2011-SIP-1 RADC Structured Transaction 

Executed Copy 

AGREEMENT OF DEFINITIONS - 2011-SIP-1 RADC STRUCTURED TRANSACTION 


Dated as of August 4, 2011 


2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
TABLE OF CONTENTS 


ARTICLE I Certain Definitions .................................................................................................. 1 


Section 1.1 Definitions................................................................................................................ 1 


Section 1.2 Rules of Construction ............................................................................................63 


ARTICLE II Miscellaneous ....................................................................................................... 63 


Section 2.1 Enforceability of this Agreement.. ......................................................................... 63 


Section 2.2 Expenses ................................................................................................................63 


Section 2.3 Waivers and Amendments .....................................................................................63 


Section 2.4 Counterparts; Facsimile Signatures .......................................................................63 


Section 2.5 Successors and Assigns ..........................................................................................64 


Section 2.6 Compliance With Law; Severability ......................................................................64 


Section 2.7 Jurisdiction; Venue and Service .............................................................................64 


Section 2.8 Waiver of Jury Tria1.. ............................................................................................. 66 


Section 2.9 Governing Law ......................................................................................................66 


2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
AGREEl\1ENT OF DEFINITIONS- 2011-SIP-1 RADC STRUCTURED TRANSACTION 

THIS AGREEMENT OF DEFINITIONS 2011-SIP-1 RADC STRUCTURED 

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

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

and among: (i) the Federal Deposit Insurance Corporation in its capacity as the Receiver, as the 

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

Insurance Corporation in its capacity as the Receiver, as the "Initial Member" as defined herein 

(in such capacity, the "Initial Member"); (ii) HRC SVC Pool II Acquisition LLC, a Delaware 

limited liability company (the "Private Owner"); (iii) 20 11-SIP-1 RADC Venture, LLC, a 

Delaware limited liability company (the "Company"); and (iv) Wells Fargo Bank N.A., a 

national banking association (the "Bank"). All capitalized terms used herein (and that are 

defined herein) shall have the meanings and definitions set forth in this Agreement. 

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

Agreement; 

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

that certain Private Owner Interest Sale Agreement; 

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

that certain LLC Operating Agreement; 

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 

definitions of capitalized terms in the Core Agreements. 

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 

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

agrees as follows: 

ARTICLE I 


Certain Definitions 


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 

respectively set forth. 

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

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

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"Acceptable Rating" 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 

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, a division of The McGraw-Hill 

Companies, Inc., (ii) a rating of Level 3 Servicer 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. 

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

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

schedules, and loan servicing system records of the Receiver. 

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

"Acquired Property" means, collectively, 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 

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

the 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 

Receiver, the 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, the Failed Bank, the Company or 

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 

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

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 

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

Receiver, the 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 

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

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 

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 

favor of the Receiver, the 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 

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

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

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

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

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

is located to convey fee title. 

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"Acquired Property Files" 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 

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 

(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 

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 

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 

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 

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 

.c.u.cA.l 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 

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 

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 

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 

that is subject to a lease, 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 

document. 

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

included in the Acquired Property. 

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

"Action" 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 

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 

equity, or (ii) any arbitration proceeding. 

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

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 

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

initially meet the foregoing requirements solely through either ill or iill. above (and not a 

combination thereof), and that such determination with respect to ill or iill. above shall be as 

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 

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

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

Section 3 .13( d) 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 

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 

Letter of Credit. 

"Additional Security Substitution Fee" 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 

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. 

"Adjusted Capital Account 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 

giving effect to the following adjustments: 

(A) 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 

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

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

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

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

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

consistently therewith. 

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

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

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

"Adjusted 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 

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, 

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 

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 

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. 

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

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 

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 

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

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(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 

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 

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

"Adjustment Percentage" 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 

Unpaid Principal Balance of such Asset. 

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

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

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

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

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

Agreement. 

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

the form of Attachment D to the Contribution Agreement. 

"Mfiliate" 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) 

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 

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, 

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 

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 

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

Transferor, the FDIC or any Affiliate (for this purpose determined disregarding clauses (ii), (iii) 

and (iy} 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 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," (B) 

Section lO.l(s) of the LLC Operating Agreement and (C) any Specified Parent/Owner 

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

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

Agencies. 

"Agreement of Definitions" means this Agreement. 

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

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"Appraisal" 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 

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 

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 

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 

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 

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 

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 

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

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 

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

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 

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

obtained). 

"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 the most 

recent Appraisal obtained pursuant to Section 12.17 of the LLC Operating Agreement or any 

other applicable provision of the Transaction Documents permitting or requiring such Appraisal. 

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

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 

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 

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

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 

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

"Asset File" 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 

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 

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

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 

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 

product privilege. 

"Asset Management" 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 

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 

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 

(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 

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 

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 

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

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

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

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 

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 

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 

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 

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 

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 

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

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 

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 

described in the foregoing clauses (i) through .(y} while held in the Collection Account or any 

other account (other than the Working Capital Reserve Account); provided, however, that, with 

respect to proceeds of any 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 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 

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amounts required to be deposited m 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 

separately defined). 

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

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 

Company to the Custodian pursuant to Section 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 

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 

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 

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

Custodial Documents were released. 

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

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

to the Contribution Agreement. 

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

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

"Assumed 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 

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 

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

amendment of a complaint, counterclaim or otherwise). 

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

and Paying Agency Agreement. 

"Authorized Representative" 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 

Custodial and Paying Agency Agreement. 

"Bank" means Wells Fargo Bank, a national banking association. 

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

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. 

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

Agreement. 

"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 

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

"Book Value" 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 

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

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

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

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 Capital 

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

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 

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

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

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 

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. 

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

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

7.7 of the LLC Operating Agreement. 

"Bulk Sale" 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) 

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 

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 

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 

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). 

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 

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. 

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

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

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"Business Day" 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 

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 

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. 

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

Agreement. 

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

Agreement. 

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

Operating Agreement. 

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

Agreement. 

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

Operating Agreement. 

"Capital Account" 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 

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

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

elsewhere in the LLC Operating Agreement. 

"Capital Contribution" 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 

Contribution Agreement, or the LLC Operating Agreement. 

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

Custodial and Paying Agency Agreement. 

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

Agreement. 

"Change of Control" means: 

(a) with respect to the Private Owner: 

(i) 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 

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 

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

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
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; 

(ii) 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 

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, 

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 

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; 

(iii) (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 

(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 

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 

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 

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; 

(iv) [intentionally omitted]; or 

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

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

included in the Private Owner's Specified Parent, or (B) if such Specified Parent has more than 

one Ultimate Parent Entity, such Ultimate Parent Entities, collectively) for any reason failing or 

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

or (y) the Ultimate Parent Entity of the Private Owner's Specified Parent (or (A) if such 

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

included in the Private Owner's Specified Parent, or (B) if such Specified Parent has more than 

one Ultimate Parent Entity, any such Ultimate Parent Entity) for any reason 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, 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 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 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 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 Closing (or, in the case of any 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
Person becoming a Specified Parent after the Closing pursuant to clause (i)(y) of the definition of 

such term, as of the date such Person so became a Specified Parent); and 

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

(i) 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 

(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 

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 

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

(ii) 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 

Change of Control with respect to the Private Owner. 

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

Agreement. 

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

Section 17A of the Exchange Act. 

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

Owner Interest Sale Agreement. 

"Closing Date" means August 4, 2011. 

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

that is pending against the Receiver and/or the 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 

in which the Receiver and/or the 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 

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

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

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

"Collateral'' 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 

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. 

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

Paying Agency Agreement. 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
"Collateral Document" 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, 

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 

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 

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

Property. 

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

"Collection Account" pursuant to Section 3 .l(a) of the Custodial and Paying Agency Agreement. 

"Company" means 20 11-SIP-1 RADC Venture, LLC, a Delaware limited liability 

company. 

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

Working Capital Reserve Account and the Horizontal Development Account. 

"Company Acquired Property" 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, 

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 

indirectly by any such Ownership Entity. 

"Company Delivered Custodial Documents" has the meaning set forth in Section 6.1(a) 

of the Custodial and Paying Agency Agreement. 

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

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 

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. 

"Confidentiality Agreement" means each Structured Transaction Confidentiality 

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 

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

joinder). 

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

Operating Agreement. 

"Contract for Deed" 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 

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

contract. 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
"Contribution Agreement" means the Asset Contribution Agreement dated as of the 

Closing Date by and between the Transferor and the Company. 

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

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 

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

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

Interest Sale Agreement, the LLC Operating Agreement, and the Custodial and Paying Agency 

Agreement. 

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

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

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

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

Agreement that is acceptable to the Initial Member. 

"Custodial Delivery Failure" has the meaning set forth m Section 13 .1( c) of the 

Custodial and Paying Agency Agreement. 

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

Paying Agency Agreement. 

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

acceptable to the Company detailing, with respect to any Asset 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 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. 

"Custodian" 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 

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

unreasonably withheld, delayed or conditioned. 

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

and the Paying Agent. 

"Custodian and Paying Agent Report" has the meaning set forth in Section 1l.l(a) of 

the Custodial and Paying Agency Agreement. 

"Customer Information" 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. 

"Cut-Off Date" means as of the close of business on June 24, 2011. 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
"Cut-Off Date Unpaid Principal Balance" 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 

Asset Schedule. 

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

(ii) 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 

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 

satisfactory to the Initial Member) arising in the ordinary course of business), (iii) 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 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 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 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 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 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 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 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 (vii) above in respect of which such 

Person has entered into or issued any Guarantee. 

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

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

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 

affecting the rights of creditors generally. 

"Default" has, for purposes of any Transaction Document m which it IS used, the 

meaning set forth in such Transaction Document. 

"Defaulted Loan" 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 

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

Loan. 

"Deficiency Balance" 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 

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 

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

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201l·SIP-l RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
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 

parenthetical)). 

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

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

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

respective successors. 

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

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

ownership interest in such Person. 

"Discretionary Funding Advance" has the meaning set forth in Section 5.4 of the LLC 

Operating Agreement. 

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

to insufficient funds or a stop payment order. 

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

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

LLC 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 

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 

(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 

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 

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

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

of determining a particular amount: 

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 

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 

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

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2011-SIP-l RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
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 

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 

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 

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 

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; provided, that if either 

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 

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 

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

jurisdiction in the premises. 

"Dissolution Event" 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 

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 

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 

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 

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

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

Agreement. 

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

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

Agreement. 

"Distribution Date" 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 August 25, 2011. 

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

"Due Period" 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 

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 

Distribution Date occurs. 

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2011-SIP-l RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
"Earnest Money Deposit" has the meaning set forth in the Recitals of the Private Owner 

Interest Sale Agreement. 

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

Exhibit B to the Servicing Agreement. 

"Eligible Account" 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 

benefit of the Company. 

"Eligible Institution" 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 

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

Institution if the Initial Member provides a written consent (which may be withheld at the Initial 

Member'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 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 be an 

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

receipt of such notice. 

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

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 

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 

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

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 

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 

indirectly, is prohibited by or in violation of Law. 

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

"Environmental Hazard" 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 

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 

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 

(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 

applicable Law. 

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

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

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
percentage ownership interest of the Private Owner (expressed as a decimal, with 100% being 

equal to 1.0). 

"ERISA" 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. 

"ERISA Plan Assets" 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 

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

"Escrow 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 

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 

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 for deposit of Escrow Payments 

received in respect of one or more Assets, and in either case includes, but is not limited to, all socalled "lockbox" accounts maintained by the Failed Bank or the Company under the terms of any 

Asset Documents and any other accounts maintained by the Failed Bank or the Company under 

the Asset Documents for amounts deposited or required to be deposited therein by the applicable 

Borrower. 

"Escrow Advance" 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 

using funds in an Escrow Account for an Asset. 

"Escrow Balance" 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. 

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

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

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, 

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 

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

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

agent with respect to any Asset. 

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

such Transaction Document; provided, however, that, as used in the Servicing Agreement or the 

Private Owner Pledged Account Control Agreement, except as otherwise expressly provided 

therein, the term "Event of Default" has the meaning set forth in the LLC Operating Agreement. 

"Exception" 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 

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

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2011-SIP-l RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
meet the applicable requirements set forth in Section 6.1( c) of the Custodial and Paying Agency 

Agreement or in the Review Criteria. 

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

Contribution Agreement. 

"Excess Principal" has the meaning set forth m Section 2.4(c) of the Contribution 

Agreement. 

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

Operating Agreement. 

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

"Excluded Expenses" means any of the following: 

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

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

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

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

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

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 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 clause (ii) solely as a result of 

such Servicer or Subservicer being an Affiliate of the Manager or the Company, in the case of 

each of ill and W so long as such amounts would otherwise constitute Servicing Expenses but 

for application of this clause (ii); 

(iii) 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 

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 

by the Initial Member; and (y) in connection with the marketing or sale of any Acquired Property 

or any portion thereof on an individual basis; 

(iv) 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 

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 

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 

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 

manner; 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
(v) any interest on any amounts paid by any Person with respect to any 

Servicing Expenses, Interim Servicing Expenses or Pre-Approved Charges; 

(vi) any overhead or administrative costs (whether or not attributable to 

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 

Tax Matters Member, the Company, the Servicer or any Subservicer to comply with Section 4.3, 

Section 7.2, Section 7.3, Section 7.4, Section 7.5, Section 7.6(a) and Section 7.7 of the LLC 

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 

Company in lieu of performance of the same by employees of the Manager), in each case other 

than Reimbursable Company Administrative Expenses; 

(vii) any servicing, management (including property management) or 

similar fees paid to the Servicer, any Subservicer or any other Person, provided, that property 

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 

included in this clause (vii); 

(viii) 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 

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 

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, 

foreclosure or similar legal or MERS requirements shall not be considered a voluntary removal 

for purposes of this clause; or 

(ix) 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 

be included in its Subservicing Agreement pursuant to Section 4.2 of the Servicing Agreement or 

Section 12.1(b) of the LLC Operating Agreement; or 

(x) any other amounts expressly designated as "Excluded Expenses" 

pursuant to the Transaction Documents. 

"Excluded Liabilities Litigation" has the meaning set forth in Section 4.5(a)(i) of the 

Contribution Agreement. 

"Excluded Liabilities" means: 

(a) 	 solely with respect to clause (a) of the definition of the term "Obligations", all 

Liabilities of the 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 

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 the Failed Bank and/or 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
the Receiver under such Transferred Contract, or a tort, willful misconduct, fraud 

or a violation of Law by the Failed Bank and/or the Receiver; provided, however, 

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 

overdue (but solely excludes any Liability of the Failed Bank and/or the Receiver 

for damages or other remedies (at law or in equity) for any breach of any such 

Liability occurring prior to the Cut-Off Date); 

(b) 	 any Liability under any Transferor Loan-Servicing Contract; and 

(c) 	 all Liabilities of the Failed Bank or the Receiver as of the Closing Date other than 

the Obligations. 

"Excluded Liability Company Action" means any Action commenced against the 

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 

respect of a Liability asserted against the Receiver and/or the Failed Bank in any Assumed 

Closing Date Asset Litigation shall constitute an Excluded Liability Company Action. 

"Excluded Liability Company Claim" means any Excluded Liability that is asserted 

against the Company in an Excluded Liability Company Action, provided, for the avoidance of 

doubt, that no claim against the Company in respect of a Liability asserted against the Receiver 

and/or the Failed Bank in any Assumed Closing Date Asset Litigation shall constitute an 

Excluded Liability Company Claim. 

"Exempt Taxes" 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 

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 

(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 

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 

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 

effect before the Receiver acquired an interest in such Receiver Acquired. 

"Existing Servicer" means a Person (including the Receiver) acting as servicer for any 

Asset as of the Cut-Off Date. 

"Failed Bank" means FirsTier Bank, Louisville, Colorado. 

"Fair Market Value" 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 

by the Manager after consultation with the Initial Member; provided, however, that (i) the initial 

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 

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2011-SIP-1 RADC Structured Tmnsaction 

Agreement of Definitions 

Version 3.1 
Contribution made by the Initial Member shall be based on the Private Owner Interest Sale Price, 

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. 

"Fannie Mae" means the Federal National Mortgage Association of the United States, or 

any successor thereto. 

"Fannie Mae Guidelines" 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 

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 

thereto), including all applicable lender memos issued by Fannie Mae in connection therewith. 

"FDIA" means the Federal Deposit Insurance Act, as the same may be amended or 

modified from time to time. 

"FDIC" means the Federal Deposit Insurance Corporation, m any capacity (for the 

avoidance of doubt, present or future). 

"FDIC Legal Powers" 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) 

and 1825), the National Bank Act (including 12 U.S.C. §§ 91 and 191, et seq.), applicable state 

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 

financial institution receivers and their assignees (for example, the D'Oench Doctrine (if 

applicable), involuntary assignee protection, etc.). 

"FDIC Power of Attorney" 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 

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) 

under, or otherwise in connection with the transactions contemplated by, any Transaction 

Document (including in the discretion of the Transferor or the FDIC). 

"Federal Reserve District" means one of the twelve districts represented by a regional 

Federal Reserve Bank. 

"Final Distribution" means the distribution of all remammg Asset Proceeds in 

accordance with the applicable terms of the LLC Operating Agreement and the Custodial and 

Paying Agency Agreement after liquidation of all of the Assets and related Collateral (including 

Acquired REO Property) following the dissolution of the Company. 

"Final Distribution Date" means the date of the Final Distribution. 

"Fiscal Year" means the fiscal year of the Company and its Subsidiaries beginning on 

January 1 and ending on December 31 of each calendar year. 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
"Foreign Asset" means an Asset with respect to which the Borrower or any of the 

Collateral is located in any Foreign Jurisdiction. 

"Foreign Jurisdiction" means any jurisdiction other than the United States, and any 

subdivision of or in such other jurisdiction. 

"Funding Draw" means any principal advance made to a Borrower after the Closing 

Date under a Loan pursuant to the terms of the applicable Asset Documents. 

"GAAP" means United States generally accepted accounting principles as in effect from 

time to time. 

"Governmental Authority" means (i) any United States or non-United States national, 

federal, state, local, municipal, provincial or international government or any political 

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). 

"Ground Lease" means a ground lease or other lease. 

"Group of Assets" means all Assets that, as of the Cut-Off Date, are serviced by the 

same Existing Servicer. 

"Guarantee" 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 

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 

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 

supply funds for the payment or purchase of such indebtedness or other obligation, (B) 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 

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 

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 

(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 

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 

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. 

"HFSH Act" means the Helping Families Save Their Home Act of 2009. 

"Horizontal Development" means, with respect to any Acquired REO Property, 

construction or design work in connection with (i) the remediation of an environmental condition 

existing at such Acquired REO Property prior to the commencement of Vertical Development, 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
(ii) the design and planning related to the construction of the infrastructure and the Vertical 

Development, including but not limited to work necessary to (a) change any zoning classification 

of any portion of such Acquired REO Property, (b) seek any variance under any existing zoning 

ordinance that could result in the use of such Acquired REO Property becoming a nonconforming use under any zoning ordinance or any other applicable land use law, rule or 

regulation, (c) allow any portion of such Acquired REO Property to be used in any manner that 

could result in the use of such Acquired REO Property becoming a non-conforming use under 

any zoning ordinance or any other applicable land use law, rule or regulation, (d) obtain any 

entitlements or other permits necessary to perform construction on such Acquired REO Property, 

(iii) the construction of the infrastructure related to such Acquired REO Property, which shall 

include without limitation cutting the roads, installing the utilities (including without limitation, 

pipelines for water, crude oil, slurry and sewer, power lines, cable television lines and other 

telecommunication lines, bridges and tunnels), waterways, port facilities, networks for irrigation 

sanitation and sewage, paving the roads, railway tracks, signaling system, stations, sidewalks and 

gutters, and (iv) performing any demolition or site-clearing work necessary to commence 

Vertical Development; provided, however, to the extent not specified herein, "Horizontal 

Development" may include such other work as may be expressly approved by the Initial Member 

in connection with the approval of an applicable Horizontal Development Plan. 

"Horizontal Development Account" means the segregated trust or custodial account 

designated as the "Horizontal Development Account" pursuant to Section 3.5(a) of the Custodial 

and Paying Agency Agreement. 

"Horizontal Development Account Deposit" has the meaning set forth in the Private 

Owner Interest Sale Agreement. 

"Horizontal Development Approval Request" has the meaning set forth in Section 

12.13(c) of the LLC Operating Agreement. 

"Horizontal Development Contribution" means each capital contribution made by the 

Initial Member (in the amount of the Initial Member Horizontal Development Account Deposit) 

or the Private Owner (in the amount of the Private Owner Horizontal Development Account 

Deposit) on the Closing Date to fund Horizontal Development Account. 

"Horizontal Development Plan" means, with respect to any Acquired REO Property, a 

specific development plan for Horizontal Development of such Acquired REO Property, 

including a detailed scope of proposed development, time line and budget. 

"Immediate Family Member" means, with respect to any individual, his or her spouse, 

parents, parents-in-law, grandparents, descendants, nephews, nieces, brothers, sisters, brothersin-law, sisters-in-law, children (whether natural or adopted), children-in-law, stepchildren, 

grandchildren and grandchildren-in-law. 

"Incentive Threshold Event" has the meaning set forth in Section 6.6(b)(iii) of the LLC 

Operating Agreement. 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
"Indemnified Parties" has, (i) for purposes of the LLC Operating Agreement, the 

meaning given therein, and (ii) for purposes of the Contribution Agreement, the meaning given 

therein. 

"Initial Member" means the Person(s) from time to time constituting the "Initial 

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 

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 

and/or as the Transferor, as applicable. 

"Initial Member Capital Contribution" has the meaning set forth in Section 2.3(a)(i) of 

the LLC Operating Agreement. 

"Initial Member Horizontal Development Account Deposit" has the meaning set forth 

in the Private Owner Interest Sale Agreement. 

"Initial Member Interest" 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, 

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 

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 

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 

its capacity as the Transferor. 

"Initial Member Related Person" means the Initial Member and any other Related 

Person with respect to the Initial Member. 

"Initial Member WCR Account Deposit" has the meaning set forth in the Private 

Owner Interest Sale Agreement. 

"Insolvency Event" means, with respect to any specified Person, the occurrence of any 

of the following events: 

(i) the specified Person makes an assignment for the benefit of 

creditors; 

(ii) the specified Person files a voluntary petition for relief in any 

Insolvency Proceeding; 

(iii) the specified Person is adjudged bankrupt or insolvent or there is 

entered against the specified Person an order for relief in any Insolvency Proceeding; 

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20ll-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
(iv) the specified Person files a petitiOn or answer seeking for the 

specified Person any reorganization, arrangement, composition, readjustment, liquidation, 

dissolution, or similar relief under any Law; 

(v) the specified Person seeks, consents to, or acquiesces in the 

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. 

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 

continues undischarged and unstayed for forty-five calendar days; 

(vi) 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 

proceeding described in clauses (i) through (y}; 

(vii) the specified Person becomes unable to pay its obligations as they 

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 

(viii) (A) at least sixty days have passed following the commencement 

of any proceeding against the specified Person seeking reorganization, arrangement, composition, 

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 

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 

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 

vacated. 

"Insolvency Proceeding" means any proceeding under Title 11 of the United States 

Code (11 U.S.C. §§101, et seq.) or any proceeding under any other Debtor Relief Law. 

"Intellectual Property" means all United States or foreign intellectual and similar 

property of every kind and nature, including, without limitation, inventions, designs, patents, 

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 

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 

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 

receive all proceeds and damages therefrom. 

"Interim Management Fee" means, with respect to each Due Period commencing 

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 

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 

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2011-SIP-l RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
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 

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 

disregarded. 

"Interim Servicing Expenses" means all out-of-pocket fees, costs, expenses and 

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 

item (iv) below, the management of the Company and the Ownership Entities, incurred during, 

or in connection with applicable exercise of rights or performance of applicable obligations with 

respect to, any Interim Servicing Period (or, for purposes of item (vii) below, as may 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 pursuant to 

item (vii) 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 either case, 

pursuant to the applicable Note or any other Asset Documents, including Escrow Advances, (ii) 

any and 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 relating thereto, 

including Taxes, insurance premiums (including forced place insurance 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 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 REO Property), appraisal 

(including for any required Appraisal), leasing (including tenant 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 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) 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 Operating Agreement), to the 

extent not covered by any of clauses (i) through .(iy}, legal fees and 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 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 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 

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 

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 

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 

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 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
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 

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 

Member, (vi) subject to Section 4.6 of the LLC Operating 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 bankruptcy action) included in the Obligations and 

assumed pursuant to Section 4.5(a), Section 4.5(b) or Section 4.6 of the Contribution Agreement, 

but only to the extent incurred from and after the Closing, (vii) amounts required for the 

Company to discharge (in accordance with the Transaction Documents) the Obligations as they 

become due, and to make applicable indemnification and/or reimbursement payments (other than 

for Pre-Approved Charges) owing by the Company to the Initial Member, the Transferor or any 

other Indemnified Party under the Transaction Documents, and (viii) Required Funding Draws or 

other advances required or permitted to be made to any Borrower (and any advances to the 

Company for making the same). 

"Interim Servicing Fee" means, with respect to each Due Period during the Interim 

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 

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 

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 

which fee 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 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) 0.5%, and by (z) a fraction, the 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 determined by 

multiplying (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) 0.5%, and by (z) a fraction, the numerator of which 

is the number of days in the respective Due Period and the denominator of which is three 

hundred and sixty. 

"Interim Servicing 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 

the Servicing Transfer Date for such Group of Assets. 

"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended. 

"Interpretive Statement" 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 

involves interpreting the FDIA or any FDIC Legal Power. 

"Investment Company Act" means the Investment Company Act of 1940, as amended 

from time to time. 

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20ll-SIP-l RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
"Issuing Bank" means, with respect to any Qualifying Letter of Credit, the applicable 

issuing bank. 

"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 

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). 

"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 

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). 

"Law" means any applicable statute, law, ordinance, regulation, rule, code, injunction, 

judgment, decree or order (including any executive order) of any Governmental Authority. 

"LC Reissuance/Extension Failure" 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 

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 

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 

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 

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 

Credit) or (y) completed an exercise of its right to substitute such Qualifying Letter of Credit 

with Qualifying Cash Collateral pursuant to Section 3.13(d) of the LLC Operating Agreement 

(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 

right to substitute pursuant to Section 3.13(d) shall be deemed to exist for substitution of such 

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. 

"Liabilities" 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 

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 

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, 

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" 

doctrines, infringement or misappropriation of intellectual property rights, breach of fiduciary 

duty, violation of Law or any other legal or equitable theory. 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
"LIBOR Business Day" 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 

Eurodollar market. 

"LIBOR Rate" means, with respect to each calendar month (and for purposes of 

calculating interest accrued on Discretionary Funding Advances and any other amounts (to 

which the LIBOR Rate is applicable in accordance 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 commercially available source providing such 

quotations as selected by the Initial Member (with respect to Discretionary Funding Advances) 

from time to 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, adjusted for statutory reserve requirements for Eurocurrency liabilities. 

"Lien" 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 

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. 

"limited liability company interest" has the meaning ascribed to such term in the Act. 

"Limited Power of Attorney" means the Limited Power of Attorney in the form of 

Attachment J to the Contribution Agreement. 

"Litigation Substitution Deadline Date" means, with respect to any particular Closing 

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 

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 

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 

Transferor and the Company (each acting in their discretion). 

"LLC Interest" 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 

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 

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 

(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 

(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 

or the Management Fee)). 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
"LLC Operating Agreement" means the Amended and Restated Limited Liability 

Company Operating Agreement dated as of the Closing Date, by and among the Initial Member, 

the Private Owner and the Company. 

"Loan" 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 

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 

Receiver, the Failed Bank, the Company or any Ownership Entity in or under the Collateral and 

Collateral Documents; (iii) all rights of the Receiver, the Failed Bank or the Company under the 

Related Agreements and Asset Documents; (iv) all rights of the Receiver, the Failed Bank or the 

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 

Receiver, the 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 

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, 

indemnities and similar rights in favor of the Receiver, the Failed Bank or the Company with 

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 

Receiver or the 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 

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

"Loan Participation" means any loan listed on the Asset Schedule subject to a shared 

credit, participation, co-lending or similar inter-creditor agreement under which the Failed Bank 

or the Receiver was, or the Company is, the lead or agent financial depository institution or 

otherwise managed or held the credit or sold participations, or under which the Failed Bank or 

the Receiver was, or the Company is, a participating financial depository institution or purchased 

participations in a credit managed by another Person. 

"Loan Participation Agreement" means an agreement under which the Failed Bank 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 the Failed Bank 

or the Receiver was, or the Company is, a participating financial depository institution or 

purchased participations in a credit managed by another Person. 

"Losses" means, collectively, losses, claims, damages, disbursements, suits, Liabilities, 

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 

or assertion of any of the foregoing), deficiencies, interest, awards, amounts paid in settlement, 

judgments, penalties and fines. 

"Lost Instrument Affidavit" means a Lost Instrument Affidavit, in the form of Exhibit 

L to the Custodial and Paying Agency Agreement, executed by the Custodian. 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
"Management Fee" 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 

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 

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 

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, 

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 

calculated as of the first day of such Due Period by (y) 1.0%, and by (z) a fraction, the 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 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) 1.0%, and by (z) a fraction, the 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 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 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 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 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 for purposes of 

calculation of the Management Fee (or the Interim Management Fee or the 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 advances (or otherwise 

as part of the principal amount of any such Asset). 

"Manager" (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 

time constituting the "Manager" under, and in accordance with, the LLC Operating Agreement. 

"Member Schedule" has the meaning set forth in Section 4.1 of the LLC Operating 

Agreement. 

"Members" 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 

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 

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) 

means a "member" as such term is defined in the Act. 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
"MERS" means Mortgage Electronic Registration Systems, Incorporated, or any 

successor thereto. 

"MERS Designated Loan" 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 

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. 

"MERS Registered Mortgage" means any Asset that is registered in the MERS System 

as of the Closing Date. 

"MERS Registered Mortgages" has the meaning set forth in Section 3.1(c)(i) of the 

Contribution Agreement. 

"MERS Report" means the schedule listing the MERS Designated Loans and other 

information. 

"MERS® System" 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 

exhibit to the Electronic Tracking Agreement). 

"Modification" means any extension, renewal, substitution, replacement, supplement, 

amendment or modification of any agreement, certificate, document, instrument or other writing, 

whether or not contemplated in the original agreement, document or instrument. 

"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 

with the Reporting and Access Schedule. 

"Mortgage" 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 

Property. 

"Mortgage Assignment" means, with respect to any Mortgage, an assignment of 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 

the assignment and pledge of the Mortgage. 

"Mortgaged Property" means (i) the underlying real property or interest in real 

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 

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 .(ill. 

"Net Fair Value" 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 

(excluding any related Deficiency Balance or Deficiency Judgment Claim) in an orderly 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
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, 

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 

from 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 

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), 

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 

purposes of each Distribution Date, further updated in the Monthly Report covering the Due 

Period with respect to such Distribution Date; provided that: 

(i) 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 

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 

Schedule (as the Unpaid Principal Balance of such Acquired Property as of the Cut-Off Date) as 

adjusted to its Adjusted Unpaid Principal Balance pursuant to the Contribution Agreement, as 

such amount may be further adjusted as set forth herein; 

(ii) 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 

relevant Collateral becomes Acquired Property, based on the Appraised Value as determined 

pursuant to Section 12.17 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 

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 

Collateral for such Loan), or otherwise on the applicable Release Price for such Collateral 

immediately prior to such conversion thereof to such Acquired Property); 

(iii) 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 

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 

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 

Appraisal (or annual determination in connection with the audited annual financial statements of 

the Company); and 

(iv) the Net Fair Value with respect to any Acquired Property will be 

increased by the amount of, without duplication, (A) any advances or Interim 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 LLC Operating 

Agreement) made with respect thereto and capitalized thereto in accordance with GAAP (and 

applicable Law), and (B) any Permitted Vertical Completion Expenses (or other expressly 

permitted expenditures for Vertical Development pursuant to Section 12.14 of the LLC 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
Operating Agreement) or Permitted Horizontal Development Expenses paid with respect thereto 

and capitalized thereto in accordance with GAAP (and applicable Law), in each case (for (Aland 

ill} above) 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 pursuant to an applicable Appraisal (or determination in connection with the audited 

annual financial statements of the Company). 

"Net Income and Net Loss" 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 

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 

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 

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 

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 

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 

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 basis for federal income tax purposes, the amount 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 

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, 

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 

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 

capitalizable and not otherwise taken into account in computing Net Income or Net Loss 

pursuant to this definition, shall be treated as deductible items. 

"Non-Specified Parent PO Owner" means any PO Owner other than a PO Owner that is 

one of the Persons constituting the Specified Parent of the Private Owner. 

"Note" means each note or promissory note, lost instrument affidavit, loan agreement, 

shared credit, or Loan Participation Agreement, intercreditor agreement, reimbursement 

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 

foregoing. 

"Notice of Event of Default" has, for purposes of the Private Owner Pledged Account 

Control Agreement, the meaning set forth in the Private Owner Pledged Account Control 

Agreement. 

"NY UCC" 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. 

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20ll-SIP-l RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
"Obligations" 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): 

(a) 	 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 

extent the same are, in accordance with the FDIC Legal Powers (interpreted as set 

forth in the last sentence of Section 2.2 of the Contribution Agreement), legally 

binding on and valid against the Receiver; 

(b) 	 all Liabilities (including (i) Liabilities for Taxes, (ii) homeowners associatiOn 

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, 

zoning or other use restrictions) of the Receiver with respect to any Receiver 

Acquired Property (including with respect to the existence, acquisition, 

ownership, possession, operation, conduct or condition thereof), whether imposed 

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 

Legal Powers (interpreted as set forth the last sentence of Section 2.2 of the 

Contribution Agreement), legally binding on and valid against the Receiver; 

(c) 	 without limitation of clause (ii) of the first sentence of Section 2.2 of the 

Contribution Agreement, all Liabilities (including any Liabilities for or in respect 

of any costs and expenses (including attorneys' fees and litigation and similar 

costs, and other out-of-pocket expenses, actually incurred in investigating, 

defending, asserting or preparing the defense of any Assumed Closing Date Asset 

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 

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 

(interpreted as set forth the last sentence of Section 2.2 of the Contribution 

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 

Cut -Off Date; and 

(d) 	 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, 

acquisition, ownership, possession, operation, conduct or condition thereof), to 

the extent attributable to acts, omissions, events or circumstances (including 

(i) 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 

(ii) 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 

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 

pursuant to, or as described in, Section 3.3 of the Contribution Agreement) 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
occurring or initially arising at any time after the Cut-Off Date (including at any 

time after the Closing Date); 

excluding, however, any Excluded Liability (disregarding for this purpose clause (c) of the 

definition of the term "Excluded Liabilities"). It is understood and agreed that any Liability of 

the 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 

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 

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 Section 2.2 of the Contribution 

Agreement. 

"Obligor" 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 

(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 

any completion guaranty or similar document. 

"Office" has the meaning set forth in Section 6.1(a) of the Custodial and Paying Agency 

Agreement. 

"Order" has the meaning set forth in Section 6.1 of the Contribution Agreement. 

"Organizational Documents" means: (i) with respect to any corporation, the certificate 

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 

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 

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 

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 

organization of such entity. 

"Original LLC Operating Agreement" 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 

Closing Date, pursuant to which the Initial Member held the entire limited liability company 

interest in the Company. 

"Ownership Entity" 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 

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 

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 

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2011-SIP-l RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
actions to cause such entity to become a Special Purpose Entity as promptly as possible after the 

Closing. 

"Ownership Interest" 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, 

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 

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 

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) 

or (ill, or (y) any contract including any right or recourse described in clause (i) or (ill or above 

in this clause (iii), or (iv) any other "equity security" (as such term is defined in Rule 3all-1 

under the Exchange Act) of such Person. 

"Paying Agent" 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 

approval not to be unreasonably withheld, delayed or conditioned. 

"Percentage Interest" 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 

limited liability company interests in the Company held by the Initial Member and Private 

Owner, respectively, on and after the Closing Date, as set forth in Section 2.3(c) of the LLC 

Operating Agreement. 

"Permitted Disposition" has the meaning set forth in Section 8.1 of the LLC Operating 

Agreement. 

"Permitted Horizontal Development" has the meaning set forth in Section 5.3(a) of the 

LLC Operating Agreement. 

"Permitted Horizontal Development Expenses" means the approved budgeted costs 

and expenses of the Company (other than Working Capital Expenses) set forth in the approved 

Horizontal Development Plan in connection with the Permitted Horizontal Development; 

provided, that, in no event shall any such costs and expenses include any Excluded Expenses. 

"Permitted Investments" 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 

ratings, if any, provided for in this definition: 

(i) 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 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 

corporate capacity; 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
(ii) 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 

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 

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 

Investment Rating; 

(iii) 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 

Agency rating such obligations; 

(iv) mutual funds in which investments are limited to the obligations referred to in 

clauses (i), (ii) or (iii) of this definition; and 

(v) with the prior written consent of the Initial Member, any other demand, money 

market or time deposit or other obligation, instrument, security or investment. 

"Permitted Liens" means (i) Liens on Collateral (other than Acquired Property) caused 

or 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 

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); (ii) any Lien arising by operation 

of Law with respect to any Mortgaged Property as a result of the applicable Borrower's failure to 

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 

with the Servicing Standard (and shall have maintained applicable records of such determination 

pursuant to Section 1 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) 

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 

such Mortgaged Property or otherwise have any liability with respect to such Lien; (iii) inchoate 

Liens arising by operation of law for Taxes not yet due, payable or delinquent; (iv) leasehold 

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 

being so leased or purchased); (v) 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 

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 

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 

legal process); and (vi) such other Liens as the Initial Member may approve in writing in its sole 

discretion. 

"Permitted Vertical Completion Expenses" means, as the context may require, (i) in 

connection with any Loan, Permitted Vertical Development Funding Draws, and/or (ii) in 

connection with any Acquired REO Property, the reasonable costs and expenses for Substantially 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
Complete Vertical Development of such Acquired REO Property (including the payment of socalled "soft costs" payable during construction (such as real estate Taxes, ground rents and 

insurance premiums)) consistent with such costs as would typically have been paid out of 

funding of the applicable Loan relating to such Acquired REO Property (as reasonably 

determined by the Manager), in each case (x) only to the extent the Manager determines, in its 

reasonable judgment, that the payment of such costs and expenses is in the best interests (in 

terms of maximizing the value of the Acquired REO Property) of the Company and the Initial 

Member, and (y) in accordance with the Servicing Standard and, except to the extent specifically 

superseded by the Business Plan as it relates to such Asset, the Asset Documents that were 

applicable to the Acquired REO Property before it became an Acquired REO Property (not 

including payment of debt service under the applicable Asset Documents, and without reference 

to the unfunded commitment, if any, having been in effect with respect to such Acquired REO 

Property under the Asset Documents)~ provided, that, in no event shall any such costs and 

expenses include any Excluded Expenses. 

"Permitted Vertical Development Funding Draw" means, with respect to any Loan, 

any Funding Draw, other than a Required Funding Draw, for the funding of Substantially 

Complete Vertical Development of the real property securing such Loan pursuant to the funding 

provisions of the applicable Asset Documents and in accordance with the Servicing Standard, in 

each case so long as (i) if required by applicable Law or if otherwise deemed necessary by the 

Manager or required hereunder or under the Transaction Documents, an endorsement to each 

applicable title policy insuring the Asset, which endorsement shall be in form and content 

acceptable to the Manager, is obtained that (a) brings down the effective date of the title policy to 

the date on which the applicable Permitted Vertical Development Funding Draw it covers is 

made, (b) increases the liability limit of the title policy by an amount equal to the principal 

amount of such Permitted Vertical Development Funding Draw, and (c) contains no new 

exceptions to title; (ii) notwithstanding anything to the contrary contained in the LLC Operating 

Agreement, if the then outstanding unpaid principal balance of the Loan exceeds (or would, after 

taking into account the applicable Permitted Vertical Development Funding Draw, so exceed) 

the value of the Collateral for such Loan, the Manager shall make or permit any such Permitted 

Vertical Development Funding Draw only if the Manager determines, in its reasonable judgment, 

that the Borrower is reasonably likely to be able to repay the Loan, or that the making of the 

Permitted Vertical Development Funding Draw is in the best interests (in terms of maximizing 

the value of the Loan) of the Company and the Members; and (iii) such Permitted Vertical 

Development Funding Draw is made in accordance with the terms of the Loan and the Asset 

Documents; provided, however, that if such Permitted Vertical Development Funding Draw 

would result in the principal amount of such Loan being in excess of the related unfunded 

commitment set forth in the Asset Documents (less the aggregate principal amount of any 

Required Funding Draws or other Permitted Vertical Development Funding Draws previously 

made by the Company on or after the Closing Date in respect of such Loan) or if any term with 

respect to the Loan or the Asset Documents precludes such Permitted Vertical Development 

Funding Draw in the event of a Borrower default, the applicable unfunded commitment may be 

increased (and such Permitted Vertical Development Funding Draw may be made) and/or such 

term may be waived, in each case only if the Manager determines, in its reasonable judgment and 

in accordance with the Servicing Standard, that such increase to the unfunded commitment (and 

related Permitted Vertical Development Funding Draw) and/or waiver is in the best interests of 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
the Company and the Initial Member in terms of maximizing the value of the Loan and, in the 

case of any such increase to the unfunded commitment (or other Permitted Vertical Development 

Funding Draw not contemplated in the existing Asset Documents), (x) such increased 

commitment and the related Permitted Vertical Development Funding Draw are evidenced by an 

applicable Note (or Notes) and amendments to the Asset Documents (including Collateral 

Documents) pursuant to which such increased commitment and Permitted Vertical Development 

Funding Draw shall be secured by all of the Collateral for such Loan and otherwise subject to the 

general provisions with respect to other outstanding amounts under such Loan, all on terms and 

conditions consistent with the Asset Documents as in effect prior to such amendment, and (y) the 

Manager complies with the requirements in item (i) above; provided, that, in no event shall any 

such costs and expenses payable pursuant to any such Permitted Vertical Development Funding 

Draw include any Excluded Expenses. 

"Person" means any individual, corporation, partnership (general or limited), limited 

liability company, limited liability partnership, firm, joint venture, association, joint-stock 

company, trust, estate, unincorporated organization, Governmental Authority or other entity. 

"PO Owner" means (i) any holder of an Ownership Interest in the Private Owner at any 

time prior to the Final Distribution and (ii) if any such holder is a nominee for another Person or 

Persons, each such other Person or Persons. 

"Pre-Approved Charges" 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 

Company) expressly designated as "Pre-Approved Charges" in the Contribution Agreement 

(including Sections 2.8, .lJ.(ill, .1.1..{_£}, 3.1(d)(i), ~. 3.2(b), 4.3, 4.10 and 5.6 of the 

Contribution Agreement), and no other costs or expenses. 

"Previously Approved Matters" has the meaning set forth in Section 2.7 of the LLC 

Operating Agreement. 

"Principal Deficiency" has the meaning set forth in Section 2.4(c) of the Contribution 

Agreement. 

"Prior Servicers" means, as of any date of determination, the Receiver, the Company, 

the Existing Servicers, the FDIC, the 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 

respective Related Persons (but excluding, in all cases, the Manager (in its individual capacity)). 

"Priority of Payments" has the meaning set forth in Section 5.1 of the Custodial and 

Paying Agency Agreement. 

"Private Owner" means the Person from time to time constituting the "Private Owner" 

under, and in accordance with, the LLC Operating Agreement (initially, HRC SVC Pool II 

Acquisition LLC, a Delaware limited liability company). 

"Private Owner Horizontal Development Account Deposit" has the meaning set forth 

in the Private Owner Interest Sale Agreement. 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
"Private Owner Interest" (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, 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 

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 

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 

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 

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 

Management Fee or the Management Fee, to receive any distributions or payments on account of 

any Excess Working Capital Advances or Discretionary Funding Advances made by or on behalf 

of the Private Owner (in any 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 right, title or interest of the Manager (in its individual 

capacity) under the Servicing Agreement. 

"Private Owner Interest Asset Value" 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 

Contribution Agreement. 

"Private Owner Interest Asset Value Schedule" means Attachment B to the 

Contribution Agreement. 

"Private Owner Interest Sale Agreement" means the Private Owner Interest Sale and 

Assignment Agreement between the Initial Member and the Private Owner dated as of the 

Closing Date. 

"Private Owner Interest Sale Price" means the purchase price set forth in the Private 

Owner Interest Sale Agreement (as the "Private Owner Interest Sale Price" defined therein) for 

the limited liability company interest sold to the Private Owner. 

"Private Owner Obligations" means all duties, liabilities and obligations of the Private 

Owner under or with respect to the LLC Operating Agreement and the Transaction Documents. 

"Private Owner Pledged Account" means the segregated trust or custodial account 

designated as the "Private Owner Pledged Account" pursuant to Section 3.9(a) of the Custodial 

and Paying Agency Agreement. 

"Private Owner Pledged Account Control Agreement" means the Private Owner 

Pledged Account Control Agreement (in substantially the form set forth in Exhibit 0 to the 

Custodial and Paying Agency Agreement), among the Private Owner, the Paying Agent and the 

Initial Member, with respect to the Private Owner Pledged Account. 

"Private Owner Pledged Amount" means $1,000,000. 


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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
"Private Owner WCR Account Deposit" has the meaning set forth m the Private 

Owner Interest Sale Agreement. 

"Proceedings" means any suit in equity, action at Law or other judicial or administrative 

proceeding. 

"Purchase Price Payment" has the meaning set forth in Section I (a) of the Private 

Owner Interest Sale Agreement. 

"Purchaser Eligibility Certification" means, (i) with respect to the Private Owner, any 

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 

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 

Permitted Disposition (and the applicable transferee in connection therewith), a Purchaser 

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 

such form of Purchaser Eligibility Certification as maintained by the FDIC. 

"Qualified Custodian and Paying Agent" means any Person that (i) is a bank, trust 

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 

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 

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 

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 

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, 

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. 

"Qualified Institutional Buyer" means a "qualified institutional buyer" as defined in 

Rule 144A under the Securities Act. 

"Qualified Issuer" means any FDIC-insured depository institution that is "well 

capitalized" as defined in 12 U.S.C. § 183lo (b)(l)(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 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 

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. 

"Qualified Purchaser" means a "qualified purchaser" within the meaning of Section 

3(c)(7) of the Investment Company Act of 1940. 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Yersion3.1 
"Qualified Servicer" means any Person that (i) is properly licensed and qualified to 

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 

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 

be serviced by such Person, especially performing and non-performing commercial real estate 

loans (including acquisition, development and construction loans) secured by residential real 

estate loans (including acquisition, development and construction loans) secured by residential 

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, to track, process and post 

payments, to furnish Tax reports to borrowers, and to monitor construction and approve and 

disburse construction 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 engaged a Rated 

Subservicer for all for 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 the event any of 

the serviced Loans are (or are required pursuant to the terms hereof to be) registered on the 

MERS® System, is a member of MERS. 

"Qualified Transferee" has the meaning set forth in Section 10.1 of the LLC Operating 

Agreement. 

"Qualifying Cash Collateral" means cash and any interest earned thereon (and 

Permitted Investments with respect thereto) in the Private Owner Pledged Account. 

"Qualifying Letter of Credit" means an irrevocable standby letter of credit (i) delivered 

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 

of issuance thereof, a Qualified Issuer, (ii) drawable either (x) at such Issuing Bank's offices in 

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 

facsimile transmission of documents to such office; provided, however, with respect to this 

clause (y) 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 

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 

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. 

"Rated Subservicer" means a Qualified Servicer (that, for purposes of clause (iv) of 

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 

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, 

so qualify as a Qualified Servicer). 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
"Rating Agencies" means each of Moody's Investors Service, Inc., Standard & Poor's 

Rating Services, a division of The McGraw-Hill Companies, Inc., Fitch, Inc. and such other 

rating agencies as are nationally recognized. 

"Receiver" means the FDIC, in its capacity as receiver for the Failed Bank, provided 

that, 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 

receiver. 

"Receiver Acquired Property" 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 

Asset Schedule, (ii) Collateral title to which has been acquired by or on behalf of the Receiver or 

the 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 after 

the Cut-Off Date, or occurred on or 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 other 

special purpose entity formed by or on behalf of the Receiver or the Failed Bank) holding any 

such Collateral, and (iii) the assets held directly or indirectly by any such Ownership Entity (or 

other entity) included in the foregoing items (i) and@. 

"Recording Office" 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 

Property) or in which the Acquired Property is located. 

"Redemption Period" 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 

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. 

"Regulation AB" means the regulations at 17 C.F.R. §§229.1100, et seq., as the same 

may be amended from time to time. 

"Reimbursable Company Administrative Expenses" means (i) reasonable fees of 

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 

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 

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 

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); and (iv) reasonable 

fees 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 Assetby-Asset basis, to enable the Company (and the Members) to properly track any gain or loss as 

required by Section 704(c) of the Code pursuant to Section 7.6(b) of the LLC Operating 

Agreement. 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 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
with respect to the Manager, the Servicer, any Subservicer or any other Person (other than the 

Company and the Ownership Entities). 

"Related Agreement" 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 

Asset (including any equipment lease, letter of credit, bankers' acceptance, draft, system 

confirmation of transaction, loan history, affidavit, general collection information, and 

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 

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 

to in Section 4.2 of 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 

evidencing an obligation of the 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 

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 

between the Borrower and the 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, 

however, for the avoidance of doubt, that a Transferor Loan-Servicing Contract is not a Related 

Agreement. 

"Related Party" 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 

such Law and regulations may be amended from time to time. 

"Related Party Agreement" means any current or future contract, agreement, 

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 

(including to pay any fee to) the Private Owner or any Affiliate of the Company or the Private 

Owner. 

"Related Persons" means, with respect to any specified Person, any Affiliate of such 

specified Person, and any officer, director, stockholder, member, manager, partner, principal, 

employee, contractor, attorney, representative, agent, successor or assign of such specified 

Person or of any such Affiliate, 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 

Private Owner serves, or served, as the Manager, the Private Owner. 

"Release Price" 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 

applicable Borrower) of Acquired Property or Mortgaged Property securing a Loan, the 

applicable release price as designated by the Manager, which release price: 

(i) with respect any such parcel (or other severable portion) 

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 

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2011-SIP-l RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
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); provided that, the 

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 

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 

(ii) 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 

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 

prices to be set forth in each Consolidated Business Plan and in each Borrower-BusinessRelationship Business Plan, if any, for such Loan); provided, 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 

applicable Asset Documents), the Manager shall cause the aggregated amount of the release 

prices for each parcels (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 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). 

"Released Parties" has the meaning set forth in Section 4.17(b) of the Contribution 

Agreement. 

"Reporting and Access Schedule" means the Reporting and Access Schedule attached 

as Annex II to the LLC Operating Agreement. 

"Repurchase Price" means, with respect to any Asset, an amount equal to the sum of (i) 

the Adjusted Equity Asset Value of such Asset, plus (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 Asset) Servicing Expenses that have been advanced by 

the Company with respect to such Asset as of the date of the repurchase, and minus (iii) the 

result when the Unpaid Principal Balance of the Asset as of the date of repurchase is subtracted 

from the Adjusted Unpaid Principal Balance of the Asset (which result might be a negative 

number). 

"Required Funding Draw" means a Funding Draw that the Company has an existing, 

affirmed obligation to fund (without regard to any waiver or amendment entered into after the 

Closing Date) subject to applicable limitations in the relevant Asset Documents. 

"Responsible Officer" means, in relation to any specified Person, the chief executive 

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 

business and affairs of such specified Person). 

"Restricted Servicer Change of Control" means any Change of Control with respect to 

the Servicer or any Rated Subservicer, which Change of Control has not been approved in 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
wntmg by the Manager and the Initial Member (which approval shall not be unreasonably 

withheld). 

"Retained 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 

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 

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 

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 

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 

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) 

through (13). 

"Review Criteria" means the matters specified in Exhibit F to the Custodial and Paying 

Agency Agreement. 

"Rules of Construction" means, in relation to any agreement (for this purpose, the 

"specified agreement") that specifies that the "Rules of Construction" apply to such specified 

agreement, the following: 

(a) Captions. 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, 

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 

agreement shall refer to such specified agreement unless otherwise specified. 

(b) References to Persons Exclusive. References in such specified agreement 

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 

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 

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, 

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 

Member, or other Person). 

(c) Use of "Or. Any use of the term "or" in such specified agreement is not 

exclusive. 

(d) References to Laws. Any reference in such specified agreement to a Law 

includes any amendment of, modification to, or replacement of, such Law. 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
(e) Use of Accounting Terms. Accounting terms used herein shall have the 

meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to 

which they refer. 

(f) References to Documents. References in such specified agreement to any 

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, 

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 

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 

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 

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 

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 

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 

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 

specified agreement for the amendment of such specified agreement. 

(g) Use of "Herein." Unless otherwise specified in such specified agreement, 

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 

provision of such specified agreement. 

(h) 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 

followed by the words "without limitation," whether or not they are in fact followed by such 

words. 

(i) 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 

the beginning of such period and continuing until the end of such period. 

(j) 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 

and vice versa and impersonal pronouns shall be deemed to include the personal pronoun of the 

appropriate gender. 

(k) 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 

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. 

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2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
"Secured Assets" 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 

specifically described in the Private Owner Pledged Account Control Agreement), (y) the Private 

Owner Interest, and (z) all proceeds of any of the foregoing at any time (including distributions 

thereon or other income in respect thereof). 

"Securities Act" means the Securities Act of 1933, as amended. 

"Seller Financed Loan Note" has the meaning set forth in Section 12.22 of the LLC 

Operating Agreement. 

"Seller Financed Loans" has the meamng set forth m Section 12.22 of the LLC 

Operating Agreement. 

"Servicer" 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 

Operating Agreement. As of the Closing Date, the initial Servicer is 27th and University LLC, a 

Delaware limited liability company. 

"Servicer Advances" means advances made by or on behalf of the Servicer to fund 

Servicing Expenses. 

"Servicing" means servicing, administering, managing and disposing of the Assets and 

the Collateral. 

"Servicing Agreement" means, initially, the Servicing Agreement dated as of the 

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 

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 

acceptable to the Initial Member in all respects. 

"Servicing Expenses" means all customary and reasonable out-of-pocket fees, costs, 

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 

Entities, incurred following the Closing Date (or, for purposes of item (vii) below, as may 

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 

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 

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 

premiums (including forced place insurance 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 respect to the Assets, (iii) any and all direct 

expenses related to the preservation, operation, management (including for engagement of onsite property managers for any specific Acquired REO Property), appraisal (including for any 

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Agreement of Definitions 

Version 3.1 
required Appraisal), leasing (including tenant 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 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 excluding any amounts or claims 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 expenses of (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 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 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 

omission of the Company or any Ownership Entity (or the Manager, the Servicer or any 

Subservicer) or of the Failed Bank, the Receiver, any 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 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 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 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 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 prior written consent of the Initial Member, (vi) 

subject to Section 4.6 of the LLC Operating 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 bankruptcy action) included in the Obligations and assumed 

pursuant to Section 4.5(a), Section 4.5(b) or Section 4.6 of the Contribution Agreement, and (vii) 

amounts required for the Company to discharge (in accordance with the Transaction Documents) 

the Obligations as they become due, and to make applicable indemnification and/or 

reimbursement payments (other than for Pre-Approved Charges) owing by the Company to the 

Initial Member, the Transferor or any other Indemnified Party under the Transaction Documents; 

provided, however, that Servicing Expenses shall not include any (A) Excluded Expenses, (B) 

Horizontal Development expenses or Vertical Development expenses (other than applicable 

expenses under the foregoing clauses (ii) or (iii) that the Manager reasonably determines should 

rightfully be classified as Servicing Expenses notwithstanding that the same could be considered 

to include de minimis Horizontal Development or Vertical Development; and, with respect to any 

such amounts so reasonably determined by the Manager to be Servicing Expenses, the applicable 

specific uses thereof shall be deemed excluded from the definition of Horizontal Development or 

Vertical Development, as applicable, for all purposes with respect to the applicable Asset); (C) 

any Funding Draws or other principal advances to a Borrower (provided this clause (C) shall not 

be deemed to exclude, with respect to 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 the right of the Company under the applicable Asset 

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Agreement of Definitions 

Version 3.1 
Documents to add the same to the principal amount of the Loan)~ or (D) any costs or expenses 

that are excluded pursuant to any of the foregoing clauses (i) through (vii) (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 condition, limitation or requirement set forth in such 

clause), except to the extent the same qualify as Servicing Expenses under another of such 

clauses (i) through (vii). 

"Servicing Obligations" has the meaning set forth in the LLC Operating Agreement 

(except as used in the Servicing Agreement, wherein such term is separately defined). 

"Servicing Standard" has the meaning set forth in the LLC Operating Agreement 

(except as used in the Servicing Agreement, wherein such term is separately defined). 

"Servicing Transfer Date" 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 

of records is completed and the Servicer (including through any applicable Subservicer) begins 

to service such Group of Assets, as determined in accordance with Section 3.3 of the 

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 

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) 

and the Company will proceed (and the Company is to cause the Servicer and any applicable 

Subservicer to proceed) with all commercially reasonable diligence to effect such transfer of loan 

servicing records as soon as is practicable after the Closing. 

"SFL Borrower" has the meaning set forth in Section 12.22 of the LLC Operating 

Agreement. 

"SFL Collateral" has the meaning set forth m Section 12.22 of the LLC Operating 

Agreement. 

"SFL Obligor" has the meaning set forth m Section 12.22 of the LLC Operating 

Agreement. 

"SFL Pro)2osal" has the meaning set forth m Section 12.22 of the LLC Operating 

Agreement. 

"Similar Law" means any non-U.S., or any U.S. federal, state or local, law that 1s 

substantially similar to Section 406 of ERISA or Section 4975 of the Code. 

"Site Assessment" either (i) a Transaction Screen Process consistent with ASTM 

Standard E 1528-,()6, conducted by an environmental professional, or (ii) a Phase 

environmental site assessment which is 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 a prudent lender in order to ascertain whether there are 

any actual or threatened Environmental Hazards. 

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Version 3.1 

I 
"Special Purpose Entity" means 

(i) 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 

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 

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 

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 

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) 

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 

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 

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 

expressly permitted by the Transaction Documents, and (k) except as otl1erwise consented to in 

writing by the Initial Member, is a pass-through entity for Tax purposes; 

(ii) 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 

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, 

(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 

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 

(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 

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 

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 

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 

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 otherwise consented to in writing by the Initial Member, is a pass-through entity for Tax 

purposes; and 

(iii) 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 

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 

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Agreement of Definitions 

Version 3.1 
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 

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 

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) 

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 

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 

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 

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 

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 

Person, and (k) that except as otherwise consented to in writing by the Initial Member, is a passthrough entity for Tax purposes, (l) 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 

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) 

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 

Documents applicable provisions and limitations requiring compliance with all the foregoing 

requirements in this clause (iii). 

"Specified Date" shall mean the lOth 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. 

"Specified Parent" means (i) with respect to the Private Owner, (x) unless clause (i)(y) 

is applicable, HRC SVC Pool II SP LLC, a Delaware limited liability company, or (y) any 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 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 directly or 

indirectly own any Ownership Interest in the Private Owner but that are not wholly-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 its discretion) the Initial Member 

may agree from time to time shall be designated as the "Specified Parent" for purposes of the 

LLC Operating Agreement; with respect to the Servicer, (x) unless clause (ii)(y) is applicable, 

Hudson Realty Capital LLC, a Delaware limited liability company, or (y) any Person or Persons 

that the Manager and the Initial Member may agree from time to time shall be designated as the 

"Specified Parent" with respect to the Servicer; and (iii) with respect to Midland Loan Services, 

a Division of PNC Bank, National Association (as a Rated Subservicer), (x) unless clause (iii)(y) 

is applicable, PNC Bank, a national banking association, or (y) any Person or Persons that the 

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Agreement of Definitions 

Version 3.1 
Manager and the Initial Member may agree from time to time shall be designated as the 

"Specified Parent" with respect to such Rated Subservicer. 

"Specified Parent/Owner Undertaking" has the meaning set forth in Section 4 of the 

Private Owner Interest Sale Agreement. 

"Specified Proceeding" 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 

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 

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 

Subsidiaries. 

"Subservicer" 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 

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 

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 

Servicing Agreement (and any applicable Subservicing Agreement). 

"Subservicing Agreement" 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, 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 

Subservicer, shall further be acceptable to the Initial Member in all respects. 

"Subsidiary" 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 

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 

intermediaries, is Controlled by such specified Person (it being understood with respect to clause 

ill 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 

continues to be entitled, in all material respects, to all the income with respect to such equity 

interest). 

"Substantially Complete" means, with respect to Vertical Development proposed by the 

Manager to be completed with respect to any Asset (whether by the Borrower under an existing 

Loan or by the Company with respect to Acquired REO Property), that as of the applicable date 

of such proposal by the Manager (i) for any real property securing a Loan, the work related to 

75% of the aggregate budgeted expenses set forth in the construction budget for such real 

property pursuant to the applicable Asset Documents (as in effect as of the Closing Date) has, as 

of such date of such proposal, been completed and paid for in accordance with the construction 

requirements in the applicable Asset Documents, or (ii) for any Acquired REO Property, the 

work related to 75% of the aggregate budgeted expenses set forth in the construction budget for 

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Agreement of Definitions 

Version 3.1 
such real property as in effect prior to the applicable foreclosure or acceptance of a deed in lieu 

(or, if such foreclosure or acceptance occurs after the Closing Date, as was in effect with respect 

to such Acquired REO Property as real property securing the applicable Loan pursuant to clause 

ill above) has, as of such date of such proposal, been completed and paid in accordance with the 

construction requirements in the applicable Asset Documents or other loan documents in effect 

prior to such foreclosure or deed in lieu. 

"Substantially Complete Vertical Development" means the completion, in accordance 

with the Transaction Documents, of Vertical Development of any real property securing a Loan 

or any Acquired REO Property in each case where such Vertical Development is already 

Substantially Complete as of the date the Manager proposes to complete such Vertical 

Development. 

"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 

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, 

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, 

merger, consolidation or otherwise) of any of the Initial Member's rights or interests under the 

LLC Operating Agreement or any other Transaction Document. 

"Supplemental Delivery Certificate" has the meaning set forth in Section 6.1(d) of the 

Custodial and Paying Agency Agreement. 

"Tax" 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, 

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, 

determination, collection, or other imposition of any of the foregoing, including any interest, 

penalties and additions imposed thereon or with respect thereto. 

"Tax Matters Member" has the meaning set forth in Section 7.5 of the LLC Operating 

Agreement. 

"Termination" has the meaning set forth in Section 8.1 of the Custodial and Paying 

Agency Agreement. 

"Termination Notice" shall mean any written notice of termination required pursuant to 

Article VII of the Servicing Agreement. 

"Third Party Claim" has (i) for purposes of the LLC Operating Agreement, the meaning 

given therein, (ii) for purposes of the Contribution Agreement, the meaning given therein, and 

(iii) for purposes of the Servicing Agreement, the meaning given therein. 

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Agreement of Definitions 

Version 3.1 
"Total Asset Value" means, with respect to any Asset, an amount equal to the Equity 

Asset Value (or, in the event of any Excess Principal or Principal Deficiency, the Adjusted 

Equity Asset Value). 

"Transaction Documents" means the Agreement of Definitions, LLC Operating 

Agreement, the Contribution Agreement, the Servicing Agreement, the Custodial and Paying 

Agency Agreement, the Private Owner Pledged Account Control Agreement, any Qualifying 

Letter of Credit and the Private Owner Interest Sale 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 with the Closing or the transactions 

contemplated thereby as contemplated by any Core Agreement. 

"Transfer Documents" means the endorsements and allonges to Notes, Assignment and 

Lost Instrument Affidavits (if applicable), Mortgage Assignments, deeds, assignment of leases, 

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 

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 

Documents is attached to the Contribution Agreement as Attachment E, the form of Assignment 

and Lost Instrument Affidavit to be used in preparation of the Transfer Documents is attached to 

the Contribution Agreement as Attachment F, 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 

Documents are attached to the Contribution Agreement as Attachments G-1 and G-2, 

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 

Contribution Agreement as Attachment H and the form of the Assignment and Acceptance of 

Limited Liability Company Interest to be used in the preparation of the Transfer Documents is 

attached to the Contribution Agreement as Attachment I. 

"Transfer Taxes" means any taxes, assessments, levies, imposts, duties, deductions, 

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, 

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 

assumption of the Obligations thereunder. 

"Transfer Documents Preparation/Submission Deadline" means six months after the 

Closing Date, provided 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 

(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 

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 

the Transfer Documents. 

"Transferred Contract" means (i) any Note, any Asset Document, any Collateral 

Document, any Related Agreement or any other contract or instrument defined as included 

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2011-SIP-l RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
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 

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 

no Transferor Loan-Servicing Contract, shall constitute a Transferred Contract. 

"Transferor" means the Receiver as the "Transferor" under the Contribution Agreement. 

"Transferor Loan-Servicing Contract" means any contract between the Receiver and 

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). 

"Treasury Regulations" 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 

references to sections of the Treasury Regulations shall include any corresponding provision or 

provisions of succeeding, substitute, proposed or final Treasury Regulations. 

"Ultimate Parent Entity" means (i)(x) in relation to HRC SVC Pool II SP LLC, a 

Delaware limited liability company, each of Hudson Realty Capital Fund V LP, a Delaware 

limited partnership, and Soundview Real Estate Partners III LLC, a Delaware limited liability 

company, and (ii) in relation to any Person becoming a "Specified Parent" pursuant to clause 

ill.(y2 of the definition of such term, the "Ultimate Parent Entity" of such Person as agreed by the 

Private Owner and the Initial Member in connection with the consent to such Person becoming a 

"Specified Parent". 

"Underlying Loan" means, with respect to any Receiver Acquired Property, any and 

all remaining right, title and interest of the Receiver, the Failed Bank or an Ownership Entity in 

and to a loan or Loan Participation with respect to which title to related Collateral had transferred 

to the Receiver, the Failed Bank or an Ownership Entity pursuant to a foreclosure sale, deed in 

lieu of foreclosure or any other exercise of remedies (in addition to any related Deficiency 

Balance). 

"Uniform Commercial Code" or "UCC" means the Uniform Commercial Code as in 

effect in any applicable jurisdiction, as amended from time to time. 

''United States" and "U.S." mean the United States of America. 

"United Stated Person" means a "United States person" as defined in Section 7701(a) of 

the Code. 

"Unpaid Principal Balance" 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 

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 

Acquired Property), an amount equal to the then outstanding principal balance of such Asset (or 

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 

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Agreement of Definitions 

Version 3.1 
Balance of such Loan and the Unpaid Principal Balance of such Acquired Property; provided, 

however, that: 

(i) with respect to any Loan Participation (and any related Acquired Property), 

the Unpaid Principal Balance of such Loan Participation shall include only the Company's (or, 

with respect any period prior to the effectiveness of the transfer of such Loan Participation to the 

Company on the Closing Date, the Receiver's or the Failed Bank's, as applicable) allocable share 

thereof in accordance with the applicable Loan Participation Agreement; 

(ii) 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 adjustment 

pursuant to Section 2.4 of the Contribution Agreement: 

(A) with respect to any Acquired Property that is included 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 Unpaid 

Principal Balance pursuant to the Contribution Agreement, and thereafter as further adjusted 

pursuant to item (ii)(C) below; 

(B) 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 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 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 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 (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 further 

adjustments pursuant to item (ii)(C) below) and, as to Acquired Property included in such Asset, 

as further adjusted pursuant to item (ii)(C) below; 

(C) 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 

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, 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 

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 

GAAP (and applicable Law), and (2) any Permitted Vertical Completion Expenses (or other 

express I y permitted expenditures for Vertical Development pursuant to Section 12.14 of the LLC 

Operating Agreement) or Permitted Horizontal Development Expenses paid with respect thereto 

and capitalized thereto in accordance with GAAP (and applicable Law); 

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(iii) for all purposes other than determinations in connection with or relating to 

either a repurchase of an Asset pursuant to Article VI of the Contribution Agreement or any 

adjustments pursuant to Section 2.4 of the Contribution Agreement: 

(A) the Unpaid Principal Balance of Acquired Property shall be the Net 

Fair Value of such Acquired Property; and 

(B) 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 

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 

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 

provisions of the Transaction Documents: 

(1) in connection with any partial release or sale of the 

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 

net proceeds received and applied to such Loan in respect of such release or sale may be in a 

different amount); 

(2) in connection with any partial conversion of such Loan to 

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 

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); provided that, in 

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 

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 

reduced by the amount of any such excess); 

(3) the Unpaid Principal Balance (or applicable outstanding 

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 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 

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 

payments or recoveries (other than purely de minimis payments or recoveries) will be ultimately 

recoverable by the Company with respect to such Loan, shall in each case be deemed to be zero; 

and 

(4) in no event shall the Unpaid Principal Balance of such 

Loan (as calculated subject to the foregoing provisions) exceed the actual outstanding principal 

amount owing by the Borrower under the Loan in accordance with the applicable Asset 

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Documents (and the Unpaid Principal Balance of such Loan shall be deemed permanently 

reduced by the amount of any such excess). 

"USPAP" means the Uniform Standards of Professional Appraisal Practices promulgated 

by the Appraisal Standards Board of the Appraisal Foundation. 

"Verification Contractor" means any Person retained by the Initial Member to provide 

the administrative and verification functions described in the LLC Operating Agreement. 

"Verification Contractor Amounts" means, collectively, the fees and expenses of the 

Verification Contractor payable to it pursuant to the agreement(s) under which such Verification 

Contractor was retained by the Initial Member. 

"Vertical Development" means all of the construction, design, planning and other work 

performed on or with respect to the Acquired REO Property or real estate securing a Loan (other 

than Horizontal Development), which shall include without limitation, the construction of (i) 

foundations, columns, girders, beams, supports, exterior and main walls, interior walls, structural 

columns, concrete floor slabs and structural floors, exterior ceilings, roofs, stairs, stairways, glass 

facades, fire stairs, stairs and entrances and exits; (ii) within the building, central, and to the 

extent applicable, individual unit and appurtenant installations for services and utilities such as 

power, light, hot and cold water, heating, refrigeration, air-conditioning, ventilating and pipes, 

wires, conduits, ducts, vents and other services and utility lines which are used in connection 

therewith; and (iii) elevators, fire-safety and other emergency systems, tanks, pumps, motors, 

fans, compressors and ducts and similar apparatus and installations. 

"WCR Account Deposit" has the meaning set forth in the Private Owner Interest Sale 

Agreement. 

"Winning Bidder" has the meaning set forth in the Recitals of the Private Owner Interest 

Sale Agreement. 

"Working Capital Expenses" means any Servicing Expenses, Interim Servicing 

Expenses, Pre-Approved Charges, Required Funding Draws, Interim Servicing Fees, 

Verification Contractor Amounts, or fees of the Custodian and Paying Agent. 

"Working Capital Reserve" 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 

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 

replenished from time to time pursuant to the applicable provisions in the LLC Operating 

Agreement and the Custodial and Paying Agency Agreement. 

"Working Capital Reserve Account" means the segregated trust or custodial account 

designated as the "Working Capital Reserve Account" pursuant to Section 3.6(a) of the Custodial 

and Paying Agency Agreement. 

"Working Capital Reserve Floor" means $1,500,000. 

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"Working Capital Reserve Replenishment Cap" means $5,000,000. 

"Working Capital Reserve Target" means the targeted amount of Working Capital 

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 

Replenishment Cap. 

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) 

and ill of the Rules of Construction apply to the definitions set forth in Section 1.1 hereof. 

ARTICLE II 


Miscellaneous 


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 

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, 

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 

execute this Agreement, such agreements shall be effective and binding on the parties thereto in 

accordance with the terms thereof. 

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 

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. 

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 

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 

included therein by reference to this Agreement. 

Section 2.4. Counterparts; Facsimile Signatures. 

(a) 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. 

It shall not be necessary for any counterpart to bear the signature of all parties hereto. 

(b) 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 

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 

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 

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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. 

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 

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 "Initial Member" 

under, and in accordance with, the LLC Operating Agreement and (ii) any successor "Private 

Owner" under, and in accordance with, the LLC Operating Agreement. 

Section 2.6. Compliance With Law; Severability. 

(a) 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 

pertain to such party's performance of its obligations hereunder. 

(b) Severability. Any provision of this Agreement that is prohibited or 

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

follows: (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 

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 

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 

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 

clauses (i) or .{ill, such ineffectiveness shall not invalidate any of the remaining provisions of this 

Agreement. Without limitation of the preceding sentence, it is the intent of the parties to this 

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

provision of this Agreement is prohibited or unenforceable in any jurisdiction (because of the 

duration or scope (geographic or otherwise) of such provision, or for any other reason) such 

court shall have the power to, and shall, (I) modify such provision (including without limitation, 

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 

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 pursuant to clause (I), in such proceeding. 

Section 2.7. Jurisdiction; Venue and Service. 

(a) 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: 

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

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

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

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commenced by the Initial Member or the Transferor arising out of, relating to, or in connection 

with this Agreement or any Transaction Document, and waives any right to: 

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

court or dispute-resolution forum other than the court in which the Initial Member or the 

Transferor, as applicable, files the suit, action or proceeding without the consent of the Initial 

Member or the Transferor, as applicable; 

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

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

District of Columbia; or 

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

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

inconvenient forum; 

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

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

Initial Member or the Transferor arising 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: 

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

other court or dispute-resolution forum without the consent of the Initial Member or the 

Transferor; 

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

State of New York, County of New York; or 

(3) assert that the Supreme Court of the State of New York, 

County of New York, is an inconvenient forum; 

(iii) agrees to bring any suit, action or proceeding by it or its Affiliate 

against the Initial Member or the Transferor in only either the United States District Court for the 

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

and waives any right to remove or transfer such suit, action or proceeding to any other court or 

dispute-resolution forum without the consent of the Initial Member or the Transferor, as 

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

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

District Court for the District of Columbia at the option of the Initial Member or the Transferor, 

as applicable; and 

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

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

jurisdiction to hear a suit, action or proceeding falling within Section 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, 

and waives any right to remove or transfer such suit, action or proceeding to any other court or 

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dispute-resolution forum without the consent of the Initial Member or the Transferor, as 

applicable. 

(b) 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 

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; 

(c) 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 and 

the Transferor, hereby irrevocably and 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 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 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 the right of any party to serve process in any other 

manner permitted by Law; and 

(d) 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), 

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

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

Section 2.8. Waiver of Jury Trial. EACH OF THE COMPANY, THE INITIAL 

MEMBER, THE TRANSFEROR, THE PRIVATE OWNER AND THE BANK HEREBY 

IRREVOCABLY AND UNCONDITIONALLY W AlVES ANY RIGHT IT MAY HAVE TO A 

TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS 

AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A 

JUDGE SITTING WITHOUT A JURY. 

Section 2.9. Governing Law. EACH PARTY TO THIS AGREEMENT AGREES 

AND ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL 

OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS AGREEMENT IS TO 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE 

STATE OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE 

THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS 

AGREEMENT TO THE LAWS OF ANOTHER JURISDICTION, AND EACH PARTY TO 

THIS AGREEMENT UNCONDITIONALLY AND IRREVOCABLY W AlVES ANY CLAIM 

TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS 

AGREEMENT. NOTHING IN THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL 

ACTION OR INACTION BY ANY PARTY TO THIS AGREEMENT. 

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by 

their respective officers or agents thereunto duly authorized on the date first above written. 

Transferor 

FEDERAL DEPOSIT INSURANCE 


CORPORATION IN ITS CAPACITY AS 


RECEIVER FOR FIRSTIER BANK, 


LOUISVILLE, COLORADO, as Transferor 


By: 


Name: 


Title: Senior Capital Markets Specialist 


Initial Member 

FEDERAL DEPOSIT INSURANCE 


CORPORATION IN ITS CAPACITY AS 


RECEIVER FOR FIRSTIER BANK, 


LOUISVILLE, COLORADO, as Initial Member 


By: 


Name: 


Title: Senior Capital Markets Specialist 


Company 

2011-SIP-1 RADC VENTURE, LLC 


By: Federal Deposit Insurance Corporation in its 


capacity as Receiver for FirsTier Bank, Louisville, 


Colorado, as Sole Member and Manager 


By: 


Name: 


Title: Senior Capital Markets Specialist 


[Signature Page to Agreement of Definitions- Page I of 2] 

2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
Private Owner 

HRC SVC POOL II ACQUISITION LLC, a 

Delaware limited liability company 

Paying Agent and Custodian 

WELLS FARGO BANK, N.A., as Paying Agent 

and Custodian 

By: ______________________________ 

Name: Amy Doyle 


Title: Vice President 


[Signature Page to Agreement of Definitions- Page 2 of2] 

2011-SIP-1 RADC Structured Transaction 

Agreement of Definitions 

Version 3.1 
Private Owner 

HRC SVC POOL II ACQUISITION LLC, a 

Delaware limited liability company 

By: ______________________________ 

Name: 

Title: 

Paying Agent and Custodian 

WELLS FARGO BANK, N.A., as Paying Agent 

and 

By: 

[Signature Page to Agreement of Definitions- Page 2 of 2] 

2011-SIP-1 RADC Structured Traasaction 

Agreement of Definitions 

Version 3.1