note. 

"Non-Guaranteed Purchase Money Note Obligations" "Non-Guaranteed Purchase Money Note Obligations" means the Secured Obligations means the Secured Obligations 

consisting of all debts, Liabilities, obligations (including any obligation to pay principal, charges, consisting of all debts, Liabilities, obligations (including any obligation to pay principal, charges, 

expenses, fees, attorney costs, indemnities and other amounts), covenants and duties of any expenses, fees, attorney costs, indemnities and other amounts), covenants and duties of any 

Grantor arising under any Non-Guaranteed Purchase Money Note, whether direct or indirect Grantor arising under any Non-Guaranteed Purchase Money Note, whether direct or indirect 

(including those acquired by assumption), absolute or contingent, due or to become due, now (including those acquired by assumption), absolute or contingent, due or to become due, now 

existing or hereafter arising and including fees that accrue after the commencement by or against existing or hereafter arising and including fees that accrue after the commencement by or against

the Debtor under any Debtor Relief Laws naming such Person as the debtor in such proceeding, the Debtor under any Debtor Relief Laws naming such Person as the debtor in such proceeding, 

regardless of whether such fees are allowed claims in such proceeding. regardless of whether such fees are allowed claims in such proceeding. 

"Non-Permitted Holder" "Non-Permitted Holder" has the meaning set forth in Section 2.12(b) of the Custodial has the meaning set forth in Section 2.12(b) of the Custodial 

and Paying Agency Agreement. and Paying Agency Agreement. 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version Version 3.1 3.1 

EXECUTION VERSION EXECUTION VERSION
"Non-Specified Parent PO Owner" "Non-Specified Parent PO Owner" means any PO Owner other than a PO Owner that is means any PO Owner other than a PO Owner that is 


one of the Persons constituting the Specified Parent of the Private Owner. one of the Persons constituting the Specified Parent of the Private Owner. 


"Note" "Note" means each note or promissory note, lost instrument affidavit, loan agreement, means each note or promissory note, lost instrument affidavit, loan agreement, 

shared credit, or Loan Participation Agreement, intercreditor agreement, reimbursement shared credit, or Loan Participation Agreement, intercreditor agreement, reimbursement 

agreement, any other evidence of indebtedness of any kind, or any other agreement, document or agreement, any other evidence of indebtedness of any kind, or any other agreement, document or 

instrument evidencing the indebtedness of a borrower under a Loan, and all Modifications to the instrument evidencing the indebtedness of a borrower under a Loan, and all Modifications to the 

foregoing. foregoing.

"Note Owner" "Note Owner"means the beneficial owner of an interest in a Rule 144A Global Note. means the beneficial owner of an interest in a Rule 144A Global Note. 

"Notice of Event of Default" "Notice of Event of Default"has, for purposes of the Account Control Agreement, the has, for purposes of the Account Control Agreement, the 


meaning set forth in the Account Control Agreement, and for purposes of the Private Owner 
 meaning set forth in the Account Control Agreement, and for purposes of the Private Owner

Account Control Agreement, the meaning set forth in the Private Owner Account Control 
 Account Control Agreement, the meaning set forth in the Private Owner Account Control

Agreement. 
 Agreement.

"NY UCC" "NY UCC"means the Uniform Commercial Code as in effect on the Closing Date in the means the Uniform Commercial Code as in effect on the Closing Date in the 


State of New York, as amended from time to time, and any successor statute. State of New York, as amended from time to time, and any successor statute. 


"Obligations" "Obligations"means all of the following (in each case, whether existing or accrued (or means all of the following (in each case, whether existing or accrued (or 


due, overdue or not due) as of, or arising on or after, the Cut-Off Date and/or the Closing Date): due, overdue or not due) as of, or arising on or after, the Cut-Off Date and/or the Closing Date): 


(a) (a) 	 all Liabilities (including any Liability to make an extension of credit (or other all Liabilities (including any Liability to make an extension of credit (or other 

advance)) of the Receiver under any Transferred Contract, in each case to the advance)) of the Receiver under any Transferred Contract, in each case to the 

extent the same are, in accordance with the FDIC Legal Powers (interpreted as set extent the same are, in accordance with the FDIC Legal Powers (interpreted as set 

forth in the last sentence of Section 2.2 Section 2.2of the Contribution Agreement), legally of the Contribution Agreement), legally 

binding on and valid against the Receiver; binding on and valid against the Receiver;

(b) (b) 	 all Liabilities (including (i) Liabilities for Taxes, (ii) homeowners association all Liabilities (including (i) Liabilities for Taxes, (ii) homeowners association 

dues and other assessments, (iii) the obligation to prevent waste or allow the dues and other assessments, (iii) the obligation to prevent waste or allow the 

property to become a nuisance, and (iv) the obligation to comply with deed, property to become a nuisance, and (iv) the obligation to comply with deed,

zoning or other use restrictions) of the Receiver with respect to any Receiver zoning or other use restrictions) of the Receiver with respect to any Receiver 

Acquired Property (including with respect to the existence, acquisition, Acquired Property (including with respect to the existence, acquisition, 

ownership, possession, operation, conduct or condition thereof), whether imposed ownership, possession, operation, conduct or condition thereof), whether imposed 

by Law, order of any Governmental Authority, recorded instrument or deed, or by Law, order of any Governmental Authority, recorded instrument or deed, or

otherwise, in each case to the extent the same are, in accordance with the FDIC otherwise, in each case to the extent the same are, in accordance with the FDIC 

Legal Powers (interpreted as set forth in the last sentence of Section 2.2 Section 2.2of the of the 

Contribution Agreement), legally binding on and valid against the Receiver; Contribution Agreement), legally binding on and valid against the Receiver; 

(c) (c) 	 without limitation of without limitation of clause (ii)of the first sentence of of the first sentence ofSection 2.2 Section 2.2of the of the 

Contribution Agreement, all Liabilities (including any Liabilities for or in respect Contribution Agreement, all Liabilities (including any Liabilities for or in respect 

of any costs and expenses (including attorneys' fees and litigation and similar of any costs and expenses (including attorneys' fees and litigation and similar 

costs, and other out-of-pocket expenses, actually incurred in investigating, costs, and other out-of-pocket expenses, actually incurred in investigating, 

defending, asserting or preparing the defense of any Assumed Closing Date Asset defending, asserting or preparing the defense of any Assumed Closing Date Asset 

Litigation), judgments, awards, fines, settlement amounts or penalties) of the Litigation), judgments, awards, fines, settlement amounts or penalties) of the 

Receiver (after giving effect to the FDIC Legal Powers) for or in respect of, or Receiver (after giving effect to the FDIC Legal Powers) for or in respect of, or 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
otherwise arising out of, any Assumed Closing Date Asset Litigation, in each case otherwise arising out of, any Assumed Closing Date Asset Litigation, in each case 

(i) to the extent the same are, in accordance with the FDIC Legal Powers (i) to the extent the same are, in accordance with the FDIC Legal Powers 

(interpreted as set forth the last sentence of (interpreted as set forth the last sentence of Section 2.2 of the Contribution Section 2.2of the Contribution

Agreement), legally binding on and valid against the Receiver and (ii) in the case Agreement), legally binding on and valid against the Receiver and (ii) in the case 

of any such costs or expenses, to the extent the same were or are incurred after the of any such costs or expenses, to the extent the same were or are incurred after the 

Cut-Off Date; and Cut-Off Date; and 

(d) (d) all Liabilities of the Receiver arising out of or in connection with, resulting from all Liabilities of the Receiver arising out of or in connection with, resulting from 

or related in any way to, any Asset (including with respect to the existence, or related in any way to, any Asset (including with respect to the existence, 

acquisition, ownership, possession, operation, conduct or condition thereof), to acquisition, ownership, possession, operation, conduct or condition thereof), to 

the extent attributable to acts, omissions, events or circumstances (including the extent attributable to acts, omissions, events or circumstances (including 

(i) (i) acts or omissions of, or on behalf of, the Company, the Private Owner, the acts or omissions of, or on behalf of, the Company, the Private Owner, the 

Servicer, any subsidiary of the Company or any Ownership Entity, and Servicer, any subsidiary of the Company or any Ownership Entity, and 

(ii) (ii) without limitation of clause (i), any acts or omissions of the Transferor and/or without limitation of clause (i), any acts or omissions of the Transferor and/or 

any Existing Servicer in connection with the services (including in any event all any Existing Servicer in connection with the services (including in any event all 

Servicing) provided (or caused to be provided) or contemplated to be provided (or Servicing) provided (or caused to be provided) or contemplated to be provided (or 

to be caused to be provided) by the Transferor and/or any Existing Servicer to be caused to be provided) by the Transferor and/or any Existing Servicer 

pursuant to, or as described in, Section 3.3 of the Contribution Agreement) pursuant to, or as described in, Section 3.3of the Contribution Agreement)

occurring or initially arising at any time after the Cut-Off Date (including at any occurring or initially arising at any time after the Cut-Off Date (including at any 

time after the Closing Date); time after the Closing Date); 

excluding, however, any Excluded Liability (disregarding for this purpose excluding, however, any Excluded Liability (disregarding for this purpose clause (c) of the clause (c)of the

definition of the term "Excluded Liabilities"). It is understood and agreed that any Liability of definition of the term "Excluded Liabilities"). It is understood and agreed that any Liability of 

any Failed Bank or the Receiver that has been discharged or otherwise extinguished (whether by any Failed Bank or the Receiver that has been discharged or otherwise extinguished (whether by 

operation of Law, by settlement or payment (including payment by issuance of a receivership operation of Law, by settlement or payment (including payment by issuance of a receivership 

certificate), by contract or otherwise) prior to, on or as of a specified date does not constitute a certificate), by contract or otherwise) prior to, on or as of a specified date does not constitute a 

Liability of the Receiver as of such specified date, provided, for the avoidance of doubt, that this Liability of the Receiver as of such specified date, provided,for the avoidance of doubt, that this

sentence does not limit or qualify, and is subject to, clause (c) of the preceding sentence or the sentence does not limit or qualify, and is subject to, clause (c) of the preceding sentence or the 

indemnity set forth in clause (ii) of the first sentence of indemnity set forth in clause (ii) of the first sentence of Section 2.2 of the Contribution Section 2.2of the Contribution

Agreement. Agreement. 

"Obligor" "Obligor"means (i) any guarantor of all or any portion of any Loan or all or any of any means (i) any guarantor of all or any portion of any Loan or all or any of any 

Borrower's obligations set forth and described in the Asset Documents or (ii) any other Person Borrower's obligations set forth and described in the Asset Documents or (ii) any other Person

(other than any Borrower, the lender(s) and any administrative or other agent) that is obligated (other than any Borrower, the lender(s) and any administrative or other agent) that is obligated 

pursuant to the Asset Documents with respect to an Asset, and shall include the guarantor under pursuant to the Asset Documents with respect to an Asset, and shall include the guarantor under 

any completion guaranty or similar document. any completion guaranty or similar document. 

"Office" "Office" has the meaning set forth in Section 6.1(a) of the Custodial and Paying Agency 

Agreement. Agreement.

has the meaning set forth in Section 6.1(a)of the Custodial and Paying Agency 

"Order" "Order" has the meaning set forth in has the meaning set forth in Section 6.1 of the Contribution Agreement. Section 6.1of the Contribution Agreement.

"Organizational Documents" "Organizational Documents"means: (i) with respect to any corporation, the certificate means: (i) with respect to any corporation, the certificate 

or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents 

with respect to any non-U.S. jurisdiction); (ii) with respect to any limited liability company, the with respect to any non-U.S. jurisdiction); (ii) with respect to any limited liability company, the 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
certificate or articles of formation or organization and limited liability company or operating certificate or articles of formation or organization and limited liability company or operating 

agreement; and (iii) with respect to any partnership, joint venture, trust or other form of business agreement; and (iii) with respect to any partnership, joint venture, trust or other form of business 

entity, the partnership, joint venture or other applicable agreement of formation or organization entity, the partnership, joint venture or other applicable agreement of formation or organization 

and any agreement, instrument, filing or notice with respect thereto filed in connection with its and any agreement, instrument, filing or notice with respect thereto filed in connection with its 

formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization with the applicable Governmental Authority in the jurisdiction of its 

formation or organization and, if applicable, any certificate or articles of formation or formation or organization and, if applicable, any certificate or articles of formation or 

organization of such entity. organization of such entity. 

"Original Face Amount" "Original Face Amount" (i) with respect to any Rule 144A Global Note, has the (i) with respect to any Rule 144A Global Note, has the 


meaning set forth therein, and (ii) with respect to a Certificated Note, means the stated original meaning set forth therein, and (ii) with respect to a Certificated Note, means the stated original 


principal amount of such Certificated Note. principal amount of such Certificated Note. 


"Original LLC Operating Agreement" "Original LLC Operating Agreement"means the initial "limited liability company means the initial "limited liability company 

agreement" (as such term is defined in the Act) of the Company dated as of a date prior to the agreement" (as such term is defined in the Act) of the Company dated as of a date prior to the 

Closing Date, pursuant to which the Initial Member held the entire limited liability company Closing Date, pursuant to which the Initial Member held the entire limited liability company 

interest in the Company. interest in the Company. 

"Ownership Entity" "Ownership Entity" means a Special Purpose Entity that is a direct, wholly-owned means a Special Purpose Entity that is a direct, wholly-owned 

subsidiary of the Company, whether contributed by the Transferor on the Closing Date or formed subsidiary of the Company, whether contributed by the Transferor on the Closing Date or formed 

or acquired by the Company thereafter; provided, that, with respect to any entity transferred to or acquired by the Company thereafter; provided, that, with respect to any entity transferred to 

the Company on the Closing Date pursuant to the Contribution Agreement that is not a Special the Company on the Closing Date pursuant to the Contribution Agreement that is not a Special 

Purpose Entity as of such date, any such entity shall be deemed to be an Ownership Entity; Purpose Entity as of such date, any such entity shall be deemed to be an Ownership Entity;

provided, further, that, the Company and the Manager shall take all necessary and appropriate provided, further, that, the Company and the Manager shall take all necessary and appropriate 

actions to cause such entity to become a Special Purpose Entity as promptly as possible after the actions to cause such entity to become a Special Purpose Entity as promptly as possible after the 

Closing. Closing. 

"Ownership Interest" "Ownership Interest" means, with respect to any Person, (i) any limited liability means, with respect to any Person, (i) any limited liability 

company interest in, any shares of capital stock of, or any other ownership or profit, or voting, company interest in, any shares of capital stock of, or any other ownership or profit, or voting, 

interest in, such Person, (ii) any rights or recourse against such Person under any stock interest in, such Person, (ii) any rights or recourse against such Person under any stock 

appreciation, phantom stock, profit participation or similar rights or plan, (iii) any rights of any appreciation, phantom stock, profit participation or similar rights or plan, (iii) any rights of any 

nature whatsoever (including conversion rights, exchange rights or rights under warrants) to have nature whatsoever (including conversion rights, exchange rights or rights under warrants) to have 

such Person issue (or otherwise cause to become outstanding), sell, execute or deliver, or any such Person issue (or otherwise cause to become outstanding), sell, execute or deliver, or any 

liability or obligation of such Person to issue (or otherwise cause to become outstanding), sell, liability or obligation of such Person to issue (or otherwise cause to become outstanding), sell, 

execute or deliver, (x) any Ownership Interest with respect to such Person described in clause (i) execute or deliver, (x) any Ownership Interest with respect to such Person described in clause (i) 

or (ii), or (y) any contract including any right or recourse described in clause (i) or (ii) or above or (ii), or (y) any contract including any right or recourse described in clause (i) or iii) or above 

in this clause (iii), or (iv) any other "equity security" (as such term is defined in Rule 3a11-1 in this clause (iii), or (iv) any other "equity security" (as such term is defined in Rule 3a11-1 

under the Exchange Act) of such Person. under the Exchange Act) of such Person. 

"Paying Agent" "Paying Agent"means the Bank, and any successor paying agent that is a Qualified means the Bank, and any successor paying agent that is a Qualified 

Custodian and Paying Agent and is acceptable and approved by the Initial Member, such Custodian and Paying Agent and is acceptable and approved by the Initial Member, such 

approval not to be unreasonably withheld, delayed or conditioned. approval not to be unreasonably withheld, delayed or conditioned. 

"Percentage Interest" "Percentage Interest" means, with respect to the limited liability company interest in the means, with respect to the limited liability company interest in the 

Company held by the Initial Member prior to the Closing Date, 100% and, with respect to the Company held by the Initial Member prior to the Closing Date, 100% and, with respect to the 

limited liability company interests in the Company held by the Initial Member and Private limited liability company interests in the Company held by the Initial Member and Private 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
Owner, respectively, on and after the Closing Date, as set forth in Section 2.3(c) of the LLC Owner, respectively, on and after the Closing Date, as set forth in Section 2.3(c) of the LLC 

Operating Agreement. Operating Agreement. 

"Perfection Requirements" "Perfection Requirements" has the meaning set forth in Section 7.1(e) of the has the meaning set forth in Section 7.1(e) of the 

Reimbursement, Security and Guaranty Agreement. Reimbursement, Security and Guaranty Agreement. 

"Permitted Disposition" "Permitted Disposition" has the meaning set forth in Section 8.1 of the LLC Operating has the meaning set forth in Section 8.1 of the LLC Operating 


Agreement. 
 Agreement.

"Permitted Investments" "Permitted Investments" means any one or more of the following obligations or means any one or more of the following obligations or 

securities having at the time of purchase, or at such other time as might be specified, the required securities having at the time of purchase, or at such other time as might be specified, the required 

ratings, if any, provided for in this definition: ratings, if any, provided for in this definition:

(i) (i) direct obligations of, or guaranteed as to timely payment of principal and interest by, direct obligations of, or guaranteed as to timely payment of principal and interest by, 

the United States of America or any agency or instrumentality of the United States of America, the United States of America or any agency or instrumentality of the United States of America, 

the obligations of which are backed by the full faith and credit of the United States of America; the obligations of which are backed by the full faith and credit of the United States of America; 

for the avoidance of doubt, this clause (i) shall include any debt guaranteed by the FDIC in its for the avoidance of doubt, this clause (i) shall include any debt guaranteed by the FDIC in its 

corporate capacity; corporate capacity; 

(ii) (ii) demand and time deposits in or certificates of deposit of, or bankers' acceptances demand and time deposits in or certificates of deposit of, or bankers' acceptances 

issued by, any bank or trust company, savings and loan association or savings bank, provided issued by, any bank or trust company, savings and loan association or savings bank, provided 

that, in the case of obligations that are not fully FDIC-insured deposits, the commercial paper that, in the case of obligations that are not fully FDIC-insured deposits, the commercial paper 

and/or long-term unsecured debt obligations of such depository institution or trust company (or and/or long-term unsecured debt obligations of such depository institution or trust company (or 

in the case of the principal depository institution in a holding company system, the commercial in the case of the principal depository institution in a holding company system, the commercial 

paper or long-term unsecured debt obligations of such holding company) have an Acceptable paper or long-term unsecured debt obligations of such holding company) have an Acceptable

Investment Rating; Investment Rating; 

(iii) (iii) general obligations of or obligations guaranteed by any state of the United States or general obligations of or obligations guaranteed by any state of the United States or 

the District of Columbia receiving ratings of not less than the highest rating of each Rating the District of Columbia receiving ratings of not less than the highest rating of each Rating 

Agency rating such obligations; Agency rating such obligations;

(iv) (iv) mutual funds in which investments are limited to the obligations referred to in mutual funds in which investments are limited to the obligations referred to in

clauses (i), (ii) or (iii) of this definition; and clauses (i), (ii) or (iii) of this definition; and 

(v) (v) with the prior written consent of the Required Consenting Parties (or (x) the Initial with the prior written consent of the Required Consenting Parties (or (x) the Initial 

Member alone, in the case of the Private Owner Pledged Account, and (y) the PMN Agent alone, Member alone, in the case of the Private Owner Pledged Account, and (y) the PMN Agent alone, 

in the case of the Defeasance Account), any other demand, money market or time deposit or in the case of the Defeasance Account), any other demand, money market or time deposit or 

other obligation, instrument, security or investment. other obligation, instrument, security or investment. 

"Permitted Liens" "Permitted Liens" means (i) Liens in favor of the Secured Parties pursuant to the means (i) Liens in favor of the Secured Parties pursuant to the 

Transaction Documents; (ii) Liens on Collateral (other than Acquired Property) caused or Transaction Documents; (ii) Liens on Collateral (other than Acquired Property) caused or 

permitted by the Manager as permitted under the Asset Documents where the applicable permitted by the Manager as permitted under the Asset Documents where the applicable 

Borrower is not in default thereunder (so long as any such Lien caused by, or permitted pursuant Borrower is not in default thereunder (so long as any such Lien caused by, or permitted pursuant 

to a discretionary consent or waiver of, the Manager is subordinated and junior to the security to a discretionary consent or waiver of, the Manager is subordinated and junior to the security 

interest in favor of the Company in the applicable Collateral); (iii) any Lien arising by operation interest in favor of the Company in the applicable Collateral); (iii) any Lien arising by operation 

of Law with respect to any Mortgaged Property as a result of the applicable Borrower's failure to of Law with respect to any Mortgaged Property as a result of the applicable Borrower's failure to 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
pay ground rents, Taxes, assessments, water rates, sewer rents, and other similar charges with pay ground rents, Taxes, assessments, water rates, sewer rents, and other similar charges with 

respect to such Mortgaged Property, so long as the Manager shall have determined in accordance respect to such Mortgaged Property, so long as the Manager shall have determined in accordance 

with the Servicing Standard (and shall have maintained applicable records of such determination with the Servicing Standard (and shall have maintained applicable records of such determination 

pursuant to Section 11 of the Reporting and Access Schedule) that the amount of such Lien (or of the Reporting and Access Schedule) that the amount of such Lien (or 

applicable aggregate amount required to be paid by the Company so as to discharge the same) applicable aggregate amount required to be paid by the Company so as to discharge the same) 

exceeds the net recoverable amount to the Company with respect to such Mortgaged Property exceeds the net recoverable amount to the Company with respect to such Mortgaged Property 

and provided that, so long as such Lien remains in effect, the Company does not acquire title to and provided that, so long as such Lien remains in effect, the Company does not acquire title to 

such Mortgaged Property or otherwise have any liability with respect to such Lien; (iv) inchoate such Mortgaged Property or otherwise have any liability with respect to such Lien; (iv) inchoate 

Liens arising by operation of law for Taxes not yet due, payable or delinquent; (v) leasehold Liens arising by operation of law for Taxes not yet due, payable or delinquent; (v) leasehold 

interests of lessees and purchase rights of purchasers under leases and sales contracts otherwise interests of lessees and purchase rights of purchasers under leases and sales contracts otherwise 

permitted under the Transaction Documents (with respect to the Collateral or Acquired Property permitted under the Transaction Documents (with respect to the Collateral or Acquired Property 

being so leased or purchased); (vi) in the case of Acquired Property (and in addition to the being so leased or purchased); (vi) in the case of Acquired Property (and in addition to the

foregoing), any Permitted Lien (and all title and survey exceptions based thereon as set forth in foregoing), any Permitted Lien (and all title and survey exceptions based thereon as set forth in 

the applicable owner's title insurance) in existence at the time the Company or an applicable the applicable owner's title insurance) in existence at the time the Company or an applicable 

Ownership Entity acquired title to such Acquired Property (other than, in connection with any Ownership Entity acquired title to such Acquired Property (other than, in connection with any 

such title acquired by foreclosure or other applicable legal process, any such Lien as would be such title acquired by foreclosure or other applicable legal process, any such Lien as would be 

extinguishable in accordance with applicable law in connection with such foreclosure or other extinguishable in accordance with applicable law in connection with such foreclosure or other 

legal process); and (vii) such other Liens as the Required Consenting Parties may unanimously legal process); and (vii) such other Liens as the Required Consenting Parties may unanimously 

approve in writing in their sole discretion. approve in writing in their sole discretion. 

"Person" "Person"means any individual, corporation, partnership (general or limited), limited means any individual, corporation, partnership (general or limited), limited 

liability company, limited liability partnership, firm, joint venture, association, joint-stock liability company, limited liability partnership, firm, joint venture, association, joint-stock 

company, trust, estate, unincorporated organization, Governmental Authority or other entity. company, trust, estate, unincorporated organization, Governmental Authority or other entity. 

"Pledged Interests" "Pledged Interests" shall have the meaning set forth in Section 3.1 of the shall have the meaning set forth in Section 3.1 of the 

Reimbursement, Security and Guaranty Agreement. Reimbursement, Security and Guaranty Agreement. 

"PMN Agent" "PMN Agent"means Person from time to time constituting the "PMN Agent" under the means Person from time to time constituting the "PMN Agent" under the 

Reimbursement, Security and Guaranty Agreement (initially, the Receiver), in such capacity. Reimbursement, Security and Guaranty Agreement (initially, the Receiver), in such capacity. 

"PMN Factor" "PMN Factor"means, in relation to any particular Purchase Money Note, the quotient of means, in relation to any particular Purchase Money Note, the quotient of 

the then-outstanding unpaid principal amount of such Purchase Money Note divided by the the then-outstanding unpaid principal amount of such Purchase Money Note divided by the

aggregate then-outstanding unpaid principal amount of all of the Purchase Money Notes of the aggregate then-outstanding unpaid principal amount of all of the Purchase Money Notes of the 

same Class of Purchase Money Notes. same Class of Purchase Money Notes. 

"PMN Satisfaction/Defeasance Date" "PMN Satisfaction/Defeasance Date"means (i) prior to the Guaranty Issuance Date, the means (i) prior to the Guaranty Issuance Date, the 

date on which all the Purchase Money Notes shall have been indefeasibly paid, satisfied and date on which all the Purchase Money Notes shall have been indefeasibly paid, satisfied and 

discharged in full, and (ii) on or after the Guaranty Issuance Date, the date on which both (x) the discharged in full, and (ii) on or after the Guaranty Issuance Date, the date on which both (x) the 

balance in the Defeasance Account (plus any Net Loss on Investments, and disregarding for balance in the Defeasance Account (plus any Net Loss on Investments, and disregarding for 

purposes of such calculation any amounts deposited into the Defeasance Account pursuant to purposes of such calculation any amounts deposited into the Defeasance Account pursuant to 

Section 2.8 of the Custodial and Paying Agency Agreement or pursuant to any Purchase Money Section 2.8 of the Custodial and Paying Agency Agreement or pursuant to any Purchase Money 

Notes Guaranty (and any related disbursement from the Defeasance Account in respect of any Notes Guaranty (and any related disbursement from the Defeasance Account in respect of any 

such deposit)) equals (or exceeds) the aggregate outstanding principal amount of all the Purchase such deposit)) equals (or exceeds) the aggregate outstanding principal amount of all the Purchase 

Money Notes and (y) all reimbursement amounts, together with any accrued interest thereon, Money Notes and (y) all reimbursement amounts, together with any accrued interest thereon, 

owed to all Purchase Money Notes Guarantors pursuant to the Reimbursement, Security and owed to all Purchase Money Notes Guarantors pursuant to the Reimbursement, Security and 

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Agreement of Definitions Agreement ofDefinitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
Guaranty Agreement for previous payments made by them pursuant to any Purchase Money Guaranty Agreement for previous payments made by them pursuant to any Purchase Money 

Notes Guaranty shall have been indefeasibly paid, satisfied and discharged in full. Notes Guaranty shall have been indefeasibly paid, satisfied and discharged in full. 

"PO Owner" "PO Owner"means (i) any holder of an Ownership Interest in the Private Owner at any means (i) any holder of an Ownership Interest in the Private Owner at any 


time prior to the Transaction Termination Date and (ii) if any such holder is a nominee for time prior to the Transaction Termination Date and (ii) if any such holder is a nominee for 


another Person or Persons, each such other Person or Persons. another Person or Persons, each such other Person or Persons. 


"Pre-Approved Charges" "Pre-Approved Charges"means the costs and expenses (including legal fees and costs means the costs and expenses (including legal fees and costs 

incurred by the Company, the Manager, the Servicer or any Subservicer for the benefit of the incurred by the Company, the Manager, the Servicer or any Subservicer for the benefit of the 

Company) expressly designated as "Pre-Approved Charges" in the Contribution Agreement Company) expressly designated as "Pre-Approved Charges" in the Contribution Agreement 

(including (including Sections 2.8, 3.1(c), 3.1(d)(i), 3.1(e), 3.2(b), 4.3, 4.10 and 5.6 of the Contribution Sections 2.8, 3.1(c), 3.1(d)(i), 3.1(e), 3.2(b),4.3, 4.10and 5.6 of the Contribution

Agreement) or the Reimbursement, Security and Guaranty Agreement, and no other costs or Agreement) or the Reimbursement, Security and Guaranty Agreement, and no other costs or

expenses. expenses. 

"Previously Approved Matters" "Previously Approved Matters" has the meaning set forth in has the meaning set forth in Section 2.7 of the LLC 
 Section 2.7of the LLC

Operating Agreement. Operating Agreement. 


"Principal Deficiency" "Principal Deficiency" has the meaning set forth in has the meaning set forth in Section 2.4(c) of the Contribution 
 Section 2.4(c)of the Contribution

Agreement. Agreement. 


"Prior Servicers" "Prior Servicers"means, as of any date of determination, the Receiver, the Company, means, as of any date of determination, the Receiver, the Company, 

the Existing Servicers, the FDIC, any Failed Bank and any predecessor-in-interest thereof, any the Existing Servicers, the FDIC, any Failed Bank and any predecessor-in-interest thereof, any 

Ownership Entities existing (or having been in existence) on or before such date, and all of their Ownership Entities existing (or having been in existence) on or before such date, and all of their 

respective Related Persons (but excluding, in all cases, the Manager (in its individual capacity)). respective Related Persons (but excluding, in all cases, the Manager (in its individual capacity)).

"Priority of Payments" "Priority of Payments" has the meaning set forth in has the meaning set forth in Section 5.1 of the Custodial and Section 5.1of the Custodial and

Paying Agency Agreement. Paying Agency Agreement.

"Private Owner" "Private Owner"means the Person from time to time constituting the "Private Owner" means the Person from time to time constituting the "Private Owner" 

under, and in accordance with, the LLC Operating Agreement (initially, ColFin 2011 CRE under, and in accordance with, the LLC Operating Agreement (initially, ColFin 2011 CRE 

Funding, LLC, a Delaware limited liability company. Funding, LLC, a Delaware limited liability company.

"Private Owner Interest" "Private Owner Interest" (a) for purposes of the Private Owner Interest Sale (a) for purposes of the Private Owner Interest Sale 

Agreement, has the meaning set forth in the Recitals of the Private Owner Interest Sale Agreement, has the meaning set forth in the Recitals of the Private Owner Interest Sale 

Agreement, and (b) for purposes of each Transaction Document other than the Private Owner Agreement, and (b) for purposes of each Transaction Document other than the Private Owner 

Interest Sale Agreement, means (i) the limited liability company interest in the Company held by Interest Sale Agreement, means (i) the limited liability company interest in the Company held by

the Private Owner, including the rights to share in the income, gain, loss, deductions and credits the Private Owner, including the rights to share in the income, gain, loss, deductions and credits 

of, and the right to receive distributions from, the Company, (ii) all other rights, benefits and of, and the right to receive distributions from, the Company, (ii) all other rights, benefits and 

privileges enjoyed by the Private Owner (under the Act, the LLC Operating Agreement or privileges enjoyed by the Private Owner (under the Act, the LLC Operating Agreement or

otherwise) in its capacity as a Member, including rights to vote, consent and approve, and (iii) all otherwise) in its capacity as a Member, including rights to vote, consent and approve, and (iii) all 

other rights, benefits, privileges and claims (whether known or unknown) of the Private Owner other rights, benefits, privileges and claims (whether known or unknown) of the Private Owner 

(in any capacity, including as the Manager) under, or arising under, the LLC Operating (in any capacity, including as the Manager) under, or arising under, the LLC Operating 

Agreement or the Custodial and Paying Agency Agreement, including in any event all rights of Agreement or the Custodial and Paying Agency Agreement, including in any event all rights of 

the Private Owner (in any capacity, including as the Manager) to receive the Interim the Private Owner (in any capacity, including as the Manager) to receive the Interim 

Management Fee or the Management Fee, to receive any distributions or payments on account of Management Fee or the Management Fee, to receive any distributions or payments on account of 

any Excess Working Capital Advances made by or on behalf of the Private Owner (in any any Excess Working Capital Advances made by or on behalf of the Private Owner (in any 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 3.1 

EXECUTION VERSION EXECUTION VERSION 
capacity, including as the Manager) and all rights with respect to any funds in the Private Owner capacity, including as the Manager) and all rights with respect to any funds in the Private Owner 

Pledged Account. For the avoidance of doubt, the "Private Owner Interest" does not include any Pledged Account. For the avoidance of doubt, the "Private Owner Interest" does not include any

right, title or interest of the Manager (in its individual capacity) under the Servicing Agreement. right, title or interest of the Manager (in its individual capacity) under the Servicing Agreement. 

"Private Owner Interest Asset Value" "Private Owner Interest Asset Value" means, with respect to any Asset, the portion of means, with respect to any Asset, the portion of 

the Private Owner Interest Sale Price allocated to such Asset, as set forth on Attachment B to the the Private Owner Interest Sale Price allocated to such Asset, as set forth on Attachment B to the 

Contribution Agreement. Contribution Agreement. 

"Private Owner Interest Asset Value Schedule" "Private Owner Interest Asset Value Schedule" means the "Asset Value Schedule" means the "Asset Value Schedule" 

attached as Attachment B to the Contribution Agreement. attached as Attachment B to the Contribution Agreement. 

"Private Owner Interest Sale Agreement" "Private Owner Interest Sale Agreement" means the Private Owner Interest Sale and means the Private Owner Interest Sale and 

Assignment Agreement between the Initial Member and the Private Owner dated as of the Assignment Agreement between the Initial Member and the Private Owner dated as of the 

Closing Date. Closing Date. 

"Private Owner Interest Sale Price" "Private Owner Interest Sale Price" means the purchase price set forth in the Private means the purchase price set forth in the Private 

Owner Interest Sale Agreement (as the "Private Owner Interest Sale Price" defined therein) for Owner Interest Sale Agreement (as the "Private Owner Interest Sale Price" defined therein) for 

the limited liability company interest sold to the Private Owner. the limited liability company interest sold to the Private Owner. 

"Private Owner Obligations" "Private Owner Obligations" means all duties, liabilities and obligations of the Private means all duties, liabilities and obligations of the Private 

Owner under or with respect to the LLC Operating Agreement and the Transaction Documents. Owner under or with respect to the LLC Operating Agreement and the Transaction Documents. 

"Private Owner Pledged Account" "Private Owner Pledged Account" means the segregated trust or custodial account means the segregated trust or custodial account 

designated as the "Private Owner Pledged Account" pursuant to Section 3.9(a) of the Custodial designated as the "Private Owner Pledged Account" pursuant to Section 3.9(a) of the Custodial 

and Paying Agency Agreement. and Paying Agency Agreement. 

"Private Owner Pledged Account Control Agreement" "Private Owner Pledged Account Control Agreement" means the Private Owner means the Private Owner 

Account Control Agreement (in substantially the form set forth in Exhibit Q to the Custodial and Account Control Agreement (in substantially the form set forth in Exhibit Q to the Custodial and

Paying Agency Agreement), among the Private Owner, the Paying Agent and the Initial Paying Agency Agreement), among the Private Owner, the Paying Agent and the Initial 

Member, with respect to the Private Owner Pledged Account. Member, with respect to the Private Owner Pledged Account. 

"Private Owner Pledged Amount" "Private Owner Pledged Amount" means $6,000,000.00. means $6,000,000.00. 

"Private Owner WCR Account Deposit" "Private Owner WCR Account Deposit" has the meaning set forth in the "Recitals" to has the meaning set forth in the "Recitals" to 

the Private Owner Interest Sale Agreement. the Private Owner Interest Sale Agreement. 

"Proceedings" "Proceedings"means any suit in equity, action at Law or other judicial or administrative means any suit in equity, action at Law or other judicial or administrative 

proceeding. proceeding. 

"Purchase Money Notes" "Purchase Money Notes" means, (i) individually, a Class A Purchase Money Note and means, (i) individually, a Class A Purchase Money Note and 

(ii) collectively, (a) Class A Purchase Money Notes and (b) any Subsequent Class Purchase (ii) collectively, (a) Class A Purchase Money Notes and (b) any Subsequent Class Purchase 

Money Notes. Money Notes. 

"Purchase Money Notes Asset Value" "Purchase Money Notes Asset Value" means, with respect to any Asset, (i) the product means, with respect to any Asset, (i) the product 

of (A) the aggregate original principal amount of the Purchase Money Notes and (B) the quotient of (A) the aggregate original principal amount of the Purchase Money Notes and (B) the quotient 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
(expressed as a decimal) of the Private Owner Interest Asset Value of such Asset (expressed as a decimal) of the Private Owner Interest Asset Value of such Asset divided divided by the by the 


Private Owner Interest Sale Price, Private Owner Interest Sale Price, minuss (ii) in the event of, and in connection with, any (ii) in the event of, and in connection with, any


repurchase of such Asset (and related distributions), the result when the Unpaid Principal repurchase of such Asset (and related distributions), the result when the Unpaid Principal 

Balance of the Asset as of the date of repurchase is subtracted from the Adjusted Unpaid Balance of the Asset as of the date of repurchase is subtracted from the Adjusted Unpaid 

Principal Balance of the Asset (provided that if such result is a negative number this clause (ii) Principal Balance of the Asset (provided that if such result is a negative number this clause (ii)

shall be disregarded). By way of clarification, (a) adjustments based on Excess Principal or a shall be disregarded). By way of clarification, (a) adjustments based on Excess Principal or a 

Principal Deficiency do not affect the Purchase Money Notes Asset Value, and (b) the intent of Principal Deficiency do not affect the Purchase Money Notes Asset Value, and (b) the intent of

clause (ii) above (and inclusion thereof in the foregoing definition, rather than as a separate part clause (ii) above (and inclusion thereof in the foregoing definition, rather than as a separate part 

of the definition of "Repurchase Price") is to allocate reductions in the Unpaid Principal Balance of the definition of "Repurchase Price") is to allocate reductions in the Unpaid Principal Balance 

of any Asset occurring after the Cut-Off Date (based on changes from the Adjusted Unpaid of any Asset occurring after the Cut-Off Date (based on changes from the Adjusted Unpaid 

Principal Balance) to the Purchase Money Notes Asset Value of such Asset for purposes of Principal Balance) to the Purchase Money Notes Asset Value of such Asset for purposes of

applicable distributions with respect to the Repurchase Price of such Asset (in the event of an applicable distributions with respect to the Repurchase Price of such Asset (in the event of an 

applicable repurchase thereof by the Transferor pursuant to the Contribution Agreement). applicable repurchase thereof by the Transferor pursuant to the Contribution Agreement). 

"Purchase Money Notes Disposition" "Purchase Money Notes Disposition" means any Disposition of any Purchase Money means any Disposition of any Purchase Money 

Note. Note. 

"Purchase Money Notes Guarantor" "Purchase Money Notes Guarantor" means the "Purchase Money Notes Guarantor" means the "Purchase Money Notes Guarantor" 

under any Purchase Money Notes Guaranty (and, in each case, any successor thereto). under any Purchase Money Notes Guaranty (and, in each case, any successor thereto). 

"Purchase Money Notes Guaranty" "Purchase Money Notes Guaranty" means any, and each, guaranty entered into means any, and each, guaranty entered into 

pursuant to Section 8.4(b)(iv) of the Contribution Agreement or Section 2.8 of the Custodial and pursuant to Section 8.4(b)(iv) of the Contribution Agreement or Section 2.8 of the Custodial and

Paying Agency Agreement. If more than one such agreement is entered into, all such Paying Agency Agreement. If more than one such agreement is entered into, all such

agreements shall rank pari passu pari passu with each other in right of payment. with each other in right of payment. 

"Purchase Money Notes Issuance Fee" "Purchase Money Notes Issuance Fee" has the meaning set forth in Section 2.10(a) of has the meaning set forth in Section 2.10(a) of 

the Contribution Agreement. the Contribution Agreement.

"Purchase Money Notes Maturity Date" "Purchase Money Notes Maturity Date" means either the Class A Note Maturity Date means either the Class A Note Maturity Date 

or, with respect to any Subsequent Class Purchase Money Notes, the "Maturity Date" as defined or, with respect to any Subsequent Class Purchase Money Notes, the "Maturity Date" as defined 

in the Purchase Money Notes of such Class. in the Purchase Money Notes of such Class. 

"Purchase Money Notes Register" "Purchase Money Notes Register" has the meaning set forth in Section 2.7(a) of the has the meaning set forth in Section 2.7(a) of the 

Custodial and Paying Agency Agreement. Custodial and Paying Agency Agreement. 

"Purchase Money Notes Registrar" "Purchase Money Notes Registrar" has the meaning set forth in Section 2.7(a) of the has the meaning set forth in Section 2.7(a) of the 

Custodial and Paying Agency Agreement. Custodial and Paying Agency Agreement. 

"Purchase Money Notes Trigger Event" "Purchase Money Notes Trigger Event" shall be deemed to have occurred (and to shall be deemed to have occurred (and to 

exist) if, as of any time during the periods set forth below, (a) the sum of (i) the aggregate exist) if, as of any time during the periods set forth below, (a) the sum of (i) the aggregate 

amount previously paid by the Company (including from the Distribution Account or the amount previously paid by the Company (including from the Distribution Account or the 

Defeasance Account, but excluding any payments made (including through the Defeasance Defeasance Account, but excluding any payments made (including through the Defeasance

Account) (x) pursuant to any Purchase Money Notes Guaranty or (y) from any amount deposited Account) (x) pursuant to any Purchase Money Notes Guaranty or (y) from any amount deposited 

into the Defeasance Account pursuant to Section 2.8 of the Custodial and Paying Agency into the Defeasance Account pursuant to Section 2.8 of the Custodial and Paying Agency 

Agreement) to Holders to pay the principal of the Purchase Money Notes plus (ii) the aggregate Agreement) to Holders to pay the principal of the Purchase Money Notes plus (ii) the aggregate 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
amount previously paid by the Company to the Purchase Money Notes Guarantors to reimburse amount previously paid by the Company to the Purchase Money Notes Guarantors to reimburse 

the Purchase Money Notes Guarantors (including from the Distribution Account or the the Purchase Money Notes Guarantors (including from the Distribution Account or the

Defeasance Account) for the principal of any payments made by the Purchase Money Notes Defeasance Account) for the principal of any payments made by the Purchase Money Notes 

Guarantors pursuant to any Purchase Money Notes Guaranty (other than for any amount paid by Guarantors pursuant to any Purchase Money Notes Guaranty (other than for any amount paid by 

such Purchase Money Notes Guarantor pursuant to Section 16(b) of any Purchase Money Notes 

Guaranty), plus (iii) the total amount then on deposit in the Defeasance Account (plus the Net Guaranty), plus (iii) the total amount then on deposit in the Defeasance Account (plus the Net 

Loss on Investments, and disregarding for purposes of such calculation any amounts deposited Loss on Investments, and disregarding for purposes of such calculation any amounts deposited 

such Purchase Money Notes Guarantor pursuant to Section 16(b) of any Purchase Money Notes 

into the Defeasance Account pursuant to Section 2.8 of the Custodial and Paying Agency 

Agreement or pursuant to any Purchase Money Notes Guaranty (and any related disbursement Agreement or pursuant to any Purchase Money Notes Guaranty (and any related disbursement 

from the Defeasance Account in respect of any such deposit)), divided by (b) the original from the Defeasance Account in respect of any such deposit)), divided by (b) the original 

aggregate principal amount of the Purchase Money Notes as of the Closing Date, is less than: aggregate principal amount of the Purchase Money Notes as of the Closing Date, is less than: 

into the Defeasance Account pursuant to Section 2.8 of the Custodial and Paying Agency 

fourth anniversary of the Closing Date or any time fourth anniversary of the Closing Date or any time

thereafter before the fifth anniversary of the Closing Date: thereafter before the fifth anniversary of the Closing Date:� 25%25% 

fifth anniversary of the Closing Date or any time fifth anniversary of the Closing Date or any time 

thereafter before the sixth anniversary of the Closing Date: thereafter before the sixth anniversary of the Closing Date: � 50% 50% 

sixth anniversary of the Closing Date or any time sixth anniversary of the Closing Date or any time 

thereafter before the seventh anniversary of the Closing Date: thereafter before the seventh anniversary of the Closing Date: � 75% 75% 

seventh anniversary of the Closing Date or any time seventh anniversary of the Closing Date or any time

thereafter:� 100% 100% 

"Purchase Price Payment" "Purchase Price Payment" has the meaning set forth in Section 1(a) of the Private 

Owner Interest Sale Agreement. Owner Interest Sale Agreement. 

has the meaning set forth in Section 1(a) of the Private 

"Purchaser Eligibility Certification" "Purchaser Eligibility Certification" means, (i) with respect to the Private Owner, any means, (i) with respect to the Private Owner, any 

Purchaser Eligibility Certification delivered by the Private Owner or any of its Affiliates to the Purchaser Eligibility Certification delivered by the Private Owner or any of its Affiliates to the 

Receiver in connection with the transactions contemplated in the LLC Operating Agreement and Receiver in connection with the transactions contemplated in the LLC Operating Agreement and 

the other Transaction Documents, including the Purchaser Eligibility Certification delivered by the other Transaction Documents, including the Purchaser Eligibility Certification delivered by 

the Private Owner to the Receiver on or about the Closing Date, and, (ii) with respect to any the Private Owner to the Receiver on or about the Closing Date, and, (ii) with respect to any 

Permitted Disposition (and the applicable transferee in connection therewith), a Purchaser Permitted Disposition (and the applicable transferee in connection therewith), a Purchaser 

Eligibility Certification in substantially the form of the Purchaser Eligibility Certification Eligibility Certification in substantially the form of the Purchaser Eligibility Certification 

referenced in item (i), with such changes as the Initial Member may require based on changes to referenced in item (i), with such changes as the Initial Member may require based on changes to

such form of Purchaser Eligibility Certification as maintained by the FDIC. such form of Purchaser Eligibility Certification as maintained by the FDIC. 

"Qualified Custodian and Paying Agent" "Qualified Custodian and Paying Agent" means any Person that (i) is a bank, trust means any Person that (i) is a bank, trust 

company or title insurance company subject to supervision and examination by any federal or company or title insurance company subject to supervision and examination by any federal or 

state regulatory authority, (ii) is experienced in providing services of the type required to be state regulatory authority, (ii) is experienced in providing services of the type required to be 

performed by the Bank as the Custodian and Paying Agent under the Custodial and Paying performed by the Bank as the Custodian and Paying Agent under the Custodial and Paying 

Agency Agreement, (iii) is qualified and licensed to do business in each jurisdiction in which the Agency Agreement, (iii) is qualified and licensed to do business in each jurisdiction in which the 

Custodial Documents will be held to the extent required unless and to the extent the failure to be Custodial Documents will be held to the extent required unless and to the extent the failure to be 

so qualified or licensed will not have a material adverse effect on the Custodian or its ability to so qualified or licensed will not have a material adverse effect on the Custodian or its ability to 

perform its obligations under the Custodial and Paying Agency Agreement, (iv) is not prohibited perform its obligations under the Custodial and Paying Agency Agreement, (iv) is not prohibited 

from exercising custodial powers in any jurisdiction in which the Custodial Documents are or from exercising custodial powers in any jurisdiction in which the Custodial Documents are or 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
will be held, (v) has combined capital and surplus of at least $50,000,000 as reported in its most will be held, (v) has combined capital and surplus of at least $50,000,000 as reported in its most 

recent report of condition, (vi) has the facilities to safeguard the funds deposited in the Accounts, recent report of condition, (vi) has the facilities to safeguard the funds deposited in the Accounts, 

the Loan Documents and other Custodial Documents, and (vii) is not an Affiliate of the the Loan Documents and other Custodial Documents, and (vii) is not an Affiliate of the 

Company, the Initial Member, the Private Owner, the Servicer or any Subservicer. Company, the Initial Member, the Private Owner, the Servicer or any Subservicer. 

"Qualified Institutional Buyer" "Qualified Institutional Buyer"means a "qualified institutional buyer" as defined in means a "qualified institutional buyer" as defined in 

Rule 144A under the Securities Act. Rule 144A under the Securities Act. 

"Qualified Issuer" "Qualified Issuer"means any FDIC-insured depository institution that is at all times means any FDIC-insured depository institution that is at all times 

"well capitalized" as defined in 12 U.S.C. § 18310 (b)(1)(A), is in the business of issuing letters "well capitalized" as defined in 12 U.S.C. § 18310 (b)(1)(A), is in the business of issuing letters 

of credit and either (i) maintains offices in either or both of New York City, NY and of credit and either (i) maintains offices in either or both of New York City, NY and 

Washington, D.C. where presentation and drawings on such letters of credit can be duly made, or Washington, D.C. where presentation and drawings on such letters of credit can be duly made, or 

(ii) maintains a letter of credit department at its offices in another city and confirms to the Initial (ii) maintains a letter of credit department at its offices in another city and confirms to the Initial 

Member that its standard institutional practice is to permit presentation and drawing on such Member that its standard institutional practice is to permit presentation and drawing on such 

letters of credit by facsimile transmission of documents to such office. letters of credit by facsimile transmission of documents to such office. 

"Qualified Purchaser" "Qualified Purchaser"means a "qualified purchaser" within the meaning of Section means a "qualified purchaser" within the meaning of Section 

3(c)(7) of the Investment Company Act of 1940. 3(c)(7) of the Investment Company Act of 1940. 

"Qualified Servicer" "Qualified Servicer" means any Person that (i) is properly licensed and qualified to means any Person that (i) is properly licensed and qualified to 

conduct business in each jurisdiction in which such licenses and qualifications to conduct conduct business in each jurisdiction in which such licenses and qualifications to conduct 

business are necessary for the Servicing to be conducted by or through such Person (taking into business are necessary for the Servicing to be conducted by or through such Person (taking into

account any Servicing being conducted by any Subservicer engaged by such Person), (ii) has the account any Servicing being conducted by any Subservicer engaged by such Person), (ii) has the 

management capacity and experience to service Assets of the type held by the Company and to management capacity and experience to service Assets of the type held by the Company and to 

be serviced by such Person, especially performing and non-performing commercial real estate be serviced by such Person, especially performing and non-performing commercial real estate 

loans secured by commercial properties, as applicable, including the number and types of Assets loans secured by commercial properties, as applicable, including the number and types of Assets 

serviced, (iii) has the ability itself, or through an applicable Subservicer engaged by such Person, serviced, (iii) has the ability itself, or through an applicable Subservicer engaged by such Person, 

to track, process and post payments, to furnish Tax reports to borrowers, and to monitor to track, process and post payments, to furnish Tax reports to borrowers, and to monitor 

construction and approve and disburse draws, (iv) in the event such Person is to perform any construction and approve and disburse draws, (iv) in the event such Person is to perform any 

Servicing other than Asset Management, such Person either (x) has an Acceptable Rating, (y) has Servicing other than Asset Management, such Person either (x) has an Acceptable Rating, (y) has 

engaged a Rated Subservicer for all such Servicing other than Asset Management, or (z) is 

approved by and continues to be acceptable to the Initial Member in its sole discretion, and (v) in approved by and continues to be acceptable to the Initial Member in its sole discretion, and (v) in 

the event any of the serviced Loans are (or are required pursuant to the terms hereof to be) the event any of the serviced Loans are (or are required pursuant to the terms hereof to be) 

engaged a Rated Subservicer for all such Servicing other than Asset Management, or (z) is 

registered on the MERS System, is a member of MERS. registered on the MERS® System, is a member of MERS.

"Qualified Transferee" "Qualified Transferee" has the meaning set forth in Section 10.1 of the LLC Operating has the meaning set forth in Section 10.1 of the LLC Operating 

Agreement. Agreement. 

"Qualifying Cash Collateral" "Qualifying Cash Collateral" means cash and any interest earned thereon (and means cash and any interest earned thereon (and 

Permitted Investments with respect thereto) in the Private Owner Pledged Account. Permitted Investments with respect thereto) in the Private Owner Pledged Account. 

"Qualifying Letter of Credit" "Qualifying Letter of Credit" means an irrevocable standby letter of credit (i) delivered means an irrevocable standby letter of credit (i) delivered 

to (and naming as sole beneficiary thereunder) the Initial Member substantially in the form of to (and naming as sole beneficiary thereunder) the Initial Member substantially in the form of 

Exhibit D to the LLC Operating Agreement (or in such other form as may be acceptable to, and 

approved in writing by, the Initial Member), duly issued by an Issuing Bank that is, as of the date approved in writing by, the Initial Member), duly issued by an Issuing Bank that is, as of the date 

of issuance thereof, a Qualified Issuer, (ii) drawable either (x) at such Issuing Bank's offices in of issuance thereof, a Qualified Issuer, (ii) drawable either (x) at such Issuing Bank's offices in 

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Exhibit D to the LLC Operating Agreement (or in such other form as may be acceptable to, and 

CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION
New York City, NY or Washington, D.C. or (y) through a letter of credit department located at New York City, NY or Washington, D.C. or (y) through a letter of credit department located at 

its offices in another city which permits presentation and drawing on such letters of credit by its offices in another city which permits presentation and drawing on such letters of credit by 

facsimile transmission of documents to such office; facsimile transmission of documents to such office; provided, however, with respect to this provided, however,with respect to this

clause (y) clause (y) above, such Qualifying Issuer shall confirm to the Initial Member that such Issuer's above, such Qualifying Issuer shall confirm to the Initial Member that such Issuer's

standard institutional practice is to permit presentation and drawing on such letters of credit by standard institutional practice is to permit presentation and drawing on such letters of credit by 

facsimile transmission of documents to such office and (iii) having an initial term of one year facsimile transmission of documents to such office and (iii) having an initial term of one year

with automatic renewals thereafter (without amendment except for extension of the then current with automatic renewals thereafter (without amendment except for extension of the then current 

expiry date by an additional year) until the Initial Member has delivered written notice to the expiry date by an additional year) until the Initial Member has delivered written notice to the 

Issuing Bank to the effect that such Qualifying Letter of Credit is being released in its entirety. Issuing Bank to the effect that such Qualifying Letter of Credit is being released in its entirety. 

"Rated Subservicer" "Rated Subservicer" means a Qualified Servicer (that, for purposes of means a Qualified Servicer (that, for purposes of clause (iii) of clause (iii)of

such definition, either (x) has an Acceptable Rating, or (y) is approved by and continues to be such definition, either (x) has an Acceptable Rating, or (y) is approved by and continues to be 

acceptable to the Initial Member in its sole discretion) engaged as a Subservicer by the Servicer acceptable to the Initial Member in its sole discretion) engaged as a Subservicer by the Servicer 

in order for the Servicer to qualify as a Qualified Servicer (and without the engagement of which in order for the Servicer to qualify as a Qualified Servicer (and without the engagement of which 

such Servicer would not, as to applicable Servicing being conducted by such Rated Subservicer, such Servicer would not, as to applicable Servicing being conducted by such Rated Subservicer, 

so qualify as a Qualified Servicer). so qualify as a Qualified Servicer). 

"Rating Agencies" "Rating Agencies" means each of Moody's Investors Service, Inc., Standard & Poor's means each of Moody's Investors Service, Inc., Standard & Poor's 

Rating Services, Fitch, Inc. and such other nationally recognized rating agencies. Rating Services, Fitch, Inc. and such other nationally recognized rating agencies. 

"Receiver" "Receiver" means the FDIC, in capacity as receiver for any Failed Bank, means the FDIC, in capacity as receiver for any Failed Bank, provided that, providedthat,

from and after the acquisition of the assets of such receivership by the FDIC in its corporate from and after the acquisition of the assets of such receivership by the FDIC in its corporate 

capacity, "Receiver" shall refer to the FDIC in its corporate capacity as successor to such capacity, "Receiver" shall refer to the FDIC in its corporate capacity as successor to such 

receiver. receiver.

"Receiver Acquired Property" "Receiver Acquired Property" means (i) the equity interests in any Ownership Entity means (i) the equity interests in any Ownership Entity 

(or other special purpose entity holding applicable real and/or personal property) set forth on the (or other special purpose entity holding applicable real and/or personal property) set forth on the 

Asset Schedule, (ii) Collateral title to which has been acquired by or on behalf of the Receiver or Asset Schedule, (ii) Collateral title to which has been acquired by or on behalf of the Receiver or 

any Failed Bank by foreclosure, by deed in lieu of foreclosure, by power of sale or pursuant to any Failed Bank by foreclosure, by deed in lieu of foreclosure, by power of sale or pursuant to 

the Uniform Commercial Code or otherwise, if the foreclosure or other acquisition event occurs the Uniform Commercial Code or otherwise, if the foreclosure or other acquisition event occurs 

after the Cut-Off Date, or occurred on or after the Cut-Off Date, or occurred on or before the Cut-Off Date but the Redemption Period had before the Cut-Off Date but the Redemption Period had

not expired on or before the Cut-Off Date, and the equity interests in any Ownership Entity (or not expired on or before the Cut-Off Date, and the equity interests in any Ownership Entity (or

other special purpose entity formed by or on behalf of the Receiver or any Failed Bank) holding other special purpose entity formed by or on behalf of the Receiver or any Failed Bank) holding 

any such Collateral, and (iii) the assets held directly or indirectly by any such Ownership Entity any such Collateral, and (iii) the assets held directly or indirectly by any such Ownership Entity 

(or other entity) included in the foregoing (or other entity) included in the foregoing items (i) and (ii). items (i)and (ii).

"Record Date" "Record Date"means, with respect to any Distribution Date or Purchase Money Notes means, with respect to any Distribution Date or Purchase Money Notes 

Maturity Date, the Business Day immediately preceding such Distribution Date or Purchase Maturity Date, the Business Day immediately preceding such Distribution Date or Purchase 

Money Notes Maturity Date, as applicable, for the purpose of determining the holders of the Money Notes Maturity Date, as applicable, for the purpose of determining the holders of the 

Purchase Money Note(s) entitled to receive a payment in respect of principal or other amounts Purchase Money Note(s) entitled to receive a payment in respect of principal or other amounts

on such Distribution Date or Purchase Money Notes Maturity Date, as applicable. on such Distribution Date or Purchase Money Notes Maturity Date, as applicable. 

"Recording Office" "Recording Office"means the appropriate recording office of the jurisdiction in which means the appropriate recording office of the jurisdiction in which 

the Mortgaged Property is located with respect to any given Asset (if such Asset is not Acquired the Mortgaged Property is located with respect to any given Asset (if such Asset is not Acquired

Property) or in which the Acquired Property is located. Property) or in which the Acquired Property is located.

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
"Redemption Period" "Redemption Period" means the statutory time period, if any, during which a foreclosed means the statutory time period, if any, during which a foreclosed 

owner may buy back foreclosed real property from the foreclosure sale purchaser under the Law owner may buy back foreclosed real property from the foreclosure sale purchaser under the Law 

of the jurisdiction in which the property is located, which period (if the jurisdiction provides for of the jurisdiction in which the property is located, which period (if the jurisdiction provides for 

the same) may vary among the jurisdictions that do provide for a Redemption Period. the same) may vary among the jurisdictions that do provide for a Redemption Period.

"Regulation AB" "Regulation AB"means the regulations at 17 C.F.R. §§229.1100, et seq., as the same means the regulations at 17 C.F.R. §§229.1100, et seq., as the same 

may be amended from time to time. may be amended from time to time.

"Regulation S" "Regulation S"means "Regulation S" promulgated pursuant to the Securities Act. means "Regulation S" promulgated pursuant to the Securities Act. 

"Regulation S Certificated Note" "Regulation S Certificated Note" has the meaning set forth in has the meaning set forth in Section 2.4(d) of the Section 2.4(d)of the

Custodial and Paying Agency Agreement. Custodial and Paying Agency Agreement. 

"Reimbursable Company Administrative Expenses" "Reimbursable Company Administrative Expenses" means (i) reasonable fees of means (i) reasonable fees of 

outside auditors in connection with annual audits of the Company (and the Ownership Entities); outside auditors in connection with annual audits of the Company (and the Ownership Entities); 

(ii) the fees paid to MERS for the Company to become a MERS member or to maintain the (ii) the fees paid to MERS for the Company to become a MERS member or to maintain the 

Company as a MERS member in good standing; (iii) licensing, filing and similar fees paid to Company as a MERS member in good standing; (iii) licensing, filing and similar fees paid to 

applicable authorities in connection with obtaining and maintaining applicable Company (or applicable authorities in connection with obtaining and maintaining applicable Company (or 

Ownership Entity) licenses or registrations, and reasonable attorneys' fees incurred in connection Ownership Entity) licenses or registrations, and reasonable attorneys' fees incurred in connection 

therewith, or with the preservation (and eventual dissolution) of the Company's (or any therewith, or with the preservation (and eventual dissolution) of the Company's (or any 

Ownership Entity's) existence in accordance with the LLC Operating Agreement (including for Ownership Entity's) existence in accordance with the LLC Operating Agreement (including for 

purposes of compliance with Section 4.3 of the LLC Operating Agreement); (iv) reasonable fees 

of the Manager incurred in complying with the provisions of Section 704(c) of the Code with of the Manager incurred in complying with the provisions of Section 704(c) of the Code with 

respect to contributed property and preparing reports setting forth information, on an Asset-byAsset basis, to enable the Company (and the Members) to properly track any gain or loss as Asset basis, to enable the Company (and the Members) to properly track any gain or loss as 

purposes of compliance with Section 4.3of the LLC Operating Agreement); (iv) reasonable fees 

required by Section 704(c) of the Code pursuant to Section 7.6(b) of the LLC Operating required by Section 704(c) of the Code pursuant to Section 7.6(b)of the LLC Operating

Agreement; (v) any and all fees, costs and expenses in connection with the registration of the Agreement; (v) any and all fees, costs and expenses in connection with the registration of the 

Purchase Money Notes as described in Article 2 of the Custodial and Paying Agency Agreement, 

including the fees for the registration of the Purchase Money Notes with the DTC; and (vi) including the fees for the registration of the Purchase Money Notes with the DTC; and (vi) 

reasonable attorneys fees of outside counsel incurred by the Company for the preparation and reasonable attorneys fees of outside counsel incurred by the Company for the preparation and

delivery of applicable legal opinions and review of relevant amendments requested by the FDIC delivery of applicable legal opinions and review of relevant amendments requested by the FDIC 

(including as the Receiver) in connection with the performance by the Company of its (including as the Receiver) in connection with the performance by the Company of its 

Purchase Money Notes as described in Article 2of the Custodial and Paying Agency Agreement, 

obligations pursuant to obligations pursuant to Section 2.8 of the Custodial and Paying Agency Agreement or Section Section 2.8of the Custodial and Paying Agency Agreement or Section 

8.4(b) or 8.4(c) of the Contribution Agreement, in all events excluding any such legal fees 

associated with changes, clarifications or amendments to documents requested by the Private associated with changes, clarifications or amendments to documents requested by the Private 

Owner. For purposes of clarification, in no event shall Reimbursable Company Administrative Owner. For purposes of clarification, in no event shall Reimbursable Company Administrative 

Expenses include fees or costs in connection with audits, licenses or filings of or with respect to Expenses include fees or costs in connection with audits, licenses or filings of or with respect to

the Manager, the Servicer, any Subservicer or any other Person (other than the Company and the the Manager, the Servicer, any Subservicer or any other Person (other than the Company and the

Ownership Entities). Ownership Entities). 

8.4(b)or 8.4(c)of the Contribution Agreement, in all events excluding any such legal fees 

"Reimbursement, Security and Guaranty Agreement" "Reimbursement, Security and Guaranty Agreement" means the Reimbursement, means the Reimbursement, 

Security and Guaranty Agreement dated as of the Closing Date among the FDIC, in its capacity Security and Guaranty Agreement dated as of the Closing Date among the FDIC, in its capacity 

as Receiver as the PMN Agent, the Initial Member, the Company, and the grantors party thereto. as Receiver as the PMN Agent, the Initial Member, the Company, and the grantors party thereto. 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
"Reissued Purchase Money Notes" "Reissued Purchase Money Notes" has the meaning set forth inSection 2.8of the 


Custodial and Paying Agency Agreement. Custodial and Paying Agency Agreement. 


has the meaning set forth in Section 2.8 of the 

"Related Agreement" "Related Agreement" means (i) any agreement, document or instrument (other than the means (i) any agreement, document or instrument (other than the 

Notes and Collateral Documents) relating to or evidencing any obligation to pay or securing any Notes and Collateral Documents) relating to or evidencing any obligation to pay or securing any 

Asset (including any equipment lease, letter of credit, bankers' acceptance, draft, system Asset (including any equipment lease, letter of credit, bankers' acceptance, draft, system 

confirmation of transaction, loan history, affidavit, general collection information, and confirmation of transaction, loan history, affidavit, general collection information, and 

correspondence and comments relating to any obligation), (ii) any agreement relating to real correspondence and comments relating to any obligation), (ii) any agreement relating to real 

property or rights in or to any real property (including leases, tenancies, concessions, licenses or property or rights in or to any real property (including leases, tenancies, concessions, licenses or

other rights of occupancy or use and security deposits related thereto) related to any Asset, (iii) other rights of occupancy or use and security deposits related thereto) related to any Asset, (iii) 

any collection, contingency fee, and Tax and other service agreements (including those referred any collection, contingency fee, and Tax and other service agreements (including those referred 

to in to in Section 4.2 of the Contribution Agreement) that are specific to the Assets (or any of them) Section 4.2of the Contribution Agreement) that are specific to the Assets (or any of them) 

and that are assignable, (iv) any letter of assurance, letter of credit or similar instrument and that are assignable, (iv) any letter of assurance, letter of credit or similar instrument 

evidencing an obligation of any Failed Bank, the Receiver, the Company or any Ownership evidencing an obligation of any Failed Bank, the Receiver, the Company or any Ownership 

Entity that was issued for the benefit of any Person and relates in any way to an Asset or the Entity that was issued for the benefit of any Person and relates in any way to an Asset or the 

acquisition, development or construction of any project with respect to which the proceeds of acquisition, development or construction of any project with respect to which the proceeds of 

such Asset were used or were intended to be used, and (v) any interest rate swap arrangement such Asset were used or were intended to be used, and (v) any interest rate swap arrangement 

between the Borrower and any Failed Bank, the Receiver or the Company (in each case as the between the Borrower and any Failed Bank, the Receiver or the Company (in each case as the 

applicable lender, agent or other creditor under an Asset) that relates to any Asset; provided, applicable lender, agent or other creditor under an Asset) that relates to any Asset; provided, 

however, for the avoidance of doubt, that a Transferor Loan-Servicing Contract is not a Related however,for the avoidance of doubt, that a Transferor Loan-Servicing Contract is not a Related 

Agreement. Agreement. 

"Related Entities" "Related Entities" has the meaning set forth in Section 13.5(a) of the Reimbursement, has the meaning set forth inSection 13.5(a)of the Reimbursement, 


Security and Guaranty Agreement. Security and Guaranty Agreement. 


"Related Party" "Related Party" means with respect to any Person, any party related to such Person in means with respect to any Person, any party related to such Person in 

the manner delineated in 26 U.S.C.A. § 267(b) and the regulations promulgated thereunder, as the manner delineated in 26 U.S.C.A. § 267(b) and the regulations promulgated thereunder, as 

such Law and regulations may be amended from time to time. such Law and regulations may be amended from time to time. 

"Related Party Agreement" "Related Party Agreement" means any current or future contract, agreement, means any current or future contract, agreement, 

commitment, arrangement or transaction (including any agreement to sell Company Property, commitment, arrangement or transaction (including any agreement to sell Company Property, 

incur any Debt or become bound by any Guarantee of any obligations) with or for the benefit of incur any Debt or become bound by any Guarantee of any obligations) with or for the benefit of 

(including to pay any fee to) the Private Owner or any Affiliate of the Company or the Private (including to pay any fee to) the Private Owner or any Affiliate of the Company or the Private 

Owner. Owner. 

"Related Persons" "Related Persons" means, with respect to any specified Person, any Affiliate of such means, with respect to any specified Person, any Affiliate of such 

specified Person, and any officer, director, stockholder, member, manager, partner, principal, specified Person, and any officer, director, stockholder, member, manager, partner, principal, 

employee, contractor, attorney, representative, agent, successor or assign of such specified employee, contractor, attorney, representative, agent, successor or assign of such specified 

Person or of any such Affiliate, Person or of any such Affiliate, provided, that, the Servicer and any Subservicer shall be deemed provided,that, the Servicer and any Subservicer shall be deemed 

to constitute a "Related Person" of (i) the Company and (ii) during any period during which the to constitute a "Related Person" of (i) the Company and (ii) during any period during which the 

Private Owner serves, or served, as the Manager, the Private Owner. Private Owner serves, or served, as the Manager, the Private Owner. 

"Release Price" "Release Price" means, with respect to any parcel (or other severable portion that, means, with respect to any parcel (or other severable portion that, 

pursuant to any Business Plan, could potentially be separately sold by the Company or an pursuant to any Business Plan, could potentially be separately sold by the Company or an

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
applicable Borrower) of Acquired Property or Mortgaged Property securing a Loan, the applicable Borrower) of Acquired Property or Mortgaged Property securing a Loan, the 

applicable release price as designated by the Manager, which release price: applicable release price as designated by the Manager, which release price:

(i) (i) with respect to any such parcel (or other severable portion) with respect to any such parcel (or other severable portion) 


comprising Acquired Property, shall be determined (and updated) by the Manager together with comprising Acquired Property, shall be determined (and updated) by the Manager together with 


each determination (and update) of the Net Fair Value of such Acquired Property (with the each determination (and update) of the Net Fair Value of such Acquired Property (with the 


applicable release prices to be set forth for such Acquired Property in each applicable Business applicable release prices to be set forth for such Acquired Property in each applicable Business 


Plan or other report including the Net Fair Value of such Acquired Property); Plan or other report including the Net Fair Value of such Acquired Property); providedthat, the that, the 


Manager shall at all times cause the aggregate amount of the release prices for each such parcel Manager shall at all times cause the aggregate amount of the release prices for each such parcel 


(or other severable portion) comprising such Acquired Property to be in an amount not less than (or other severable portion) comprising such Acquired Property to be in an amount not less than 


the Net Fair Value of such Acquired Property (including with applicable reasonable allocations 
 the Net Fair Value of such Acquired Property (including with applicable reasonable allocations

by the Manager of any increases or reductions in such Net Fair Value); and by the Manager of any increases or reductions in such Net Fair Value); and 


(ii) (ii) with respect to any such parcel (or other severable portion) with respect to any such parcel (or other severable portion) 

comprising Mortgaged Property securing a Loan, shall be as set forth in the applicable Asset comprising Mortgaged Property securing a Loan, shall be as set forth in the applicable Asset 

Documents with respect to such Loan as in effect as of the Closing Date, or, to the extent not so Documents with respect to such Loan as in effect as of the Closing Date, or, to the extent not so 

set forth therein, as reasonably determined (and updated) by the Manager (with all such release set forth therein, as reasonably determined (and updated) by the Manager (with all such release 

prices to be set forth in each Consolidated Business Plan and in each Borrower-BusinessRelationship Business Plan, if any, for such Loan); Relationship Business Plan, if any, for such Loan); provided,that, to the extent any such that, to the extent any such 

determination is made by the Manager (as a result of no such release price being set forth in the determination is made by the Manager (as a result of no such release price being set forth in the 

applicable Asset Documents), the Manager shall cause the aggregated amount of the release applicable Asset Documents), the Manager shall cause the aggregated amount of the release

prices for each parcel (and other severable portions) comprising all Mortgaged Property securing prices for each parcel (and other severable portions) comprising all Mortgaged Property securing 

a Loan, as so set forth in each applicable Business Plan, to be in an amount not less than the a Loan, as so set forth in each applicable Business Plan, to be in an amount not less than the 

Unpaid Principal Balance of such Loan (including with reasonable allocations by the Manager Unpaid Principal Balance of such Loan (including with reasonable allocations by the Manager 

with respect to any increase in the Unpaid Principal Balance of such Loan). with respect to any increase in the Unpaid Principal Balance of such Loan). 

"Released Parties" "Released Parties" has the meaning set forth in has the meaning set forth in Section 4.17(b) Section 4.17(b)of the Contribution of the Contribution 

Agreement. Agreement. 

"REO Collateral Documents" "REO Collateral Documents"means, with respect to each Acquired REO Property, to means, with respect to each Acquired REO Property, to 

the extent applicable, the following: a deed in lieu of foreclosure, opinions of counsel, owner's the extent applicable, the following: a deed in lieu of foreclosure, opinions of counsel, owner's 

policies of title insurance, amendments to the Transaction Documents deemed necessary or policies of title insurance, amendments to the Transaction Documents deemed necessary or

advisable by the PMN Agent to reflect the particular nature and characteristics of the Acquired advisable by the PMN Agent to reflect the particular nature and characteristics of the Acquired

REO Property in question and the requirements of local Law, and such additional items as an REO Property in question and the requirements of local Law, and such additional items as an 

institutional lender would customarily require (other than an REO Mortgage, it being understood institutional lender would customarily require (other than an REO Mortgage, it being understood 

that no REO Mortgages shall be required in connection with REO Property) in a construction or that no REO Mortgages shall be required in connection with REO Property) in a construction or 

permanent, as applicable, loan transaction involving a property similar to such Acquired REO permanent, as applicable, loan transaction involving a property similar to such Acquired REO

Property, in each case so as to cause legal title in such Acquired REO Property to vest, and Property, in each case so as to cause legal title in such Acquired REO Property to vest, and 

thereafter remain, in the applicable Ownership Entity free and clear of all Liens other than thereafter remain, in the applicable Ownership Entity free and clear of all Liens other than 

Permitted Liens (with such Ownership Entity having applicable title and other insurance), such Permitted Liens (with such Ownership Entity having applicable title and other insurance), such 

that such Ownership Entity (and the Secured Obligations as a result of the rights of the Secured that such Ownership Entity (and the Secured Obligations as a result of the rights of the Secured 

Parties as against the Company, such Ownership Entity and such Acquired REO Property) shall Parties as against the Company, such Ownership Entity and such Acquired REO Property) shall 

receive the full benefit of the value of such Acquired REO Property (all of the foregoing to be in receive the full benefit of the value of such Acquired REO Property (all of the foregoing to be in

form and substance satisfactory to the PMN Agent). form and substance satisfactory to the PMN Agent). 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
"REO Mortgage" "REO Mortgage"means, with respect to each Acquired REO Property, a mortgage, means, with respect to each Acquired REO Property, a mortgage, 

deed of trust, trust deed, deed to secure debt, or other recordable document granting a security deed of trust, trust deed, deed to secure debt, or other recordable document granting a security 

interest in such Acquired REO Property as security for the Secured Obligations. interest in such Acquired REO Property as security for the Secured Obligations. 

"Reporting and Access Schedule" "Reporting and Access Schedule"means the Reporting and Access Schedule attached means the Reporting and Access Schedule attached 

as Annex II to the LLC Operating Agreement. as Annex II to the LLC Operating Agreement. 

"Repurchase Price" "Repurchase Price"means, with respect to any Asset, an amount equal to the sum of (i) means, with respect to any Asset, an amount equal to the sum of (i) 

the Adjusted Equity Asset Value of such Asset the Adjusted Equity Asset Value of such Asset plusthe Purchase Money Notes Asset Value of the Purchase Money Notes Asset Value of 

such Asset, such Asset, plus(ii) unreimbursed (by the applicable Borrower or other Obligor, or otherwise (ii) unreimbursed (by the applicable Borrower or other Obligor, or otherwise 

from applicable Asset Proceeds not applied in reduction of the Unpaid Principal Balance of such from applicable Asset Proceeds not applied in reduction of the Unpaid Principal Balance of such 

Asset) Servicing Expenses that have been advanced by the Company with respect to such Asset Asset) Servicing Expenses that have been advanced by the Company with respect to such Asset

as of the date of the repurchase, and as of the date of the repurchase, and plus(iii) the result when the Adjusted Unpaid Principal (iii) the result when the Adjusted Unpaid Principal 

Balance of the Asset is subtracted from the Unpaid Principal Balance of the date of repurchase of Balance of the Asset is subtracted from the Unpaid Principal Balance of the date of repurchase of 

the Asset (provided, that if such result is a negative number this clause (ii) shall be disregarded). the Asset (provided, that if such result is a negative number this clause (ii) shall be disregarded).

"Required Consenting Parties" "Required Consenting Parties"means, at any date, (i) the Initial Member and (ii) unless means, at any date, (i) the Initial Member and (ii) unless 

(x) prior to the Guaranty Issuance Date, all of the Purchase Money Notes shall have been (x) prior to the Guaranty Issuance Date, all of the Purchase Money Notes shall have been 

indefeasibly paid, satisfied and discharged in full, or (y) after the Guaranty Issuance Date, both indefeasibly paid, satisfied and discharged in full, or (y) after the Guaranty Issuance Date, both 

(A) the balance in the Defeasance Account (plus any Net Loss on Investments, and disregarding (A) the balance in the Defeasance Account (plus any Net Loss on Investments, and disregarding 

for purposes of such calculation any amounts deposited into the Defeasance Account pursuant to for purposes of such calculation any amounts deposited into the Defeasance Account pursuant to 

Section 2.8 of the Custodial and Paying Agency Agreement or pursuant to any Purchase Money Section 2.8 of the Custodial and Paying Agency Agreement or pursuant to any Purchase Money 

Notes Guaranty (and any related disbursement from the Defeasance Account in respect of any Notes Guaranty (and any related disbursement from the Defeasance Account in respect of any

such deposit)) equals (or exceeds) the aggregate outstanding principal amount of all the Purchase such deposit)) equals (or exceeds) the aggregate outstanding principal amount of all the Purchase 

Money Notes and (B) all reimbursement amounts, together with any accrued interest thereon, Money Notes and (B) all reimbursement amounts, together with any accrued interest thereon, 

owed to all Purchase Money Notes Guarantors pursuant to the Reimbursement, Security and owed to all Purchase Money Notes Guarantors pursuant to the Reimbursement, Security and 

Guaranty Agreement for previous payments made by them pursuant to any Purchase Money Guaranty Agreement for previous payments made by them pursuant to any Purchase Money 

Notes Guaranty shall have been indefeasibly paid, satisfied and discharged in full, the PMN Notes Guaranty shall have been indefeasibly paid, satisfied and discharged in full, the PMN 

Agent. Agent.

"Required Funding Draw" "Required Funding Draw"means a Funding Draw that the Company has an existing, means a Funding Draw that the Company has an existing, 

affirmed obligation to make (without regard to any waiver or amendment entered into after the affirmed obligation to make (without regard to any waiver or amendment entered into after the 

Closing Date) subject to applicable limitations in the relevant Asset Documents. Closing Date) subject to applicable limitations in the relevant Asset Documents. 

"Required PMN Consenting Parties" "Required PMN Consenting Parties" means, unless and until modified as set forth in means, unless and until modified as set forth in 

the following sentence of this definition (and subject to the last sentence of this definition), the the following sentence of this definition (and subject to the last sentence of this definition), the 

Holders in the aggregate of a majority in principal amount of all of the Purchase Money Notes. Holders in the aggregate of a majority in principal amount of all of the Purchase Money Notes. 

Subject to the last sentence of this definition but otherwise any term of any Transaction Subject to the last sentence of this definition but otherwise any term of any Transaction 

Document to the contrary notwithstanding, the meaning of the term "Required PMN Consenting Document to the contrary notwithstanding, the meaning of the term "Required PMN Consenting 

Parties" can be modified from time to time by (A) specification to such effect in any Purchase Parties" can be modified from time to time by (A) specification to such effect in any Purchase

Money Notes Guaranty by, or (B) notice to such effect to the PMN Agent and the Company (in Money Notes Guaranty by, or (B) notice to such effect to the PMN Agent and the Company (in 

the manner set forth in the Reimbursement, Security and Guaranty Agreement) from, the Person the manner set forth in the Reimbursement, Security and Guaranty Agreement) from, the Person 

or Persons then constituting the "Required PMN Consenting Parties" (subject to any restrictions or Persons then constituting the "Required PMN Consenting Parties" (subject to any restrictions 

on such modification as may be set forth in the definition of such term as then in effect on such modification as may be set forth in the definition of such term as then in effect 

(immediately prior to such modification)). For the avoidance of doubt, the term "Required PMN (immediately prior to such modification)). For the avoidance of doubt, the term "Required PMN 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
Consenting Parties" may consist of a Person or Persons other than a Holder (such as, without Consenting Parties" may consist of a Person or Persons other than a Holder (such as, without 

limitation, a Purchase Money Note Guarantor), and need not include any Holders, may consist of limitation, a Purchase Money Note Guarantor), and need not include any Holders, may consist of 

different Persons or sets of Persons in different contexts and may include restrictions on the different Persons or sets of Persons in different contexts and may include restrictions on the 

further modification thereof (in addition to those set forth in the last sentence of this definition). further modification thereof (in addition to those set forth in the last sentence of this definition).

Notwithstanding the foregoing, (i) any amendment, waiver or other modification of the terms of Notwithstanding the foregoing, (i) any amendment, waiver or other modification of the terms of 

any Class of Purchase Money Notes that would adversely effect the interests of the Holders of any Class of Purchase Money Notes that would adversely effect the interests of the Holders of 

such Class of Purchase Money Notes in any material respect (after taking into account the such Class of Purchase Money Notes in any material respect (after taking into account the 

existence of, and the terms of, any Purchase Money Notes Guaranty with respect to such Class) existence of, and the terms of, any Purchase Money Notes Guaranty with respect to such Class) 

shall require, in addition to the consent of the "Required PMN Consenting Parties" as specified shall require, in addition to the consent of the "Required PMN Consenting Parties" as specified 

above in this definition, the consent of the Holders in the aggregate of a majority in principal above in this definition, the consent of the Holders in the aggregate of a majority in principal 

amount of all of the Purchase Money Notes of such Class, and (ii) in any case where the consent amount of all of the Purchase Money Notes of such Class, and (ii) in any case where the consent 

of the "Required PMN Consenting Parties" is required for any amendment, waiver or other of the "Required PMN Consenting Parties" is required for any amendment, waiver or other 

modification, of any Purchase Money Note or any other Transaction Document, that would (A) modification, of any Purchase Money Note or any other Transaction Document, that would (A) 

extend the due date for, or reduce the amount of any scheduled payment of principal of, any extend the due date for, or reduce the amount of any scheduled payment of principal of, any 

Purchase Money Note, (B) affect adversely the interests or rights of any Holder individually in Purchase Money Note, (B) affect adversely the interests or rights of any Holder individually in 

comparison to any other Holder of the same Class of Purchase Money Notes, (C) impose any comparison to any other Holder of the same Class of Purchase Money Notes, (C) impose any 

obligation on any Holder, (D) change any place of payment where, or the coin or currency in obligation on any Holder,(D) change any place of payment where, or the coin or currency in 

which, any Purchase Money Note is payable, or (E) amend, waive or otherwise modify this which, any Purchase Money Note is payable, or (E) amend, waive or otherwise modify this 

sentence, such consent requirement shall be satisfied only if, in addition to the consent of the sentence, such consent requirement shall be satisfied only if, in addition to the consent of the 

"Required PMN Consenting Parties" as specified above in this definition, each such adversely "Required PMN Consenting Parties" as specified above in this definition, each such adversely 

affected Holder consents to such amendment, waiver or other modification. affected Holder consents to such amendment, waiver or other modification. 

"Responsible Officer" "Responsible Officer"means, in relation to any specified Person, the chief executive means, in relation to any specified Person, the chief executive 

officer, president, chief operating officer, chief financial officer or treasurer of such specified officer, president, chief operating officer, chief financial officer or treasurer of such specified 

Person (or, if applicable, of the Person having general management authority with respect to the Person (or, if applicable, of the Person having general management authority with respect to the 

business and affairs of such specified Person). business and affairs of such specified Person).

"Restricted Servicer Change of Control" "Restricted Servicer Change of Control" means any Change of Control with respect to means any Change of Control with respect to 

the Servicer or any Rated Subservicer, which Change of Control has not been approved in the Servicer or any Rated Subservicer, which Change of Control has not been approved in 

writing by the Manager and each Required Consenting Party (which approval shall not be writing by the Manager and each Required Consenting Party (which approval shall not be 

unreasonably withheld). unreasonably withheld).

"Retained Closing Date Asset Litigation" "Retained Closing Date Asset Litigation" means (i) any Closing Date Asset Litigation, means (i) any Closing Date Asset Litigation, 

or any particular claim or claims asserted in any Closing Date Asset Litigation, designated by the or any particular claim or claims asserted in any Closing Date Asset Litigation, designated by the 

Transferor in its absolute discretion by notice to such effect by the Transferor (specifically Transferor in its absolute discretion by notice to such effect by the Transferor (specifically 

stating that such Closing Date Asset Litigation, or such particular claim or claims, shall stating that such Closing Date Asset Litigation, or such particular claim or claims, shall 

constitute a "Retained Closing Date Asset Litigation") delivered to the Company no later than constitute a "Retained Closing Date Asset Litigation") delivered to the Company no later than 

thirty days after the last Servicing Transfer Date, and (ii) in any event, any Closing Date Asset thirty days after the last Servicing Transfer Date, and (ii) in any event, any Closing Date Asset 

Litigation, to the extent (and only to the extent) (A) asserting a claim for damages arising out of Litigation, to the extent (and only to the extent) (A) asserting a claim for damages arising out of 

or resulting from a repudiation (effected pursuant to and in accordance with the FDIA and the or resulting from a repudiation (effected pursuant to and in accordance with the FDIA and the 

internal policies and procedures of the FDIC) by the Receiver of a Liability, or challenging any internal policies and procedures of the FDIC) by the Receiver of a Liability, or challenging any 

prior decision with respect thereto, or (B) asserting a claim against or Liability of the Receiver prior decision with respect thereto, or (B) asserting a claim against or Liability of the Receiver

that, under and in accordance with applicable Law, was asserted through the receivership that, under and in accordance with applicable Law, was asserted through the receivership

administrative claims processes administered by the Receiver pursuant to 12 U.S.C. § 1821(d)(3) administrative claims processes administered by the Receiver pursuant to 12 U.S.C. § 1821(d)(3) 

through (13 ). through (13). 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3A Version 3A 

EXECUTION VERSION EXECUTION VERSION 
"Review Criteria" "Review Criteria"means the matters specified in means the matters specified in Exhibit Fto the Custodial and Paying to the Custodial and Paying 

Agency Agreement. Agency Agreement. 

"Rule 144A Certificated Note" "Rule 144A Certificated Note" has the meaning set forth in has the meaning set forth in Section 2.4(c) Section 2.4(c) of the of the 

Custodial and Paying Agency Agreement. Custodial and Paying Agency Agreement. 

"Rule 144A Global Note" "Rule 144A Global Note"has the meaning set forth in has the meaning set forth in Section 2.4(b) Section 2.4(b)of the Custodial of the Custodial 

and Paying Agency Agreement. and Paying Agency Agreement.

"Rule 144A Information" "Rule 144A Information"has the meaning set forth in has the meaning set forth in Section 2.7(k) Section 2.7(k)of the Custodial of the Custodial 

and Paying Agency Agreement. and Paying Agency Agreement.

"Rules of Construction" "Rules of Construction" means, in relation to any agreement (for this purpose, the means, in relation to any agreement (for this purpose, the 

"specified agreement") that specifies that the "Rules of Construction" apply to such specified "specified agreement") that specifies that the "Rules of Construction" apply to such specified 

agreement, the following: agreement, the following: 

(a) (a) Captions. Captions. Paragraph titles or captions contained in such specified Paragraph titles or captions contained in such specified 

agreement are inserted only as a matter of convenience and for reference and in no way define, agreement are inserted only as a matter of convenience and for reference and in no way define, 

limit, extend or describe the scope of such specified agreement or the intent of any provisions of limit, extend or describe the scope of such specified agreement or the intent of any provisions of 

such specified agreement. All Section and paragraph references contained in such specified such specified agreement. All Section and paragraph references contained in such specified 

agreement shall refer to such specified agreement unless otherwise specified. agreement shall refer to such specified agreement unless otherwise specified. 

(b) (b) References to Persons Exclusive. References to Persons Exclusive. References in such specified agreement References in such specified agreement 

to "Affiliates" or "Subsidiaries" of a specified Person refer to, and include, only other Persons to "Affiliates" or "Subsidiaries" of a specified Person refer to, and include, only other Persons 

which from time to time constitute "Affiliates" or "Subsidiaries," as the case may be, of such which from time to time constitute "Affiliates" or "Subsidiaries," as the case may be, of such

specified Person, and do not include, at any particular time, other Persons that may have been, specified Person, and do not include, at any particular time, other Persons that may have been, 

but at such time have ceased to be, "Affiliates," or "Subsidiaries," as the case may be, of such but at such time have ceased to be, "Affiliates," or "Subsidiaries," as the case may be, of such

specified Person, except to the extent that any such reference specifically provides otherwise. A specified Person, except to the extent that any such reference specifically provides otherwise. A 

reference in such specified Agreement to a Member or other Person, in and of itself, does not, reference in such specified Agreement to a Member or other Person, in and of itself, does not, 

and shall not be deemed to, refer to or include any other Person having an interest in a Member and shall not be deemed to, refer to or include any other Person having an interest in a Member 

or other Person (such as, without limitation, any stockholder or member of or partner in a or other Person (such as, without limitation, any stockholder or member of or partner in a 

Member, or other Person). Member, or other Person). 

(c) (c) Use of "Or.Any use of the term "or" in such specified agreement is not Any use of the term "or" in such specified agreement is not 

exclusive. exclusive. 

(d) (d) References to Laws. References to Laws.Any reference in such specified agreement to a Law Any reference in such specified agreement to a Law 

includes any amendment of, modification to, or replacement of, such Law. includes any amendment of, modification to, or replacement of, such Law. 

(e) (e) Use of Accounting Terms.Accounting terms used herein shall have the Accounting terms used herein shall have the 

meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to

which they refer. which they refer.

(f) (0 References to Documents. References to Documents. References in such specified agreement to any References in such specified agreement to any

other document, instrument or agreement shall, in each case, except as may be set forth other document, instrument or agreement shall, in each case, except as may be set forth 

otherwise in such specified agreement, be deemed (i) to include all appendices, exhibits, otherwise in such specified agreement, be deemed (i) to include all appendices, exhibits, 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version Version 3.1 3.1 

EXECUTION VERSION EXECUTION VERSION 
schedules and other attachments to such other document, instrument or agreement (as originally schedules and other attachments to such other document, instrument or agreement (as originally 

executed), (ii) to include all documents, instruments or agreements issued or executed (if such executed), (ii) to include all documents, instruments or agreements issued or executed (if such 

other document, instrument or agreement is a Transaction Document, in accordance with the other document, instrument or agreement is a Transaction Document, in accordance with the 

terms of such Transaction Document) in replacement of such other document, instrument or terms of such Transaction Document) in replacement of such other document, instrument or 

agreement, and (iii) to mean such other document, instrument or agreement, or replacement agreement, and (iii) to mean such other document, instrument or agreement, or replacement 

thereof as specified in clause (ii), as amended, modified and supplemented from time to time in thereof as specified in clause (ii), as amended, modified and supplemented from time to time in 

accordance with the terms of such other document, instrument or agreement; provided, that (x) accordance with the terms of such other document, instrument or agreement; provided, that (x) 

any reference in such specified agreement to terms defined in the Agreement of Definitions shall any reference in such specified agreement to terms defined in the Agreement of Definitions shall 

mean such terms as amended, modified, supplemented or replaced in accordance with the mean such terms as amended, modified, supplemented or replaced in accordance with the 

Agreement of Definitions, and (y) with respect to any terms in such other document, instrument Agreement of Definitions, and (y) with respect to any terms in such other document, instrument 

or agreement that are expressly incorporated by reference into such specified agreement, any or agreement that are expressly incorporated by reference into such specified agreement, any 

such amendment, modification, supplement or replacement pursuant to the foregoing, shall, for such amendment, modification, supplement or replacement pursuant to the foregoing, shall, for 

purposes of such incorporation by reference, be deemed effective only to the extent such purposes of such incorporation by reference, be deemed effective only to the extent such 

amendment, modification, supplement or replacement also complies with the terms of such amendment, modification, supplement or replacement also complies with the terms of such 

specified agreement for the amendment of such specified agreement. specified agreement for the amendment of such specified agreement. 

(g) (g) Use of "Herein." Use of "Herein." Unless otherwise specified in such specified agreement, Unless otherwise specified in such specified agreement, 

the words "hereof," "herein" and "hereunder" and words of similar import, as used in such the words "hereof," "herein" and "hereunder" and words of similar import, as used in such

specified agreement, shall refer to such specified agreement as a whole and not to any particular specified agreement, shall refer to such specified agreement as a whole and not to any particular 

provision of such specified agreement. provision of such specified agreement.

(h) (h) Use of "Including." The words "include" and "including" and words of Use of "Including." The words "include" and "including" and words of 

similar import, as used in such specified agreement, are not limiting, and shall be construed to be similar import, as used in such specified agreement, are not limiting, and shall be construed to be 

followed by the words "without limitation," whether or not they are in fact followed by such followed by the words "without limitation," whether or not they are in fact followed by such 

words. words. 

(i) (i) Use of "During." The word "during", as used in such specified Use of "During." The word "during", as used in such specified 

agreement, when used with respect to a period of time shall be construed to mean commencing at agreement, when used with respect to a period of time shall be construed to mean commencing at 

the beginning of such period and continuing until the end of such period. the beginning of such period and continuing until the end of such period. 

(i) Singular/Plural Usage. Unless the context otherwise requires, singular Singular/Plural Usage. Unless the context otherwise requires, singular 

nouns and pronouns when used in such specified agreement shall be deemed to include the plural nouns and pronouns when used in such specified agreement shall be deemed to include the plural 

and vice versa and impersonal pronouns shall be deemed to include the personal pronoun of the and vice versa and impersonal pronouns shall be deemed to include the personal pronoun of the 

appropriate gender. appropriate gender. 

(k) (k) The Servicer. Unless the context otherwise requires, during any period The Servicer. Unless the context otherwise requires, during any period 

during which there is more than one Servicer, references (other than in any Servicing Agreement during which there is more than one Servicer, references (other than in any Servicing Agreement 

or Subservicing Agreement) to "the Servicer" or "the Servicing Agreement" shall refer to "the or Subservicing Agreement) to "the Servicer" or "the Servicing Agreement" shall refer to "the 

Servicers or any of them" and to "the Servicing Agreements or any of them", respectively. Servicers or any of them" and to "the Servicing Agreements or any of them", respectively. 

"Sale" "e" has the meaning set forth in has the meaning set forth in Section 5.3(a) of the Reimbursement, Security and Section 5.3(a) of the Reimbursement, Security and 

Guaranty Agreement. Guaranty Agreement. 

"Secured Assets" "Secured Assets"shall mean (x) all right, title and interest of the Private Owner in and to shall mean (x) all right, title and interest of the Private Owner in and to 

the Private Owner Pledged Account (and all funds therein and related rights thereto as more the Private Owner Pledged Account (and all funds therein and related rights thereto as more 

specifically described in the Private Owner Pledged Account Control Agreement), (y) the Private specifically described in the Private Owner Pledged Account Control Agreement), (y) the Private 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 31 

EXECUTION VERSION EXECUTION VERSION 
Owner Interest, and (z) all proceeds of any of the foregoing at any time (including distributions Owner Interest, and (z) all proceeds of any of the foregoing at any time (including distributions 

thereon or other income in respect thereof). thereon or other income in respect thereof). 

"Secured Obligations" "Secured Obligations"means, collectively, (i) (x) the due and punctual payment of the means, collectively, (i) (x) the due and punctual payment of the 

principal of each Purchase Money Note, when such principal shall become due and payable in principal of each Purchase Money Note, when such principal shall become due and payable in 

accordance with the terms of such Purchase Money Note (whether at stated maturity, by accordance with the terms of such Purchase Money Note (whether at stated maturity, by 

acceleration or otherwise), and (y) all other debts, Liabilities, obligations (including any acceleration or otherwise), and (y) all other debts, Liabilities, obligations (including any 

obligation to pay principal, interest, charges, expenses, fees, attorney costs, indemnities and other obligation to pay principal, interest, charges, expenses, fees, attorney costs, indenmities and other 

amounts), covenants and duties of the Company or any Subsidiary Grantor to any Secured Party amounts), covenants and duties of the Company or any Subsidiary Grantor to any Secured Party 

under, or arising under, any Purchase Money Note, the Reimbursement, Security and Guaranty under, or arising under, any Purchase Money Note, the Reimbursement, Security and Guaranty 

Agreement (including Section 2.1 of the Reimbursement, Security and Guaranty Agreement) or Agreement (including Section 2.1 of the Reimbursement, Security and Guaranty Agreement) or 

any other Secured Parties Collateral Document, and (ii) any fees, expenses or indemnity any other Secured Parties Collateral Document, and (ii) any fees, expenses or indemnity 

payments payable to the Custodian/Paying Agent, in its capacity as such (i.e., for the payments payable to the Custodian/Paying Agent, in its capacity as such (i.e., for the 

Custodian/Paying Agent's own account and not for the account of other Persons) pursuant to the Custodian/Paying Agent's own account and not for the account of other Persons) pursuant to the 

Custodial and Paying Agency Agreement (other than any fees or expenses in connection with the Custodial and Paying Agency Agreement (other than any fees or expenses in connection with the 

Private Owner Pledged Account) (provided that, upon the indefeasible satisfaction and discharge Private Owner Pledged Account) (provided that, upon the indefeasible satisfaction and discharge

of the Secured Obligations described in clause (i) other than pursuant to the exercise of remedies of the Secured Obligations described in clause (i) other than pursuant to the exercise of remedies 

pursuant to Article V of the Reimbursement, Security and Guaranty Agreement, the obligations pursuant to Article V of the Reimbursement, Security and Guaranty Agreement, the obligations 

described in this clause (ii) automatically shall cease to constitute "Secured Obligations" (other described in this clause (ii) automatically shall cease to constitute "Secured Obligations" (other 

than, for the avoidance of doubt and solely with respect to any amount then remaining to be than, for the avoidance of doubt and solely with respect to any amount then remaining to be 

applied in accordance with Section 5.2 of the Reimbursement, Security and Guaranty applied in accordance with Section 5.2 of the Reimbursement, Security and Guaranty 

Agreement, for purposes of said Section 5.2)), in the each case of each of fi) and (ii), whether Agreement, for purposes of said Section 5.2)), in the each case of each of fi) and (ii), whether

direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, 

and including in the case of (i) and (ii) interest that accrues after the commencement by or and including in the case of (i) and (ii) interest that accrues after the commencement by or 

against the Company or any Affiliate thereof of any proceeding under any Debtor Relief Laws against the Company or any Affiliate thereof of any proceeding under any Debtor Relief Laws 

naming such Person as the debtor in such proceeding, regardless of whether such interest is an naming such Person as the debtor in such proceeding, regardless of whether such interest is an 

allowed claim in such proceeding. allowed claim in such proceeding. 

"Secured Parties" "Secured Parties"means, collectively, the PMN Agent, each co-agent or sub-agent means, collectively, the PMN Agent, each co-agent or sub-agent 

appointed by the PMN Agent from time to time pursuant to the Reimbursement, Security and appointed by the PMN Agent from time to time pursuant to the Reimbursement, Security and 

Guaranty Agreement, each Purchase Money Notes Guarantor, each Holder, the Guaranty Agreement, each Purchase Money Notes Guarantor, each Holder, the 

Custodian/Paying Agent (solely in relation to the amounts described in clause (ii) of the Custodian/Paying Agent (solely in relation to the amounts described in clause (ii) of the 

definition of the term "Secured Obligations") and (in their capacities as such) the Indemnified definition of the term "Secured Obligations") and (in their capacities as such) the Indemnified 

Parties (as such term is defined in the Reimbursement, Security and Guaranty Agreement). Parties (as such term is defined in the Reimbursement, Security and Guaranty Agreement). 

"Secured Parties Collateral" "Secured Parties Collateral" has the meaning set forth in Section 3.1 of the has the meaning set forth in Section 3.1 of the 

Reimbursement, Security and Guaranty Agreement. Reimbursement, Security and Guaranty Agreement.

"Secured Parties Collateral Documents" "Secured Parties Collateral Documents" means, collectively, the Reimbursement, means, collectively, the Reimbursement, 

Security and Guaranty Agreement, the Account Control Agreements, the REO Collateral Security and Guaranty Agreement, the Account Control Agreements, the REO Collateral 

Documents, the Custodial and Paying Agency Agreement and each of the other agreements, Documents, the Custodial and Paying Agency Agreement and each of the other agreements, 

instruments or documents that creates or purports to create a Lien or guaranty in favor of the instruments or documents that creates or purports to create a Lien or guaranty in favor of the 

PMN Agent for the benefit of the Secured Parties. PMN Agent for the benefit of the Secured Parties.

"Securities Act" "Securities Act"means the Securities Act of 1933, as amended. means the Securities Act of 1933, as amended. 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
"Seller Financed Loan Note" "Seller Financed Loan Note"has the meaning set forth in Section 12.22 of the LLC has the meaning set forth in Section 12.22 of the LLC 


Operating Agreement. Operating Agreement. 


"Seller Financed Loans" "Seller Financed Loans" has the meaning set forth in Section 12.22 of the LLC has the meaning set forth in Section 12.22 of the LLC 


Operating Agreement. Operating Agreement. 


"Servicer" "Servicer"means the Person retained by the Manager (in its individual capacity) to means the Person retained by the Manager (in its individual capacity) to 


service, manage or administer any of the Assets or the Collateral in accordance with the LLC service, manage or administer any of the Assets or the Collateral in accordance with the LLC 


Operating Agreement and the Servicing Agreement. As of the Closing Date, the initial Servicer Operating Agreement and the Servicing Agreement. As of the Closing Date, the initial Servicer 


is Colony AMC 2011 CRE, LLC, a Delaware limited liability company. is Colony AMC 2011 CRE, LLC, a Delaware limited liability company. 


"Servicer Advances" "Servicer Advances"means advances made by or on behalf of the Servicer to fund means advances made by or on behalf of the Servicer to fund 


Servicing Expenses. Servicing Expenses. 


"Servicing" "Servicing"means servicing, administering, managing and disposing of the Assets and means servicing, administering, managing and disposing of the Assets and 


the Collateral. 
 the Collateral.

"Servicing Agreement" "Servicing Agreement" means, initially, the Servicing Agreement dated as of the means, initially, the Servicing Agreement dated as of the 

Closing Date, by and between the Manager (in its individual capacity) and the Servicer, and Closing Date, by and between the Manager (in its individual capacity) and the Servicer, and 

thereafter any replacement agreement entered into between the Manager (in its individual thereafter any replacement agreement entered into between the Manager (in its individual 

capacity) and the Person designated as the Servicer therein, which servicing agreement shall capacity) and the Person designated as the Servicer therein, which servicing agreement shall 

satisfy the requirements of Section 12.1(b) of the LLC Operating Agreement and shall be satisfy the requirements of Section 12.1(b) of the LLC Operating Agreement and shall be 

acceptable to each Required Consenting Party in all respects. acceptable to each Required Consenting Party in all respects.

"Servicing Expenses" "Servicing Expenses"means all customary and reasonable out-of-pocket fees, costs, means all customary and reasonable out-of-pocket fees, costs, 

expenses and indemnified amounts incurred in connection with the Servicing and, to the extent expenses and indemnified amounts incurred in connection with the Servicing and, to the extent 

expressly set forth in item (iv) below, the management of the Company and the Ownership expressly set forth in item (iv) below, the management of the Company and the Ownership 

Entities, incurred following the Closing Date (or, for purposes of item (viii) below, as may Entities, incurred following the Closing Date (or, for purposes of item (viii) below, as may 

otherwise be payable pursuant to such item), including (i) any and all out-of-pocket fees, costs, otherwise be payable pursuant to such item), including (i) any and all out-of-pocket fees, costs, 

expenses and indemnified amounts which a Borrower is obligated to pay to any Person or to expenses and indemnified amounts which a Borrower is obligated to pay to any Person or to 

reimburse to the lender, in either case, pursuant to the applicable Note or any other Asset reimburse to the lender, in either case, pursuant to the applicable Note or any other Asset

Documents, including Escrow Advances, (ii) any and all reasonable out-of-pocket expenses Documents, including Escrow Advances, (ii) any and all reasonable out-of-pocket expenses

necessary to protect or preserve the value of the Collateral or the priority of the Liens and necessary to protect or preserve the value of the Collateral or the priority of the Liens and 

security interests created by the Asset Documents relating thereto, including Taxes, insurance security interests created by the Asset Documents relating thereto, including Taxes, insurance 

premiums (including forced place insurance premiums), payment of ground rent, the costs of premiums (including forced place insurance premiums), payment of ground rent, the costs of

prevention of waste, repairs and maintenance, foreclosure expenses and reasonable, independent, prevention of waste, repairs and maintenance, foreclosure expenses and reasonable, independent,

outside counsel legal fees and expenses relating to foreclosure or other litigation with respect to outside counsel legal fees and expenses relating to foreclosure or other litigation with respect to 

the Assets, (iii) any and all direct expenses related to the preservation, operation, management the Assets, (iii) any and all direct expenses related to the preservation, operation, management 

(including for engagement of on-site property managers for any specific Acquired REO (including for engagement of on-site property managers for any specific Acquired REO 

Property), appraisal (including for any required Appraisal), leasing (including tenant Property), appraisal (including for any required Appraisal), leasing (including tenant 

improvements), and sale of the Collateral and/or Acquired Property (including real estate improvements), and sale of the Collateral and/or Acquired Property (including real estate 

brokerage fees), and fees to Governmental Authorities to preserve or retain entitlements granted brokerage fees), and fees to Governmental Authorities to preserve or retain entitlements granted 

to, and benefitting, such Collateral and/or Acquired Property (iv) Reimbursable Company to, and benefitting, such Collateral and/or Acquired Property (iv) Reimbursable Company

Administrative Expenses, (v) subject to Section 4.6 of the LLC Operating Agreement (and Administrative Expenses, (v) subject to Section 4.6 of the LLC Operating Agreement (and

excluding any amounts or claims the Private Owner is required to bear or indemnify pursuant to excluding any amounts or claims the Private Owner is required to bear or indemnify pursuant to 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version Version 3.1 3.1 

EXECUTION VERSION EXECUTION VERSION 
such Section 4.6 of the LLC Operating Agreement), to the extent not covered by any of clauses such Section 4.6of the LLC Operating Agreement), to the extent not covered by any of clauses 

0) through (iv), legal fees and expenses of (including judgments, settlements and reasonable fi) through (iv), legal fees and expenses of (including judgments, settlements and reasonable 

attorneys fees of independent outside counsel) incurred by the Company (including to directly or, attorneys fees of independent outside counsel) incurred by the Company (including to directly or, 

through the Manager, the Servicer or any Subservicer, indirectly reimburse the Manager, the through the Manager, the Servicer or any Subservicer, indirectly reimburse the Manager, the 

Servicer or any Subservicer) in its (or the Manager's, the Servicer's or any Subservicer's) Servicer or any Subservicer) in its (or the Manager's, the Servicer's or any Subservicer's) 

defense of claims asserted against the Company or any Ownership Entity (or the Manager, the defense of claims asserted against the Company or any Ownership Entity (or the Manager, the 

Servicer or any Subservicer) that relate to one or more Assets or the conduct of the Business, and Servicer or any Subservicer) that relate to one or more Assets or the conduct of the Business, and 

allege, as the basis for such claims, any act or omission of the Company or any Ownership Entity allege, as the basis for such claims, any act or omission of the Company or any Ownership Entity 

(or the Manager, the Servicer or any Subservicer) or of any Failed Bank, the Receiver, any (or the Manager, the Servicer or any Subservicer) or of any Failed Bank, the Receiver, any 

Existing Servicer or any other Person acting as servicer for any of the Assets at any time prior to Existing Servicer or any other Person acting as servicer for any of the Assets at any time prior to 

the Cut-Off Date, but only if (1) such claims are not attributable to any act or omission of the the Cut-Off Date, but only if (1) such claims are not attributable to any act or omission of the 

Company, the Manager, the Servicer or any Subservicer in a manner inconsistent with, or in Company, the Manager, the Servicer or any Subservicer in a manner inconsistent with, or in 

violation of, the Servicing Standard or any of the provisions of the LLC Operating Agreement or 

any Transaction Document, and (2) (x) such claims are decided and there are final non any Transaction Document, and (2) (x) such claims are decided and there are final non 

appealable orders or judgments (unless the Initial Member has agreed in writing that no appeal appealable orders or judgments (unless the Initial Member has agreed in writing that no appeal 

needs to be taken) in favor of the Company or an Ownership Entity, as applicable (and the needs to be taken) in favor of the Company or an Ownership Entity, as applicable (and the 

Manager, the Servicer and any Subservicer, to the extent any such claim has been asserted Manager, the Servicer and any Subservicer, to the extent any such claim has been asserted 

against the same), or if decided against the Company (or the Manager or the Servicer or any against the same), or if decided against the Company (or the Manager or the Servicer or any 

Subservicer) without any finding of bad faith, gross negligence or willful misconduct on the part Subservicer) without any finding of bad faith, gross negligence or willful misconduct on the part 

of any of the foregoing or (y) there is entered into a final settlement of any such claim with the of any of the foregoing or (y) there is entered into a final settlement of any such claim with the 

violation of the Servicing Standard or any of the provisions of the LLC Operating Agreement or 

prior written consent of the Initial Member, (vi) subject to Section 4.6 of the LLC Operating prior written consent of the Initial Member, (vi) subject toSection 4.6of the LLC Operating 

Agreement, (x) expenses incurred in accordance with Section 4.5(c) of the Contribution Agreement, (x) expenses incurred in accordance with Section 4.5(c)of the Contribution 

Agreement and (y) expenses incurred in connection with any litigation (including any Agreement and (y) expenses incurred in connection with any litigation (including any

bankruptcy action) included in the Obligations and assumed pursuant to bankruptcy action) included in the Obligations and assumed pursuant to Section 4.5(a), Section Section 4.5(a), Section 

4.5(b) 4.5(b) or Section 4.6 of the Contribution Agreement, (vii) the costs of preparing, negotiating and or Section 4.6of the Contribution Agreement, (vii) the costs of preparing, negotiating and 

recording any additional documentation required pursuant to recording any additional documentation required pursuant to Section 8.11 of the Reimbursement, Section 8.11of the Reimbursement, 

Security and Guaranty Agreement, in each case pursuant to Section 8.11 of the Reimbursement, Security and Guaranty Agreement, in each case pursuant to Section 8.11of the Reimbursement, 

Security and Guaranty Agreement, and (viii) amounts required for the Company to discharge (in Security and Guaranty Agreement, and (viii) amounts required for the Company to discharge (in 

accordance with the Transaction Documents) the Obligations as they become due, and to make accordance with the Transaction Documents) the Obligations as they become due, and to make

applicable inderrmification and/or reimbursement payments (other than for Pre-Approved applicable indemnification and/or reimbursement payments (other than for Pre-Approved

Charges) owing by the Company to the Initial Member, the Transferor, the PMN Agent or any Charges) owing by the Company to the Initial Member, the Transferor, the PMN Agent or any

other Indemnified Party under the Transaction Documents; other Indemnified Party under the Transaction Documents; provided, however, that Servicing provided, however,that Servicing 

Expenses shall not include any (A) Excluded Expenses, (B) Funding Draws or other principal Expenses shall not include any (A) Excluded Expenses, (B) Funding Draws or other principal

advances to a Borrower (provided this advances to a Borrower (provided this clause (B) shall not be deemed to exclude, with respect to clause (B)shall not be deemed to exclude, with respect to 

any Loan, amounts otherwise constituting Servicing Expenses paid by the Company (and not any Loan, amounts otherwise constituting Servicing Expenses paid by the Company (and not

advanced to or at the request of the Borrower), but that qualify as Funding Draws as a result of advanced to or at the request of the Borrower), but that qualify as Funding Draws as a result of

the right of the Company under the applicable Asset Documents to add the same to the principal the right of the Company under the applicable Asset Documents to add the same to the principal

amount of the Loan); or (C) costs or expenses that are excluded pursuant to any of the foregoing amount of the Loan); or (C) costs or expenses that are excluded pursuant to any of the foregoing

clauses (i) clauses (i) through (viii) (including any such costs or expenses of a type or nature generally through (viii) (including any such costs or expenses of a type or nature generally 

described in any such clause that are so excluded as a result of a failure to satisfy any express described in any such clause that are so excluded as a result of a failure to satisfy any express

condition, limitation or requirement set forth in such clause), except to the extent the same condition, limitation or requirement set forth in such clause), except to the extent the same

qualify as Servicing Expenses under another of such qualify as Servicing Expenses under another of such clauses (i) through (viii). clauses (i)through(viii). 

"Servicing Obligations" "Servicing Obligations"has the meaning set forth in the LLC Operating Agreement has the meaning set forth in the LLC Operating Agreement 

(except as used in the Servicing Agreement, wherein such term is separately defined). (except as used in the Servicing Agreement, wherein such term is separately defined).

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CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions

CRE Venture 2011-1 Structured Transaction 

Version 3.1 Version 3.1

EXECUTION VERSION EXECUTION VERSION
"Servicing Standard" "Servicing Standard" has the meaning set forth in the LLC Operating Agreement has the meaning set forth in the LLC Operating Agreement 


(except as used in the Servicing Agreement, wherein such term is separately defined). (except as used in the Servicing Agreement, wherein such term is separately defined). 


"Servicing Transfer Date" "Servicing Transfer Date" means, with respect to any Group of Assets, the date on means, with respect to any Group of Assets, the date on 

which the transfer of the loan servicing records for such Group of Assets to the Servicer's system which the transfer of the loan servicing records for such Group of Assets to the Servicer's system 

of records is completed and the Servicer (including through any applicable Subservicer) begins of records is completed and the Servicer (including through any applicable Subservicer) begins 

to service such Group of Assets, as determined in accordance with to service such Group of Assets, as determined in accordance with Section 3.3 of the Section 3.3of the

Contribution Agreement, it being understood and agreed that (i) the loan servicing records for Contribution Agreement, it being understood and agreed that (i) the loan servicing records for 

each Group of Assets will be transferred to the Servicer's system of records at the same time, but each Group of Assets will be transferred to the Servicer's system of records at the same time, but 

not necessarily at the same time as the loan servicing records for any other Group of Assets are not necessarily at the same time as the loan servicing records for any other Group of Assets are 

transferred to the Servicer's system of records, and (ii) the Transferor (and the Initial Member) transferred to the Servicer's system of records, and (ii) the Transferor (and the Initial Member) 

and the Company will proceed (and the Manager is to cause the Servicer and any applicable and the Company will proceed (and the Manager is to cause the Servicer and any applicable 

Subservicer to proceed) with all commercially reasonable diligence to effect such transfer of loan Subservicer to proceed) with all commercially reasonable diligence to effect such transfer of loan 

servicing records as soon as is practicable after the Closing. servicing records as soon as is practicable after the Closing. 

"SFL Borrower" "SFL Borrower" has the meaning set forth in has the meaning set forth in Section 12.22 of the LLC Operating Section 12.22of the LLC Operating

Agreement. Agreement. 

"SFL Collateral" "SFL Collateral" has the meaning set forth in has the meaning set forth in Section 12.22 of the LLC Operating Section 12.22of the LLC Operating

Agreement. Agreement.

"SFL Obligor" "SFL Obligor" has the meaning set forth in has the meaning set forth in Section 12.22 of the LLC Operating Section 12.22of the LLC Operating

Agreement. Agreement.

"SFL Proposal" "SFL Proposal" has the meaning set forth in has the meaning set forth in Section 12.22 of the LLC Operating Section 12.22of the LLC Operating

Agreement. Agreement. 

"Similar Law" "Similar Law"means any non-U.S., or any U.S. federal, state or local, law that is means any non-U.S., or any U.S. federal, state or local, law that is 

substantially similar to Section 406 of ERISA or Section 4975 of the Code. substantially similar to Section 406 of ERISA or Section 4975 of the Code. 

"Site Assessment" "Site Assessment" either (i) a Transaction Screen Process consistent with ASTM either (i) a Transaction Screen Process consistent with ASTM 

Standard E 1528-06, conducted by an environmental professional, or (ii) a Phase I Standard E 1528-06, conducted by an environmental professional, or (ii) a Phase I 

environmental site assessment consistent with ASTM Standard E 1527-05, and which is environmental site assessment consistent with ASTM Standard E 1527-05, and which is 

consistent with customary industry standards for such Phase I environmental site assessments, consistent with customary industry standards for such Phase I environmental site assessments, 

conducted by an environmental professional, as would customarily be undertaken or obtained by conducted by an environmental professional, as would customarily be undertaken or obtained by 

a prudent lender in order to ascertain whether there are any actual or threatened Environmental a prudent lender in order to ascertain whether there are any actual or threatened Environmental 

Hazards. Hazards. 

"Special Purpose Entity" "Special Purpose Entity"means means 

(i) with respect to an Ownership Entity, a corporation or limited with respect to an Ownership Entity, a corporation or limited

liability company (a) that is organized under the Laws of any state of the United States or the liability company (a) that is organized under the Laws of any state of the United States or the 

District of Columbia, (b) the equity of which is uncertificated (and, in the case of a limited District of Columbia, (b) the equity of which is uncertificated (and, in the case of a limited 

liability company, does not by its terms expressly provide that such equity shall be governed by liability company, does not by its terms expressly provide that such equity shall be governed by 

Article 8 of the UCC), (c) has no material assets other than the Acquired Property, (d) that is not Article 8 of the UCC), (c) has no material assets other than the Acquired Property, (d) that is not 

engaged in any business operations except in connection with the Acquired Property and engaged in any business operations except in connection with the Acquired Property and 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
conducted pursuant to terms of the LLC Operating Agreement and the Transaction Documents, conducted pursuant to terms of the LLC Operating Agreement and the Transaction Documents, 

(e) that does or causes to be done all things necessary to preserve and keep in full force and (e) that does or causes to be done all things necessary to preserve and keep in full force and 

effect its existence, rights (charter and statutory) and franchises, (f) that at all times holds itself effect its existence, rights (charter and statutory) and franchises, (f) that at all times holds itself 

out to the public as a legal entity separate from any other Person (including any Affiliate), (g) out to the public as a legal entity separate from any other Person (including any Affiliate), (g) 

that except as expressly contemplated by the LLC Operating Agreement, or the Transaction that except as expressly contemplated by the LLC Operating Agreement, or the Transaction 

Documents, does not commingle its assets with assets of any other Person, (h) that conducts its Documents, does not commingle its assets with assets of any other Person, (h) that conducts its

business in its own name and strictly complies with all organizational formalities to maintain its business in its own name and strictly complies with all organizational formalities to maintain its 

separate existence, (i) that maintains an arm's length relationship with any Affiliate upon terms separate existence, (i) that maintains an arm's length relationship with any Affiliate upon terms 

that are commercially reasonable and on terms no less favorable to it than could be obtained in a that are commercially reasonable and on terms no less favorable to it than could be obtained in a 

comparable arm's length transaction with an unrelated Person, (j) that has no Debt other than as comparable arm's length transaction with an unrelated Person, (j) that has no Debt other than as 

expressly permitted by the Transaction Documents, (k) in the case of a limited liability company, expressly permitted by the Transaction Documents, (k) in the case of a limited liability company, 

the management of which is vested either in the Company (as the sole member thereof) and/or in the management of which is vested either in the Company (as the sole member thereof) and/or in 

one or more managers each of which can be removed or replaced at any time, with or without one or more managers each of which can be removed or replaced at any time, with or without 

cause, by the Company (as the sole member thereof) and (1) except as otherwise consented to in cause, by the Company (as the sole member thereof) and (1) except as otherwise consented to in 

writing by the Initial Member, is a pass-through entity for Tax purposes; writing by the Initial Member, is a pass-through entity for Tax purposes; 

(ii) (ii) with respect to the Company, a limited liability company (a) that is with respect to the Company, a limited liability company (a) that is 

organized under the Laws of Delaware, (b) the equity of which is uncertificated, (c) that has no organized under the Laws of Delaware, (b) the equity of which is uncertificated, (c) that has no 

material assets other than the Assets, including Collateral and Ownership Entities, and its rights, material assets other than the Assets, including Collateral and Ownership Entities, and its rights, 

title and interest in, to, and under the LLC Operating Agreement and the Transaction Documents, title and interest in, to, and under the LLC Operating Agreement and the Transaction Documents, 

(d) that is not engaged in any significant business operations except in connection with the (d) that is not engaged in any significant business operations except in connection with the 

Assets, including the Collateral and Ownership Entities and conducted in accordance with the Assets, including the Collateral and Ownership Entities and conducted in accordance with the 

terms of the LLC Operating Agreement and the Transaction Documents, (e) that does or causes terms of the LLC Operating Agreement and the Transaction Documents, (e) that does or causes 

to be done all things necessary to preserve and keep in full force and effect its existence, rights to be done all things necessary to preserve and keep in full force and effect its existence, rights 

(charter and statutory) and franchises, (f) that at all times holds itself out to the public as a legal (charter and statutory) and franchises, (f) that at all times holds itself out to the public as a legal 

entity separate from any other Person (including any Affiliate), (g) that except as expressly entity separate from any other Person (including any Affiliate), (g) that except as expressly 

contemplated by the LLC Operating Agreement or by any other Transaction Documents, does contemplated by the LLC Operating Agreement or by any other Transaction Documents, does 

not commingle its assets with assets of any other Person, (h) that conducts its business in its own not commingle its assets with assets of any other Person, (h) that conducts its business in its own 

name and strictly complies with all organizational formalities to maintain its separate existence, name and strictly complies with all organizational formalities to maintain its separate existence, 

(i) that maintains an arm's length relationship with any Affiliate upon terms that are (i) that maintains an arm's length relationship with any Affiliate upon terms that are 

commercially reasonable and on terms no less favorable to it than could be obtained in a commercially reasonable and on terms no less favorable to it than could be obtained in a 

comparable arm's length transaction with an unrelated Person other than as expressly provided comparable arm's length transaction with an unrelated Person other than as expressly provided 

by the LLC Operating Agreement and the Transaction Documents, (j) that has no Debt other than by the LLC Operating Agreement and the Transaction Documents, (j) that has no Debt other than 

as provided in the LLC Operating Agreement and the Transaction Documents and (k) that except as provided in the LLC Operating Agreement and the Transaction Documents and (k) that except 

as otherwise consented to in writing by the Initial Member, is a pass-through entity for Tax as otherwise consented to in writing by the Initial Member, is a pass-through entity for Tax 

purposes; and purposes; and 

(iii) (iii) with respect to the Private Owner (or any Qualified Transferee with respect to the Private Owner (or any Qualified Transferee 

thereof), a corporation or limited liability company (a) that is organized under the Laws of any thereof), a corporation or limited liability company (a) that is organized under the Laws of any 

state of the United States or the District of Columbia, (b) the equity of which is uncertificated state of the United States or the District of Columbia, (b) the equity of which is uncertificated 

(and, in the case of a limited liability company, does not by its terms expressly provide that such (and, in the case of a limited liability company, does not by its terms expressly provide that such 

equity shall be governed by Article 8 of the UCC), (c) that has no material assets other than cash equity shall be governed by Article 8 of the UCC), (c) that has no material assets other than cash 

and cash equivalents and its rights, title and interest in, to, and under the LLC Operating and cash equivalents and its rights, title and interest in, to, and under the LLC Operating 

Agreement and the Transaction Documents, (d) that is not engaged in any significant business Agreement and the Transaction Documents, (d) that is not engaged in any significant business 

operations except in connection with the performance of its obligations under the LLC Operating operations except in connection with the performance of its obligations under the LLC Operating 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
Agreement and the Transaction Documents, (e) that does or causes to be done all things Agreement and the Transaction Documents, (e) that does or causes to be done all things 

necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) 

and franchises, (f) that at all times holds itself out to the public as a legal entity separate from any and franchises, (f) that at all times holds itself out to the public as a legal entity separate from any 

other Person (including any Affiliate), (g) that except as expressly contemplated by the LLC other Person (including any Affiliate), (g) that except as expressly contemplated by the LLC 

Operating Agreement or the Transaction Documents, does not commingle its assets with assets Operating Agreement or the Transaction Documents, does not commingle its assets with assets 

of any other Person, (h) that conducts its business in its own name and strictly complies with all of any other Person, (h) that conducts its business in its own name and strictly complies with all 

organizational formalities to maintain its separate existence, (i) that maintains an arm's length organizational formalities to maintain its separate existence, (i) that maintains an arm's length 

relationship with any Affiliate upon terms that are commercially reasonable and on terms no less relationship with any Affiliate upon terms that are commercially reasonable and on terms no less

favorable to it than could be obtained in a comparable arm's length transaction with an unrelated favorable to it than could be obtained in a comparable arm's length transaction with an unrelated 

Person other than as otherwise expressly provided by the LLC Operating Agreement and the Person other than as otherwise expressly provided by the LLC Operating Agreement and the 

Transaction Documents, (j) that has no Debt and, except as expressly permitted or required Transaction Documents, (j) that has no Debt and, except as expressly permitted or required 

pursuant to the Transaction Documents, does not make any loans or advances to any other pursuant to the Transaction Documents, does not make any loans or advances to any other 

Person, (k) that except as otherwise consented to in writing by the Initial Member, is a passthrough entity for Tax purposes, (1) that maintains its own separate books and records and its through entity for Tax purposes, (1) that maintains its own separate books and records and its

own accounts, in each case which are separate and apart from the books and records and own accounts, in each case which are separate and apart from the books and records and 

accounts of any other Person, (m) that maintains separate financial statements, (n) that allocates accounts of any other Person, (m) that maintains separate financial statements, (n) that allocates 

fairly and reasonably any shared expenses, including any overhead for shared office space, (o) fairly and reasonably any shared expenses, including any overhead for shared office space, (o) 

that uses separate stationary, invoices and checks in its own name, (p) that maintains adequate that uses separate stationary, invoices and checks in its own name, (p) that maintains adequate 

capital in light of its contemplated business operations, and (q) that includes in its Organizational capital in light of its contemplated business operations, and (q) that includes in its Organizational 

Documents applicable provisions and limitations requiring compliance with all the foregoing Documents applicable provisions and limitations requiring compliance with all the foregoing 

requirements in this clause (iii). requirements in this clause (iii).

"Specified Date" "Specified Date" shall mean the 10 shall mean the 10ththday of each month, or such other day as is agreed day of each month, or such other day as is agreed 

to by the Servicer and the Manager, provided, however, that, in any case, if such day is not a 

Business Day, the Specified Date shall be the immediately preceding Business Day. Business Day, the Specified Date shall be the immediately preceding Business Day. 

to by the Servicer and the Manager, provided, however,that, in any case, if such day is not a 

"Specified Parent" "Specified Parent" means (i) with respect to the Private Owner, (x) unless means (i) with respect to the Private Owner, (x) unless clause (i)(y) clause (i)(y)

is applicable, ColFin 2011 CRE Holdco, LLC, a Delaware limited liability company, or (y) any is applicable, ColFin 2011 CRE Holdco, LLC, a Delaware limited liability company, or (y) any 

other Person or Persons (including as applicable on a collective basis), owning, directly or other Person or Persons (including as applicable on a collective basis), owning, directly or 

indirectly (in the case of any indirect ownership, for the avoidance of doubt, attributing to such indirectly (in the case of any indirect ownership, for the avoidance of doubt, attributing to such 

Person or Persons its or their actual ultimate ownership (but only its or their actual ultimate Person or Persons its or their actual ultimate ownership (but only its or their actual ultimate 

ownership (for example, after taking into account the dilutive effect of intervening Persons that ownership (for example, after taking into account the dilutive effect of intervening Persons that 

directly or indirectly own any Ownership Interest in the Private Owner but that are not whollyowned subsidiaries of such Person or Persons)), more than 25% in value of all of the Ownership owned subsidiaries of such Person or Persons)), more than 25% in value of all of the Ownership 

Interests in the Private Owner that the Private Owner and (in their discretion) the Required Interests in the Private Owner that the Private Owner and (in their discretion) the Required 

Consenting Parties may agree from time to time shall be designated as the "Specified Parent" for Consenting Parties may agree from time to time shall be designated as the "Specified Parent" for 

purposes of the LLC Operating Agreement; and (ii) with respect to the Servicer, (x) unless clause purposes of the LLC Operating Agreement; and (ii) with respect to the Servicer, (x) unless clause

(ii)(y) is applicable, (A) ColCo 2011 CRE Holdco, LLC, (B) CDCF II 2011 CRE Holdco, LLC, 

and (C) Colony Financial AMC, LLC, each a Delaware limited liability company, or (y) any and (C) Colony Financial AMC, LLC, each a Delaware limited liability company, or (y) any 

Person or Persons that the Manager and the Required Consenting Parties may agree from time to Person or Persons that the Manager and the Required Consenting Parties may agree from time to 

time shall be designated as the "Specified Parent" with respect to the Servicer. time shall be designated as the "Specified Parent" with respect to the Servicer.

(ii)(y)is applicable, (A) ColCo 2011 CRE Holdco, LLC, (B) CDCF II 2011 CRE Holdco, LLC, 

"Specified Parent/Owner Undertaking" "Specified Parent/Owner Undertaking" has the meaning set forth in has the meaning set forth in Section 4(a) of the Section 4(a)of the

Private Owner Interest Sale Agreement. Private Owner Interest Sale Agreement. 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
"Specified Proceeding" "Specified Proceeding" means (i) any Insolvency Proceeding with respect to the means (i) any Insolvency Proceeding with respect to the 

Company or the Private Owner or any of their respective Subsidiaries or (ii) any proceeding for Company or the Private Owner or any of their respective Subsidiaries or (ii) any proceeding for 

the appointment of a receiver, liquidator, conservator, custodian, trustee, sequestrator, the appointment of a receiver, liquidator, conservator, custodian, trustee, sequestrator, 

rehabilitator or similar official for, or for any part of the property of, the Company or the Private rehabilitator or similar official for, or for any part of the property of, the Company or the Private 

Owner or any of their respective Subsidiaries, or for the ordering of the dissolution, winding-up Owner or any of their respective Subsidiaries, or for the ordering of the dissolution, winding-up 

or liquidation of the affairs of the Company or the Private Owner or any of their respective or liquidation of the affairs of the Company or the Private Owner or any of their respective 

Subsidiaries. Subsidiaries. 

"Subsequent Class Purchase Money Notes" "Subsequent Class Purchase Money Notes" means (i) (x) from and after any issuance means (i) (x) from and after any issuance 

of any particular class of Reissued Purchase Money Notes pursuant to Section 2.8 of the of any particular class of Reissued Purchase Money Notes pursuant to Section 2.8 of the 

Custodial and Paying Agency Agreement, any of such Reissued Purchase Money Notes, or (y) Custodial and Paying Agency Agreement, any of such Reissued Purchase Money Notes, or (y) 

from and after any issuance of any particular class of replacement or reissued notes issued from and after any issuance of any particular class of replacement or reissued notes issued

pursuant to Section 8.4(b) or 8.4(c) of the Contribution Agreement, any of such replacement or pursuant to Section 8.4(b) or 8.4(c) of the Contribution Agreement, any of such replacement or

reissued notes, or (ii) with respect to any class of notes described in clause (i)(x) or (i)(y), any reissued notes, or (ii) with respect to any class of notes described in clause (i)(x) or (i)(y), any 

note or notes executed and delivered upon registration of transfer of, or in exchange for, or in note or notes executed and delivered upon registration of transfer of, or in exchange for, or in 

lieu of, any note of such class. lieu of, any note of such class. 

"Subservicer" "Subservicer"means (a) any Person retained by the Servicer (in its individual capacity) means (a) any Person retained by the Servicer (in its individual capacity) 

to perform any of the Servicer's obligations (with respect to Servicing) under the Servicing to perform any of the Servicer's obligations (with respect to Servicing) under the Servicing 

Agreement, and (b) in the event the Servicer is not a Rated Servicer, any other Person retained Agreement, and (b) in the event the Servicer is not a Rated Servicer, any other Person retained 

by such Person so retained by the Servicer pursuant to the foregoing clause (a) to perform any of by such Person so retained by the Servicer pursuant to the foregoing clause (a) to perform any of

such obligations (with respect to Servicing), in each case (for clause (a) and clause (b)), which such obligations (with respect to Servicing), in each case (for clause (a) and clause (b)), which 

retention shall be subject to applicable provisions in the LLC Operating Agreement and the retention shall be subject to applicable provisions in the LLC Operating Agreement and the 

Servicing Agreement (and any applicable Subservicing Agreement). Servicing Agreement (and any applicable Subservicing Agreement). 

"Subservicing Agreement" "Subservicing Agreement" means any agreement whereby the Servicer or an applicable means any agreement whereby the Servicer or an applicable 

Subservicer (having been retained by a Servicer that is not a Rated Servicer) retains a Subservicer (having been retained by a Servicer that is not a Rated Servicer) retains a 

Subservicer, which Subservicing Agreement shall be subject to applicable provisions in the LLC Subservicer, which Subservicing Agreement shall be subject to applicable provisions in the LLC 

Operating Agreement and the Servicing Agreement and, if for engagement of a Rated Operating Agreement and the Servicing Agreement and, if for engagement of a Rated 

Subservicer, shall further be acceptable to each Required Consenting Party in all respects. Subservicer, shall further be acceptable to each Required Consenting Party in all respects. 

"Subsidiary" "Subsidiary"means, with respect to any specified Person, each of (i) any other Person means, with respect to any specified Person, each of (i) any other Person 

not less than a majority of the overall economic equity in which is owned, directly or indirectly not less than a majority of the overall economic equity in which is owned, directly or indirectly 

through one of more intermediaries, by such specified Person, and (ii) without limitation of through one of more intermediaries, by such specified Person, and (ii) without limitation of 

clause (i), any other Person who or which, directly or indirectly through one or more clause (i), any other Person who or which, directly or indirectly through one or more 

intermediaries, is Controlled by such specified Person (it being understood with respect to clause intermediaries, is Controlled by such specified Person (it being understood with respect to clause 

Li) that a pledge for collateral security purposes of an equity interest in a Person shall not be fp that a pledge for collateral security purposes of an equity interest in a Person shall not be 

deemed to affect the ownership of such equity interest by the pledgor so long as such pledgor deemed to affect the ownership of such equity interest by the pledgor so long as such pledgor 

continues to be entitled, in all material respects, to all the income with respect to such equity continues to be entitled, in all material respects, to all the income with respect to such equity 

interest). interest). 

"Subsidiary Grantor" "Subsidiary Grantor" and and "Subsidiary Grantors" "Subsidiary Grantors" has the meaning set forth in the has the meaning set forth in the 

Reimbursement, Security and Guaranty Agreement. Reimbursement, Security and Guaranty Agreement. 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
"Successor" means, (i) with respect to a Member, any future Member which is a direct or 

indirect transferee (whether by Permitted Disposition, merger, consolidation or otherwise) of the indirect transferee (whether by Permitted Disposition, merger, consolidation or otherwise) of the 

LLC Interest of such Member; (ii) with respect to any former Member, the current Member LLC Interest of such Member; (ii) with respect to any former Member, the current Member 

which is the direct or indirect transferee (whether by Permitted Disposition, merger, which is the direct or indirect transferee (whether by Permitted Disposition, merger, 

consolidation or otherwise) of the LLC Interest of such former Member and (iii) with respect to consolidation or otherwise) of the LLC Interest of such former Member and (iii) with respect to 

the Initial Member, any Person that is a direct or indirect transferee (whether by Disposition, the Initial Member, any Person that is a direct or indirect transferee (whether by Disposition, 

merger, consolidation or otherwise) of any of the Initial Member's rights or interests under the merger, consolidation or otherwise) of any of the Initial Member's rights or interests under the 

LLC Operating Agreement or any other Transaction Document. LLC Operating Agreement or any other Transaction Document.

"Successor"means, (i) with respect to a Member, any future Member which is a direct or 

"Successor Servicer" has "Successor Servicer" has the meaning set forth in the Reimbursement, Security and the meaning set forth in the Reimbursement, Security and 

Guaranty Agreement. Guaranty Agreement. 

"Supplemental Delivery Certificate" "Supplemental Delivery Certificate" has the meaning set forth in has the meaning set forth in Section 6.1(d) of the Section 6.1(d)of the

Custodial and Paying Agency Agreement. Custodial and Paying Agency Agreement. 

"Tax" "" means any federal, state, county, local, or foreign tax, charge, fee, levy, duty, or means any federal, state, county, local, or foreign tax, charge, fee, levy, duty, or 

other assessment, including any income, gross receipts, transfer, recording, capital, withholding, other assessment, including any income, gross receipts, transfer, recording, capital, withholding, 

property, ad valorem, or other tax or governmental fee of any kind whatsoever, imposed or property, ad valorem, or other tax or governmental fee of any kind whatsoever, imposed or 

required to be withheld by any Governmental Authority having jurisdiction over the assessment, required to be withheld by any Governmental Authority having jurisdiction over the assessment, 

determination, collection, or other imposition of any of the foregoing, including any interest, determination, collection, or other imposition of any of the foregoing, including any interest, 

penalties and additions imposed thereon or with respect thereto. penalties and additions imposed thereon or with respect thereto.

"Tax Matters Member" "Tax Matters Member" has the meaning set forth in has the meaning set forth in Section 7.5 of the LLC Operating Section 7.5of the LLC Operating

Agreement. Agreement. 

"Termination" "Termination" has the meaning set forth in has the meaning set forth in Section 8.1 of the Custodial and Paying Section 8.1of the Custodial and Paying

Agency Agreement. Agency Agreement. 

"Termination Notice" "Termination Notice"shall mean any written notice of termination required pursuant to shall mean any written notice of termination required pursuant to 

Article VII Article VII of the Servicing Agreement. of the Servicing Agreement.

"Third Party Claim" "Third Party Claim"has (i) for purposes of the Reimbursement, Security and Guaranty has (i) for purposes of the Reimbursement, Security and Guaranty 

Agreement, the meaning given therein, (ii) for purposes of the LLC Operating Agreement, the Agreement, the meaning given therein, (ii) for purposes of the LLC Operating Agreement, the 

meaning given therein, (iii) for purposes of the Contribution Agreement, the meaning given meaning given therein, (iii) for purposes of the Contribution Agreement, the meaning given 

therein, and (iv) for purposes of the Servicing Agreement, the meaning given therein. therein, and (iv) for purposes of the Servicing Agreement, the meaning given therein.

"Total Asset Value" "Total Asset Value"means, with respect to any Asset, an amount equal to the sum of (a) means, with respect to any Asset, an amount equal to the sum of (a) 

the Equity Asset Value (or, in the event of any Excess Principal or Principal Deficiency, the the Equity Asset Value (or, in the event of any Excess Principal or Principal Deficiency, the

Adjusted Equity Asset Value) Adjusted Equity Asset Value) plus(b) an amount equal to the aggregate original principal (b) an amount equal to the aggregate original principal 

amount of the Purchase Money Notes multiplied by a fraction, the numerator of which is the amount of the Purchase Money Notes multiplied by a fraction, the numerator of which is the 

Private Owner Interest Asset Value of such Asset and the denominator of which is the Private Private Owner Interest Asset Value of such Asset and the denominator of which is the Private 

Owner Interest Sale Price. Owner Interest Sale Price. 

"Transaction Documents" "Transaction Documents" means the Agreement of Definitions, LLC Operating means the Agreement of Definitions, LLC Operating 

Agreement, the Contribution Agreement, the Servicing Agreement, the Custodial and Paying Agreement, the Contribution Agreement, the Servicing Agreement, the Custodial and Paying

Agency Agreement, the Private Owner Pledged Account Control Agreement, any Qualifying Agency Agreement, the Private Owner Pledged Account Control Agreement, any Qualifying

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 31 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
Letter of Credit, one or more Account Control Agreements, the Purchase Money Notes, the Letter of Credit, one or more Account Control Agreements, the Purchase Money Notes, the 

Reimbursement, Security and Guaranty Agreement and the Private Owner Interest Sale Reimbursement, Security and Guaranty Agreement and the Private Owner Interest Sale 

Agreement, in each case once executed and delivered, and any and all other agreements and Agreement, in each case once executed and delivered, and any and all other agreements and 

instruments executed and delivered by, or executed and delivered to, the FDIC in connection instruments executed and delivered by, or executed and delivered to, the FDIC in connection 

with the Closing or the transactions contemplated thereby as contemplated by any Core with the Closing or the transactions contemplated thereby as contemplated by any Core 

Agreement. Agreement.

"Transaction Termination Date" "Transaction Termination Date" means the later of (i) the indefeasible payment, means the later of (i) the indefeasible payment, 

satisfaction and discharge in full of all of the Secured Obligations and (ii) the Final satisfaction and discharge in full of all of the Secured Obligations and (ii) the Final Distribution. Distribution.

"Transfer Documents" "Transfer Documents" means the endorsements and allonges to Notes, Assignment and means the endorsements and allonges to Notes, Assignment and 

Lost Instrument Affidavits (if applicable), Mortgage Assignments, deeds, assignment of leases, Lost Instrument Affidavits (if applicable), Mortgage Assignments, deeds, assignment of leases, 

assignments of Ownership Entity interests and other documents of assignment, conveyance or assignments of Ownership Entity interests and other documents of assignment, conveyance or 

transfer required pursuant to any applicable Law to evidence the transfer to the Company of the transfer required pursuant to any applicable Law to evidence the transfer to the Company of the

Assets, the Collateral and the Collateral Documents and the Transferor's rights with respect to Assets, the Collateral and the Collateral Documents and the Transferor's rights with respect to 

the Assets and the Collateral. The form Allonge to be used in preparation of the Transfer the Assets and the Collateral. The form Allonge to be used in preparation of the Transfer

Documents is attached to the Contribution Agreement as Documents is attached to the Contribution Agreement as Attachment E,the form of Assignment the form of Assignment 

and Lost Instrument Affidavit to be used in preparation of the Transfer Documents is attached to and Lost Instrument Affidavit to be used in preparation of the Transfer Documents is attached to 

the Contribution Agreement as the Contribution Agreement as Attachment F,the forms of Assignment of Real Estate Mortgage the forms of Assignment of Real Estate Mortgage 

and Assignment of Real Estate Deed of Trust to be used in the preparation of the Transfer and Assignment of Real Estate Deed of Trust to be used in the preparation of the Transfer 

Documents are attached to the Contribution Agreement as Documents are attached to the Contribution Agreement as Attachments G-1 and G-2, Attachments G-1 and G-2, 

respectively, the form of the Assignment of Assignment of Leases and Rents and Other Loan respectively, the form of the Assignment of Assignment of Leases and Rents and Other Loan 

Documents to be used in the preparation of the Transfer Documents is attached to the Documents to be used in the preparation of the Transfer Documents is attached to the 

Contribution Agreement as Contribution Agreement as Attachment H Attachment H and the form of the Assigmnent and Acceptance of 

Limited Liability Company Interest to be used in the preparation of the Transfer Documents is Limited Liability Company Interest to be used in the preparation of the Transfer Documents is 

attached to the Contribution Agreement as attached to the Contribution Agreement as Attachment I. Attachment I.

and the form of the Assignment and Acceptance of 

"Transfer Documents Preparation/Submission Deadline" "Transfer Documents Preparation/Submission Deadline" means six months after the means six months after the 

Closing Date, Closing Date, providedthat such six-month period shall be extended with respect to any that such six-month period shall be extended with respect to any 

particular Transfer Document if the delay in meeting such six-month deadline is due to a matter particular Transfer Document if the delay in meeting such six-month deadline is due to a matter 

(other than the absence of, or the failure properly to record, a Transfer Document) noted as an (other than the absence of, or the failure properly to record, a Transfer Document) noted as an 

Exception on the initial Collateral Certificate, but only for so long as the Private Owner is Exception on the initial Collateral Certificate, but only for so long as the Private Owner is 

working diligently to locate the missing information or otherwise take such steps as may be working diligently to locate the missing information or otherwise take such steps as may be 

necessary or appropriate to complete the preparation, and submission for recordation or filing, of necessary or appropriate to complete the preparation, and submission for recordation or filing, of 

the Transfer Documents. the Transfer Documents. 

"Transfer Taxes" "Transfer Taxes" means any taxes, assessments, levies, imposts, duties, deductions, means any taxes, assessments, levies, imposts, duties, deductions, 

fees, withholdings or other charges of whatever nature (other than any taxes imposed on or fees, withholdings or other charges of whatever nature (other than any taxes imposed on or 

measured by net income or any franchise taxes), including interest and penalties thereon, measured by net income or any franchise taxes), including interest and penalties thereon,

required to be paid to any taxing authority with respect to the transfer of the Assets, the required to be paid to any taxing authority with respect to the transfer of the Assets, the 

Collateral and the Collateral Documents or the rights in the Collateral or the assignment and Collateral and the Collateral Documents or the rights in the Collateral or the assignment and 

assumption of the Obligations thereunder. assumption of the Obligations thereunder. 

"Transferee Certificate" "Transferee Certificate" has has the meaning set forth in the meaning set forth in Section 2.7(j) Section 2.7(j)of the Custodial and of the Custodial and 

Paying Agency Agreement. Paying Agency Agreement.

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
"Transferred Contract" "Transferred Contract"means (i) any Note, any Asset Document, any Collateral means (i) any Note, any Asset Document, any Collateral 

Document, any Related Agreement or any other contract or instrument defined as included Document, any Related Agreement or any other contract or instrument defined as included

within any Loan or Acquired Property, or (ii) any operating or similar agreement with respect to within any Loan or Acquired Property, or (ii) any operating or similar agreement with respect to 

any Entity formed by the Receiver or any predecessor in interest and transferred to the Company any Entity formed by the Receiver or any predecessor in interest and transferred to the Company 

on the Closing Date pursuant to the Contribution Agreement; provided, however, that no contract on the Closing Date pursuant to the Contribution Agreement; provided, however, that no contract 

or instrument that was disaffirmed or repudiated by the Receiver prior to the Cut-Off Date, and or instrument that was disaffirmed or repudiated by the Receiver prior to the Cut-Off Date, and 

no Transferor Loan-Servicing Contract, shall constitute a Transferred Contract. no Transferor Loan-Servicing Contract, shall constitute a Transferred Contract. 

"Transferor" "Transferor"means the Receiver as the "Transferor" under the Contribution Agreement. means the Receiver as the "Transferor" under the Contribution Agreement. 

"Transferor Loan-Servicing Contract" "Transferor Loan-Servicing Contract" means any contract between the Receiver and means any contract between the Receiver and 

any third-party (including any Existing Servicer other than the Receiver) for the provision of any third-party (including any Existing Servicer other than the Receiver) for the provision of 

loan-servicing services with respect to the Loans (or any portion thereof). loan-servicing services with respect to the Loans (or any portion thereof). 

"Treasury Regulations" "Treasury Regulations"shall mean the regulations promulgated by the United States shall mean the regulations promulgated by the United States 

Department of the Treasury pursuant to and in respect of provisions of the Code, and all Department of the Treasury pursuant to and in respect of provisions of the Code, and all

references to sections of the Treasury Regulations shall include any corresponding provision or references to sections of the Treasury Regulations shall include any corresponding provision or 

provisions of succeeding, substitute, proposed or final Treasury Regulations. provisions of succeeding, substitute, proposed or final Treasury Regulations. 

"Ultimate Parent Entity" "Ultimate Parent Entity"means (i) in relation to the Specified Parent of the Private means (i) in relation to the Specified Parent of the Private 

Owner, Colony Financial, Inc., a Maryland corporation, Colony Distressed Credit Fund II, L.P., Owner, Colony Financial, Inc., a Maryland corporation, Colony Distressed Credit Fund II, L.P., 

a Delaware limited partnership, and ColCo Strategic Partners, L.P., a Cayman exempted limited a Delaware limited partnership, and ColCo Strategic Partners, L.P., a Cayman exempted limited 

partnership, and (ii) in relation to any Person becoming a "Specified Parent" pursuant to clause partnership, and (ii) in relation to any Person becoming a "Specified Parent" pursuant to clause 

(i)(y) of the definition of such term, the ultimate parent entity of such Person as agreed by the (i)(y) of the definition of such term, the ultimate parent entity of such Person as agreed by the 

Private Owner and the Required Consenting Parties in connection with the consent to such Private Owner and the Required Consenting Parties in connection with the consent to such

Person becoming a "Specified Parent". Person becoming a "Specified Parent".

"Underlying Loan" "Underlying Loan"means, with respect to any Receiver Acquired Property, any and means, with respect to any Receiver Acquired Property, any and 

all remaining right, title and interest of the Receiver, any Failed Bank or an Ownership Entity in all remaining right, title and interest of the Receiver, any Failed Bank or an Ownership Entity in 

and to a Loan or Loan Participation with respect to which title to and to a Loan or Loan Participation with respect to which title to 

related Collateral had transferred to the Receiver, any Failed Bank or an Ownership Entity related Collateral had transferred to the Receiver, any Failed Bank or an Ownership Entity 

pursuant to a foreclosure sale, deed in lieu of foreclosure or any other exercise of remedies (in pursuant to a foreclosure sale, deed in lieu of foreclosure or any other exercise of remedies (in 

addition to any related Deficiency Balance). addition to any related Deficiency Balance). 

"Uniform Commercial Code" "Uniform Commercial Code" or "UCC" means the Uniform Commercial Code as in or "UCC" means the Uniform Commercial Code as in 

effect in any applicable jurisdiction, as amended from time to time. effect in any applicable jurisdiction, as amended from time to time.

"United States" "United States" and "U.S." mean the United States of America. and "U.S." mean the United States of America.

"United Stated Person" "United Stated Person"means a "United States person" as defined in Section 7701(a) of means a "United States person" as defined in Section 7701(a) of 

the Code. the Code. 

"Unpaid Principal Balance" "Unpaid Principal Balance"means, as of any date of determination, (a) when used in means, as of any date of determination, (a) when used in 

connection with multiple Assets (or multiple Loans and/or Acquired Property), an amount equal connection with multiple Assets (or multiple Loans and/or Acquired Property), an amount equal 

to the sum of the aggregate then outstanding principal balance of each such Asset (or Loan to the sum of the aggregate then outstanding principal balance of each such Asset (or Loan 

and/or Acquired Property), (b) when used with respect to a single Asset (or Loan and/or and/or Acquired Property), (b) when used with respect to a single Asset (or Loan and/or 

Acquired Property), an amount equal to the then outstanding principal balance of such Asset (or Acquired Property), an amount equal to the then outstanding principal balance of such Asset (or 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION EXECUTION VERSION VERSION 
Loan and/or Acquired Property), and (c) when used with respect to one or more Assets including Loan and/or Acquired Property), and (c) when used with respect to one or more Assets including 

Loan and Acquired Property components, an amount equal to the sum of the Unpaid Principal Loan and Acquired Property components, an amount equal to the sum of the Unpaid Principal 

Balance of such Loan and the Unpaid Principal Balance of such Acquired Property; provided, Balance of such Loan and the Unpaid Principal Balance of such Acquired Property; provided, 

however, however, that: that: 

(i) (i) with respect to any Loan Participation (and any related Acquired with respect to any Loan Participation (and any related Acquired 

Property), the Unpaid Principal Balance of such Loan Participation shall include only the Property), the Unpaid Principal Balance of such Loan Participation shall include only the

Company's (or, with respect to any period prior to the effectiveness of the transfer of such Loan Company's (or, with respect to any period prior to the effectiveness of the transfer of such Loan 

Participation to the Company on the Closing Date, the Receiver's, or any Failed Bank's, as Participation to the Company on the Closing Date, the Receiver's, or any Failed Bank's, as

applicable) allocable share thereof in accordance with the applicable Loan Participation applicable) allocable share thereof in accordance with the applicable Loan Participation 

Agreement; Agreement; 

(ii) (ii) for purposes of all determinations in connection with or relating to for purposes of all determinations in connection with or relating to

either a repurchase of an Asset pursuant to Article VI of the Contribution Agreement or any either a repurchase of an Asset pursuant to Article VI of the Contribution Agreement or any 

adjustment pursuant to Section 2.4 of the Contribution Agreement: adjustment pursuant to Section 2.4 of the Contribution Agreement: 

(A) (A) with respect to any Acquired Property that is included with respect to any Acquired Property that is included 

among the Assets on the Closing Date, the Unpaid Principal Balance of such Acquired Property among the Assets on the Closing Date, the Unpaid Principal Balance of such Acquired Property 

shall initially be the book value set forth on the Asset Schedule, as adjusted to its Adjusted shall initially be the book value set forth on the Asset Schedule, as adjusted to its Adjusted 

Unpaid Principal Balance pursuant to the Contribution Agreement, and thereafter as further Unpaid Principal Balance pursuant to the Contribution Agreement, and thereafter as further

adjusted pursuant to item (ii)(C) below; adjusted pursuant to item (ii)(C) below; 

(B) (B) in the case of an Asset (that was a Loan as of the Cut-Off in the case of an Asset (that was a Loan as of the Cut-Off 

Date) for which some or all the Collateral has been converted to Acquired Property, the unpaid Date) for which some or all the Collateral has been converted to Acquired Property, the unpaid 

principal balance of such Asset (including the resulting Loan and Acquired Property, which shall principal balance of such Asset (including the resulting Loan and Acquired Property, which shall

be considered as a single Asset for purposes of determination of the Unpaid Principal Balance be considered as a single Asset for purposes of determination of the Unpaid Principal Balance 

under this item (ii)) shall, until such time as the Acquired Property is liquidated, be deemed to under this item (ii)) shall, until such time as the Acquired Property is liquidated, be deemed to 

equal the amount of the unpaid principal balance of such Loan at the time at which such Asset equal the amount of the unpaid principal balance of such Loan at the time at which such Asset 

was so converted (in whole or in part) to Acquired Property, as such unpaid principal balance was so converted (in whole or in part) to Acquired Property, as such unpaid principal balance 

with respect to such Loan may be adjusted in accordance with the applicable Asset Documents with respect to such Loan may be adjusted in accordance with the applicable Asset Documents 

(but disregarding any credit on account of the applicable conversion of such Collateral to (but disregarding any credit on account of the applicable conversion of such Collateral to 

Acquired Property and any value (or Net Fair Value) of such Acquired Property, other than Acquired Property and any value (or Net Fair Value) of such Acquired Property, other than

further adjustments pursuant to further adjustments pursuant to item (ii)(C) below) and, as to Acquired Property included in such item (ii)(C) below) and, as to Acquired Property included in such

Asset, as further adjusted pursuant to Asset, as further adjusted pursuant to item (ii)(C) below; item (ii)(C) below; 

(C) (C) in the case of item (ii)(A) above (after the adjustment to the in the case of item (ii)(A) above (after the adjustment to the 

Adjusted Unpaid Principal Balance) and (ii)(B) above (following any applicable conversion), the Adjusted Unpaid Principal Balance) and (ii)(B) above (following any applicable conversion), the 

unpaid principal balance of any such Acquired Property or Asset including such Acquired unpaid principal balance of any such Acquired Property or Asset including such Acquired 

Property shall be reduced by the net proceeds of any sales of any portions of such Acquired Property shall be reduced by the net proceeds of any sales of any portions of such Acquired

Property, and increased, without duplication, by the amount of (1) any advances or Interim Property, and increased, without duplication, by the amount of (1) any advances or Interim

Servicing Expenses by the Transferor (or the Initial Member) during the Interim Servicing Servicing Expenses by the Transferor (or the Initial Member) during the Interim Servicing 

Period under or as described in the Contribution Agreement (and applicable provisions of the Period under or as described in the Contribution Agreement (and applicable provisions of the

LLC Operating Agreement) made with respect thereto and capitalized thereto in accordance with LLC Operating Agreement) made with respect thereto and capitalized thereto in accordance with 

GAAP (and applicable Law); GAAP (and applicable Law); 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version Version 3.1 3.1 

EXECUTION VERSION EXECUTION VERSION 
(iii) (iii) for all purposes other than determinations in connection with or for all purposes other than determinations in connection with or 


relating to either a repurchase of an Asset pursuant to relating to either a repurchase of an Asset pursuant to
 Article VI Article VI of the Contribution Agreement of the Contribution Agreement 


or any adjustments pursuant to or any adjustments pursuant to
 Section 2.4of the Contribution Agreement: of the Contribution Agreement: 

(A) (A) the Unpaid Principal Balance of Acquired Property shall be the Unpaid Principal Balance of Acquired Property shall be 


the Net Fair Value of such Acquired Property; and the Net Fair Value of such Acquired Property; and 


(B) (B) the Unpaid Principal Balance of any Loan (including any the Unpaid Principal Balance of any Loan (including any 

such Loan as to which the Collateral has been converted in part to Acquired Property, it being such Loan as to which the Collateral has been converted in part to Acquired Property, it being 

understood that the Unpaid Principal Balance of any Loan converted in whole to Acquired understood that the Unpaid Principal Balance of any Loan converted in whole to Acquired

Property shall be zero) shall be the unpaid principal balance of such Loan, as adjusted from time Property shall be zero) shall be the unpaid principal balance of such Loan, as adjusted from time 

to time in accordance with the applicable Asset Documents (including as initially adjusted to the to time in accordance with the applicable Asset Documents (including as initially adjusted to the

Adjusted Unpaid Principal Balance), subject to the following limitations and other applicable Adjusted Unpaid Principal Balance), subject to the following limitations and other applicable 

provisions of the Transaction Documents: provisions of the Transaction Documents: 

(I)

Mortgaged Property securing such Loan, the Unpaid Principal Balance of such Loan shall be Mortgaged Property securing such Loan, the Unpaid Principal Balance of such Loan shall be 

permanently reduced by the Release Price for such Mortgaged Property (notwithstanding that the permanently reduced by the Release Price for such Mortgaged Property (notwithstanding that the 

net proceeds received and applied to such Loan in respect of such release or sale may be in a net proceeds received and applied to such Loan in respect of such release or sale may be in a

different amount); different amount); 

(1) in connection with any partial release or sale of the in connection with any partial release or sale of the 

(2) (2) in connection with any partial conversion of such Loan to in connection with any partial conversion of such Loan to 

Acquired Property, the Unpaid Principal Balance of such Loan shall be permanently reduced by Acquired Property, the Unpaid Principal Balance of such Loan shall be permanently reduced by 

the applicable Release Price for such Mortgaged Property (notwithstanding that the applicable the applicable Release Price for such Mortgaged Property (notwithstanding that the applicable 

amount credited to or otherwise deducted from the Loan balance owing by the applicable amount credited to or otherwise deducted from the Loan balance owing by the applicable 

Borrower in respect of such partial conversion may be in a different amount); Bortower in respect of such partial conversion may be in a different amount); providedthat, in that, in

all instances, the sum of the Unpaid Principal Balance of such Loan and the Net Fair Value of all instances, the sum of the Unpaid Principal Balance of such Loan and the Net Fair Value of 

such Acquired Property, as determined immediately after such conversion, shall be in an amount such Acquired Property, as determined immediately after such conversion, shall be in an amount 

not in excess of the Unpaid Principal Balance of such Loan immediately prior to giving effect to not in excess of the Unpaid Principal Balance of such Loan immediately prior to giving effect to

such conversion (and the Unpaid Principal Balance of the Loan shall be deemed permanently such conversion (and the Unpaid Principal Balance of the Loan shall be deemed permanently 

reduced by the amount of any such excess); reduced by the amount of any such excess); 

(3) (3) the Unpaid Principal Balance (or applicable outstanding the Unpaid Principal Balance (or applicable outstanding 

principal amount for purposes of determination of such Unpaid Principal Balance) of any Loan principal amount for purposes of determination of such Unpaid Principal Balance) of any Loan 

or of any portion of such Loan constituting a Deficiency Balance or Deficiency Judgment Claim, or of any portion of such Loan constituting a Deficiency Balance or Deficiency Judgment Claim, 

or of any Loan following (I) the conversion or disposition of all or substantially all in value of or of any Loan following (I) the conversion or disposition of all or substantially all in value of 

the Mortgaged Property (or other applicable Collateral) securing the same, or (II) a determination the Mortgaged Property (or other applicable Collateral) securing the same, or (II) a determination 

by the Manager, the Servicer or any Subservicer (including any such determination for purposes by the Manager, the Servicer or any Subservicer (including any such determination for purposes 

of financial statements of the Company, or in connection with any audit thereof) that no further of financial statements of the Company, or in connection with any audit thereof) that no further 

payments or recoveries (other than purely de minimis de minimis payments or recoveries) will be ultimately payments or recoveries) will be ultimately 

recoverable by the Company with respect to such Loan, shall in each case be deemed to be zero; recoverable by the Company with respect to such Loan, shall in each case be deemed to be zero; 

and and 

(4) (4) in no event shall the Unpaid Principal Balance of such in no event shall the Unpaid Principal Balance of such 

Loan (as calculated subject to the foregoing provisions) exceed the actual outstanding principal Loan (as calculated subject to the foregoing provisions) exceed the actual outstanding principal

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
amount owing by the Borrower under the Loan in accordance with the applicable Asset amount owing by the Borrower under the Loan in accordance with the applicable Asset 

Documents (and the Unpaid Principal Balance of such Loan shall be deemed permanently Documents (and the Unpaid Principal Balance of such Loan shall be deemed permanently 

reduced by the amount of any such excess). reduced by the amount of any such excess). 

"USPAP" "USPAP"means the Uniform Standards of Professional Appraisal Practices promulgated means the Uniform Standards of Professional Appraisal Practices promulgated 

by the Appraisal Standards Board of the Appraisal Foundation. by the Appraisal Standards Board of the Appraisal Foundation.

"U.S. Person" "U.S. Person"has the meaning ascribed to the term "U.S. person" in Regulation S of the has the meaning ascribed to the term "U.S. person" in Regulation S of the 

Securities Act. Securities Act. 

"WCR Account Deposit" "WCR Account Deposit"has the meaning set forth in the Private Owner Interest Sale has the meaning set forth in the Private Owner Interest Sale 

Agreement. Agreement. 

"Winning Bidder" "Winning Bidder"has the meaning set forth in the Recitals of the Private Owner Interest has the meaning set forth in the Recitals of the Private Owner Interest 

Sale Agreement. Sale Agreement. 

"Working Capital Expenses" "Working Capital Expenses" means any Servicing Expenses, Interim Servicing means any Servicing Expenses, Interim Servicing 

Expenses, Pre-Approved Charges, Required Funding Draws, Interim Servicing Fees, or fees of Expenses, Pre-Approved Charges, Required Funding Draws, Interim Servicing Fees, or fees of

the Custodian and Paying Agent. the Custodian and Paying Agent.

"Working Capital Reserve" "Working Capital Reserve" means a working capital reserve to be (i) funded initially on means a working capital reserve to be (i) funded initially on 

the Closing Date (in an aggregate amount equal to the WCR Account Deposit) pursuant to the the Closing Date (in an aggregate amount equal to the WCR Account Deposit) pursuant to the 

LLC Operating Agreement and the payments contemplated in the Private Owner Interest Sale LLC Operating Agreement and the payments contemplated in the Private Owner Interest Sale

Agreement, and (ii) thereafter held (in the Working Capital Reserve Account), used and Agreement, and (ii) thereafter held (in the Working Capital Reserve Account), used and 

replenished from time to time pursuant to the applicable provisions in the LLC Operating replenished from time to time pursuant to the applicable provisions in the LLC Operating 

Agreement and the Custodial and Paying Agency Agreement. Agreement and the Custodial and Paying Agency Agreement. 

"Working Capital Reserve Account" "Working Capital Reserve Account" means the segregated trust or custodial account means the segregated trust or custodial account 

designated as the "Working Capital Reserve Account" pursuant to Section 3.6(a) of the Custodial designated as the "Working Capital Reserve Account" pursuant to Section 3.6(a) of the Custodial 

and Paying Agency Agreement. and Paying Agency Agreement.

"Working Capital Reserve Floor" "Working Capital Reserve Floor" means $7,000,000.00. means $7,000,000.00. 

"Working Capital Reserve Replenishment Cap" "Working Capital Reserve Replenishment Cap" means $12,000,000.00. means $12,000,000.00. 

"Working Capital Reserve Target" "Working Capital Reserve Target" means the targeted amount of Working Capital means the targeted amount of Working Capital 

Reserve as determined by the Manager with respect to each Distribution Date, to be not less than Reserve as determined by the Manager with respect to each Distribution Date, to be not less than 

the Working Capital Reserve Floor and not more than the Working Capital Reserve the Working Capital Reserve Floor and not more than the Working Capital Reserve 

Replenishment Cap. Replenishment Cap. 

Section 1.2. Rules of Construction. The Rules of Construction apply to this Agreement Section 1.2. Rules of Construction. The Rules of Construction apply to this Agreement 

(other than the definitions set forth in Section 1.1 hereof), and clauses (b), (c), (d), (e), (f), (h), (i) (other than the definitions set forth in Section 1.1 hereof), and clauses (b), (c), (d), (e), (f), (h), (i) 

and (j) of the Rules of Construction apply to the definitions set forth in Section 1.1 hereof and (j) of the Rules of Construction apply to the definitions set forth in Section 1.1 hereof. 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3,1 Version 3,1 

EXECUTION VERSION EXECUTION VERSION 
ARTICLE II ARTICLE II 

Miscellaneous Miscellaneous 

Section 2.1. Enforceability of this Agreement. Notwithstanding that this Agreement Section 2.1. Enforceability of this Agreement.Notwithstanding that this Agreement 

has not been executed by all parties described in this Agreement, this Agreement is enforceable has not been executed by all parties described in this Agreement, this Agreement is enforceable 

against each party that has executed this Agreement. The parties that execute this Agreement against each party that has executed this Agreement. The parties that execute this Agreement 

acknowledge that the Transaction Documents are being (or were) executed by certain Persons, acknowledge that the Transaction Documents are being (or were) executed by certain Persons, 

including, but not limited to, the parties hereto, simultaneously or otherwise in connection with including, but not limited to, the parties hereto, simultaneously or otherwise in connection with 

the execution of this Agreement, and that notwithstanding any failure by any party hereto to the execution of this Agreement, and that notwithstanding any failure by any party hereto to 

execute this Agreement, such agreements shall be effective and binding on the parties thereto in execute this Agreement, such agreements shall be effective and binding on the parties thereto in 

accordance with the terms thereof. accordance with the terms thereof. 

Section 2.2. Expenses. Except as might be expressly provided otherwise herein or in Section 2.2. Expenses.Except as might be expressly provided otherwise herein or in 

any Transaction Document, each party shall pay its own expenses (including legal, accounting any Transaction Document, each party shall pay its own expenses (including legal, accounting 

investment banker, broker or finder's fees) incident to the negotiation and execution of this investment banker, broker or finder's fees) incident to the negotiation and execution of this 

Agreement and the Transaction Documents, and the performance of its obligations hereunder. Agreement and the Transaction Documents, and the performance of its obligations hereunder. 

Section 2.3. Waivers and Amendments. Anything to the contrary contained elsewhere Section 2.3. Waivers and Amendments. Anything to the contrary contained elsewhere 

in this Agreement, nothing in this Agreement governs, or modifies in any respect. the in this Agreement, nothing in this Agreement governs, or modifies in any respect. the 

requirements for amending any Core Agreement (or other Transaction Document that includes requirements for amending any Core Agreement (or other Transaction Document that includes 

definitions by reference to this Agreement), including with respect to any of the definitions definitions by reference to this Agreement), including with respect to any of the definitions 

included therein by reference to this Agreement. included therein by reference to this Agreement. 

Section 2.4. Counterparts; Facsimile Signatures. Section 2.4. Counterparts; Facsimile Signatures. 

(a) (a) This Agreement may be executed in any number of counterparts, each of This Agreement may be executed in any number of counterparts, each of 

which shall be an original and all of which together shall constitute one and the same instrument. which shall be an original and all of which together shall constitute one and the same instrument. 

It shall not be necessary for any counterpart to bear the signature of all parties hereto. It shall not be necessary for any counterpart to bear the signature of all parties hereto. 

(b) (b) This Agreement and any amendments hereto, to the extent signed and This 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 delivered by facsimile or other electronic means, shall be treated in all manner and respects as an 

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

were the original signed version thereof delivered in person. No signatory to this Agreement were the original signed version thereof delivered in person. No signatory to this Agreement 

shall raise the use of a facsimile machine or other electronic means to deliver a signature or the 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 fact that any signature or agreement was transmitted or communicated through the use of a

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

contract and each such Person forever waives any such defense. contract and each such Person forever waives any such defense. 

Section 2.5. Successors and Assigns. This Agreement shall be binding upon and inure Section 2.5. Successors and Assigns. This Agreement shall be binding upon and inure 

to the benefit of the parties hereto which have executed this Agreement and their respective to the benefit of the parties hereto which have executed this Agreement and their respective 

successors and assigns. Without limiting the generality of the preceding sentence, this successors and assigns. Without limiting the generality of the preceding sentence, this 

Agreement shall be binding on and inure to the benefit of (i) any successor "PMN Agent" under, Agreement shall be binding on and inure to the benefit of (i) any successor "PMN Agent" under, 

and in accordance with, the Reimbursement, Security and Guaranty Agreement, (ii) any and in accordance with, the Reimbursement, Security and Guaranty Agreement, (ii) any 

successor "Initial Member" under, and in accordance with, the LLC Operating Agreement and successor "Initial Member" under, and in accordance with, the LLC Operating Agreement and 

(iii) any successor "Private Owner" under, and in accordance with, the LLC Operating (iii) any successor "Private Owner" under, and in accordance with, the LLC Operating 

Agreement. Agreement. 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
Section 2.6. Compliance With Law; Severability. Section 2.6. Compliance With Law; Severability. 

(a) (a) Compliance With Law. Except as otherwise specifically provided herein, Compliance With Law. Except as otherwise specifically provided herein, 


each party to this Agreement shall obey and comply with all applicable Laws, as they may each party to this Agreement shall obey and comply with all applicable Laws, as they may 


pertain to such party's performance of its obligations hereunder. 
 pertain to such party's performance of its obligations hereunder.

(b) (b) Severability. Any provision of this Agreement that is prohibited or Severability. Any provision of this Agreement that is prohibited or 

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

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

particular Person or Persons and/or under any particular circumstance or circumstances, such particular Person or Persons and/or under any particular circumstance or circumstances, such

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

particular Person or Persons and/or under such particular circumstance or circumstances, as the particular Person or Persons and/or under such particular circumstance or circumstances, as the

case might be; (ii) without limitation of clause (i), such provision shall in any event be case might be; (ii) without limitation of clause (i), such provision shall in any event be 

ineffective only as to such jurisdiction and only to the extent of such prohibition or 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 unenforceability, and such prohibition or unenforceability in such jurisdiction shall not invalidate

or render unenforceable such provision in any other jurisdiction; and (iii) without limitation of or render unenforceable such provision in any other jurisdiction; and (iii) without limitation of 

clauses (i) or (ii), such ineffectiveness shall not invalidate any of the remaining provisions of this clauses (i) or (ii), such ineffectiveness shall not invalidate any of the remaining provisions of this 

Agreement. Without limitation of the preceding sentence, it is the intent of the parties to this Agreement. Without limitation of the preceding sentence, it is the intent of the parties to this 

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

provision of this Agreement is prohibited or unenforceable in any jurisdiction (because of the provision of this Agreement is prohibited or unenforceable in any jurisdiction (because of the

duration or scope (geographic or otherwise) of such provision, or for any other reason) such duration or scope (geographic or otherwise) of such provision, or for any other reason) such 

court shall have the power to, and shall, (I) modify such provision (including without limitation, court shall have the power to, and shall, (I) modify such provision (including without limitation, 

to the extent applicable, by limiting the duration or scope of such provision and/or the Persons to the extent applicable, by limiting the duration or scope of such provision and/or the Persons

against whom, and/or the circumstances under which, such provision shall be effective in such 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 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 (II) enforce such provision, as so modified, may then be enforced in such proceeding and (II) enforce such

provision, as so modified pursuant to clause (I), in such proceeding. provision, as so modified pursuant to clause (I), in such proceeding.

Section 2.7. Jurisdiction; Venue and Service. Section 2.7. Jurisdiction; Venue and Service. 

(a) (a) Each of (x) the Company, the Private Owner and the Bank, for itself and Each of (x) the Company, the Private Owner and the Bank, for itself and 

its Affiliates, and (y) the Initial Member, hereby irrevocably and unconditionally: its Affiliates, and (y) the Initial Member, hereby irrevocably and unconditionally: 

(i) (i) consents to the jurisdiction of the United States District Court for 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 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 the District of Columbia for any suit, action or proceeding against it or any of its Affiliates

commenced by the PMN Agent, the Initial Member, the Transferor or any Purchase Money commenced by the PMN Agent, the Initial Member, the Transferor or any Purchase Money 

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

Transaction Document, and waives any right to: Transaction Document, and waives any right to: 

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

court or dispute-resolution forum other than the court in which the PMN Agent, the Initial court or dispute-resolution forum other than the court in which the PMN Agent, the Initial 

Member, the Transferor, any Purchase Money Notes Guarantor, as applicable, files the suit, Member, the Transferor, any Purchase Money Notes Guarantor, as applicable, files the suit, 

action or proceeding without the consent of the PMN Agent, the Initial Member, the Transferor action or proceeding without the consent of the PMN Agent, the Initial Member, the Transferor 

or such Purchase Money Notes Guarantor, as applicable; or such Purchase Money Notes Guarantor, as applicable; 

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Agreement of Definitions Agreement of Definitions 

Version Version 3.1 3.1 

EXECUTION VERSION EXECUTION VERSION 
(2) (2) assert that venue is improper in either the United States assert that venue is improper in either the United States 

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

District of Columbia; or District of Columbia; or 

(3) (3) assert that the United States District Court for the Southern 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 District of New York or the United States District Court for the District of Columbia is an 

inconvenient forum; inconvenient forum; 

(ii) (ii) consents to the jurisdiction of the Supreme Court of the State of 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 New York for any suit, action or proceeding against it or any of its Affiliates commenced by the

PMN Agent, the Initial Member, the Transferor or any Purchase Money Notes Guarantor arising PMN Agent, the Initial Member, the Transferor or any Purchase Money Notes Guarantor arising 

out of, relating to, or in connection with this Agreement or any Transaction Document (other out of, relating to, or in connection with this Agreement or any Transaction Document (other 

than the LLC Operating Agreement), and waives any right to: than the LLC Operating Agreement), and waives any right to: 

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

other court or dispute-resolution forum without the consent of the PMN Agent, the Initial other court or dispute-resolution forum without the consent of the PMN Agent, the Initial 

Member, the Transferor or such Purchase Money Notes Guarantor, as applicable; Member, the Transferor or such Purchase Money Notes Guarantor, as applicable; 

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

State of New York, County of New York; or State of New York, County of New York; or 

(3) (3) assert that the Supreme Court of the State of New York, assert that the Supreme Court of the State of New York, 

County of New York, is an inconvenient forum; County of New York, is an inconvenient forum; 

(iii) (iii) agrees to bring any suit, action or proceeding by it or its Affiliate agrees to bring any suit, action or proceeding by it or its Affiliate 

against the PMN Agent, the Initial Member, the Transferor or any Purchase Money Notes against the PMN Agent, the Initial Member, the Transferor or any Purchase Money Notes 

Guarantor in only either the United States District Court for the Southern District of New York Guarantor 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 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 or transfer such suit, action or proceeding to any other court or dispute-resolution forum without 

the consent of the PMN Agent, the Initial Member, the Transferor or such Purchase Money the consent of the PMN Agent, the Initial Member, the Transferor or such Purchase Money 

Notes Guarantor, as applicable, and agrees to consent thereafter to transfer of the suit, action or Notes Guarantor, 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 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 PMN Agent, the United States District Court for the District of Columbia at the option of the PMN Agent, the

Initial Member, the Transferor or such Purchase Money Notes Guarantor, as applicable; and Initial Member, the Transferor or such Purchase Money Notes Guarantor, as applicable; and 

(iv) (iv) agrees, if the United States District Court for the Southern District 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 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 2.7(a)(iii), to bring that suit, jurisdiction to hear a suit, action or proceeding falling within Section 2.7(a)(iii), to bring that suit,

action or proceeding in only the Supreme Court of the State of New York, County of New York, action or proceeding in only the Supreme Court of the State of New York, County of New York, 

and waives any right to remove or transfer such suit, action or proceeding to any other court or 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 PMN Agent, the Initial Member, the dispute-resolution forum without the consent of the PMN Agent, the Initial Member, the 

Transferor or the relevant Purchase Money Notes Guarantor, as applicable. Transferor or the relevant Purchase Money Notes Guarantor, as applicable.

(b) (b) Each of (x) the Company, the Private Owner and the Bank, for itself and Each of (x) the Company, the Private Owner and the Bank, for itself and 

its Affiliates, and (y) the Initial Member, hereby irrevocably and unconditionally agrees that any its Affiliates, and (y) the Initial Member, hereby irrevocably and unconditionally agrees that any 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
final judgment entered against it in any suit, action or proceeding falling within Section 2.7(a) final judgment entered against it in any suit, action or proceeding falling within Section 2.7(a) 

may be enforced in any court of competent jurisdiction; may be enforced in any court of competent jurisdiction; 

(c) (c) Subject to the provisions of Section 2.7(d), each of (x) the Company, the Subject to the provisions of Section 2.7(d), each of (x) the Company, the 

Private Owner and the Bank, on behalf of itself and its Affiliates, and (y) the Initial Member, the Private Owner and the Bank, on behalf of itself and its Affiliates, and (y) the Initial Member, the 

Transferor, each Purchase Money Notes Gurantor and the PMN Agent, hereby irrevocably and Transferor, each Purchase Money Notes Gurantor and the PMN Agent, hereby irrevocably and

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

proceeding pursuant to Section 2.7(a) or Section 2.7(b) may be effected by the mailing of copies proceeding pursuant to Section 2.7(a) or Section 2.7(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 thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to 

Section 18.1 of the Custodial and Paying Agency Agreement or, in the case of the Transferor, Section 18.1 of the Custodial and Paying Agency Agreement or, in the case of the Transferor, 

Section 7.4 of the Contribution Agreement (in each case with copies to such other Persons as Section 7.4 of the Contribution Agreement (in each case with copies to such other Persons as 

specified therein); provided, however, that nothing contained in this Section 2.7(c) shall affect specified therein); provided, however, that nothing contained in this Section 2.7(c) shall affect 

the right of any party to serve process in any other manner permitted by Law; and the right of any party to serve process in any other manner permitted by Law; and

(d) (d) Nothing in this Section 2.7 shall constitute consent to jurisdiction in any Nothing in this Section 2.7 shall constitute consent to jurisdiction in any 

court by the FDIC, other than as expressly provided in Section 2.7(a)(iii) and Section 2.7(a)(iv), court by the FDIC, other than as expressly provided in Section 2.7(a)(iii) and Section 2.7(a)(iv), 

or in any way limit the FDIC's right to remove, transfer, seek to dismiss, or otherwise respond to 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. any suit, action, or proceeding against it in any forum. 

Section 2.8. Waiver of Jury Trial. EACH OF THE COMPANY, THE INITIAL Section 2.8. Waiver of Jury Trial. EACH OF THE COMPANY, THE INITIAL 

MEMBER, THE TRANSFEROR, THE PRIVATE OWNER, THE PMN AGENT AND THE MEMBER, THE TRANSFEROR, THE PRIVATE OWNER, THE PMN AGENT AND THE 

BANK HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT BANK HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT 

MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING 

TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED 

BEFORE A JUDGE SITTING WITHOUT A JURY. BEFORE A JUDGE SITTING WITHOUT A JURY. 

Section 2.9. Governing Law. EACH PARTY TO THIS AGREEMENT AGREES Section 2.9. Governing Law. EACH PARTY TO THIS AGREEMENT AGREES 

AND ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL AND ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL 

OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS AGREEMENT IS OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS AGREEMENT IS 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE 

STATE OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE STATE OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE 

THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS

AGREEMENT TO THE LAWS OF ANOTHER JURISDICTION, AND EACH PARTY TO AGREEMENT TO THE LAWS OF ANOTHER JURISDICTION, AND EACH PARTY TO 

THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM

TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS 

AGREEMENT. NOTHING IN THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL AGREEMENT. NOTHING IN THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL 

ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

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CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Definitions Agreement of Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
IN WITNESS WHEREOF, the paries have caused this Agreement to be executed by 

their respective officers or agents thereunto duly authorized on the date first above wrtten. 

Transferor 

FEDERAL DEPOSIT INSURNCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR THE FAILED BANKS, as 

Transferor 

By:
 

Name: Heidi . verberg
 

Title: Senior Capital Markets Specialist
 

Initial Member 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR THE FAILED BANKS, as 

Initial Member 

By:
 

Name: H i Silverberg
 

Title: Senior Capital Markets Specialist
 

Company 

CRE VENTURE 2011-1, LLC 

By: Federal Deposit Insurance Corporation in its 

capacity as Receiver for the Failed Banks, as Sole 

Member and Manager 

By: .
 Name: eidi Silverberg 

Title: Senior Capital Markets Specialist
 

(Signature Page to Agreement of 
 Definitions - Page i of2J

eRE Venture 2011-1 Structured Transaction 

Agreement of Definitions 

Version 3_ l 

EXECUTION VERSION
 
Private Owner 

COLFIN 2011 CRE FUNDING, LLC, a Delaware 

limited liability company 

By: 

Name: 

Title: Vice President
 

Paying Agent and Custodian 

WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Paying Agent and Custodian 

By: 

Name: Amy H. Mofsenson 

Title: Vice President
 

PMN Agent 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR THE FAILED BANKS, as PMN 

Agent 

By: 

Name: Heidi Silverberg 

Title: Senior Capital Markets Specialist
 

(Signature Page to Agreement of Definitions - Page 2 of 2) 

eRE Venture 201 I-I Struetured Transaction 

Agreement of Definitions 

Version 3. i 

EXECUTION VERSION
 
Private Owner 

FIN 2011 CRE FUNDING, LLC, a Delaware 

limited liability company 

COL 

By: 

Name: 

Title: Vice President
 

Paying Agent and Custodian 

WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Paying Agent and Custodian 

By: 

Name: Amy H. Mofsenson 

Title: Vice President
 

PMN Agent 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR THE FAILED BANKS, as PMN 

Agent 

By: 

Name: Heidi Silverberg 

Title: Senior Capital Markets Specialist
 

(Signature Page to Agreement of Definitions - Page 2 of2J 

CRE Venture 201 I-I Structured Transaction 

Agreement of DeJînitions 

Verson 31 

EXECUTION VERSION 
Private Owner 

COLFIN 2011 CRE FUNDING, LLC, a Delaware 

limited liability company 

B 

Paying Agent and Custodian 

WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Paying Agent and Custodian 

By: 

Name: Amy H. Mofsenson 

Title: Vice President
 

PMN Agent 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR THE FAILED BANKS, as PMN 

Agent 

By: 

Name: Heidi Silverberg 

Title: Senior Capital Markets Specialist
 

(Signature Page to Agreement of Definitions - Page 2 of 2) 

eRE Venture 201 I-I Structured Transaction 

Agreement of Definitions 

Version 3.1 

EXECUTION VERSION
 
SCHEDULE SCHEDULE 

List of Various Failed Financial Institutions List of Various Failed Financial Institutions 

CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Bank Name Bank Name State Fund Closing Date Closing Date 

Community Bank Of Nevada Community Bank Of Nevada NVNV 10100 10100 August 14, 2009 August 14, 2009 

Dwelling House Savings & Loan Dwelling House Savings & Loan PAPA 10104 10104 August 14, 2009 2009 

Irwin Union Bank & Trust Co. Irwin Union Bank & Trust Co. ININ 10120 10120 September 18, 2009 September 18, 2009 

Irwin Union, FSB Irwin Union, FSB ININ 10121 10121 September 18, 2009 September 18, 2009 

Warren Bank Warren Bank MI MI 10125 10125 October 2, 2009 October 2, 2009 

Hillcrest Bank Florida Hillcrest Bank Florida FLFL 10131 10131 October 23, 2009 October 23, 2009 

Republic Federal Bank, NA Republic Federal Bank, NA FLFL 10158 10158 December 11, 2009 December 11, 2009 

Citizens State Bank Citizens State Bank MI MI 10162 10162 December 18, 2009 December 18, 2009

RockBridge Commercial Bank RockBridge Commercial Bank GAGA 10164 10164 December 18, 2009 December 18, 2009

Independent Bankers' Bank Independent Bankers' Bank ILIL 10166 10166 December 18, 2009 December 18, 2009 

Barnes Banking Company Barnes Banking Company UTUT 10171 10171 January 15, 2010 January 15, 2010 

Carson River Community Bank Carson River Community Bank NVNV 10188 10188 February 26, 2010 February 26, 2010 

Waterfield Bank Waterfield Bank MD MD 10190 10190 March 5, 2010 March 5, 2010 

Centennial Bank Centeimial Bank UTUT 10193 10193 March 5, 2010

Desert Hills Bank Desert Hills Bank AZ AZ 10205 10205 March 26, 2010 March 26, 2010 

Lakeside Community Bank Lakeside Community Bank MI MI 10215 10215 April 16, 2010 April 16, 2010 

Riverside National Bank of Florida Riverside National Bank of Florida FLFL 10216 10216 April 16, 2010 April 16, 2010 

Citizens Bank Trust Co. Chicago Citizens Bank Trust Co. Chicago ILIL 10220 10220 April 23, 2010 April 23, 2010 

Lincoln Park Savings Bank Lincoln Park Savings Bank ILIL 10221 10221 April 23, 2010 April 23, 2010 

Wheatland Bank Wheatland Bank IlII 10224 10224 April 23, 2010 April 23, 2010 

The Bank Of Bonifay The Bank Of Bonifay FLFL 10234 10234 May 7, 2010 May 7, 2010

First National Bank First National Bank GAGA 10251 10251 June 25, 2010 June 25, 2010

Ideal Federal Savings Bank Ideal Federal Savings Bank MD MD 10257 10257 July 9, 2010 July 9, 2010

Crescent Bank and Trust Company Crescent Bank and Trust Company GAGA 10265 10265 July 23, 2010 July 23, 2010

SouthwestUSA Bank SouthwestUSA Bank NVNV 10267 10267 July 23, 2010 July 23, 2010

LibertyBank LibertyBank OROR 10273 10273 July 30, 2010 July 30, 2010 

The Cowlitz Bank The Cowlitz Bank WA WA 10275 10275 July 30, 2010 July 30, 2010

Ravenswood Bank Ravenswood Bank ILIL 10276 10276 August 6, 2010 August 6, 2010 

Maritime Savings Bank Maritime Savings Bank WI WI 10291 10291 September September 17, 2010 17, 2010

Shoreline Bank Shoreline Bank WA WA 10295 10295 October October1, 1 2010 2010 

Wakulla Bank Wakulla Bank FL FL 10296 10296 October 1, 2010 October I, 2010 

Premier Bank Premier Bank MO MO 10297 10297 October 15, 2010 October 15, 2010 

Security Savings Bank, FSB Security Savings Bank, FSB KSKS 10298 10298 October October 15, 2010 15, 2010

The Gordon Bank The Gordon Bank GAGA 10305 10305 October 22, 2010 October 22, 2010 

First Arizona Savings A FSB First Arizona Savings A FSB AZAZ 10306 10306 October 22, 2010 October 22, 2010 

K Bank K Bank MD MD 10308 10308 November 5, 2010 November 5, 2010 

CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Common Definitions Agreement of Common Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION 
First Banking Center First Banking Center WI WI 10315 10315 November 19, 2010 November 19, 2010 

Earthstar Bank Earthstar Bank PAPA 10317 10317 December 10, 2010 December 10, 2010 

The Bank Of Miami, NA The Bank Of Miami, NA FLFL 10324 10324 December 17, 2010 December 17, 2010 

Enterprise Banking Company Enterprise Banking Company GAGA 10329 10329 January 21, 2011 January 21, 2011 

American Trust Bank American Trust Bank GAGA 10336 10336 February 4, 2011 February 4, 2011 

Charter Oak Bank Charter Oak Bank CACA 10343 10343 February 18, 2011 February 18, 2011

CRE Venture 2011-1 Structured Transaction CRE Venture 2011-1 Structured Transaction 

Agreement of Common Definitions Agreement of Common Definitions 

Version 3.1 Version 3.1 

EXECUTION VERSION EXECUTION VERSION