SFR 2010-3 


EXECUTION COPY 


AGREEMENT OF COMMON DEFINITIONS 


Dated as ofNovember 30,2010 


FDIC SFR 2010-3 


Agreement of Common Definitions 


13234794.5 
FDIC STRUCTURED SALE SFR 2010-3 

AGREEMENT OF COMMON DEFINITIONS 

THIS AGREEMENT OF COMMON DEFINITIONS (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 30th day ofNovember, 2010 (the "Closing Date"), by and among the 

Federal Deposit Insurance Corporation (in any capacity, the "FDIC"), as the Receiver defined 

below (including its successors and assigns hereto, the "Initial Member"), SFR 2010-3 

Acquisition LLC, a Florida limited liability company ·(the "Private Owner"), 2010-3 SFR 

V entute, LLC, a Delaware limited liability company (the "Company"), the Federal Deposit 

"Insurance Corporation (acting in any capacity, the "FDIC"), in its corporate capacity, as the 

guarantor of the Purchase Money Notes (as such term is defined below) (together with its 

successors and assigns, the ''Purchase Money Notes Guarantor"), the FDIC, in its capacity as 

the Receiver, as the Collateral Agent under the Reimbursement and Security Agreement (as such 

term is defined below) (in such capacity, or any successor collateral agent, the "Collateral 

Agent"), Citibank, N.A., a natiori.al banking association (the "Bank"), and RoundPoint Mortgage 

Servicing Corporation, a Florida corporation (the "Servicer"). 

WHEREAS, the Initial Member and the Company have entered into that certain 

Contribution Agreement (as defined herein) dated as of the Closing Date; 

WHEREAS, the Company, the Purchase Money Notes Guarantor, the Collateral Agent 

and the Bank have entered into that certain Custodial and Paying Agency Agreement (as defined 

herein) dated as -ofthe Closing Date; 

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

entered into that certain LLC Operating Agreement (as defined herein) dated as ofthe Closing 

·nate; 

WHEREAS, the Servicer and the Private Owner as Manager have entered into that 

. certain Servicing Agreement (as defined herein) dated as ofthe Closing Date; 

WHEREAS, the Purchase Money Notes Guarantor and the Receiver (as defined herein) 

have entered into that certain Purchase Money Notes Guaranty (as defined herein) dated as ofthe 

Closing Date; and 

WHEREAS, the Company, the Purchase Money Notes Guarantor, the Collateral Agent 


and the Initial Member have entered into that certain Reimbursement and Security Agreement 


(as defined herein) dated as of the Closing Date; and 


WHEREAS, each party to this Agreement is a party to one or more ofthe Contribution 


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


Reimbursement and Security Agreement and the Servicing Agreement (collectively, the "Core 


Ae;reements"), and the parties hereto wish to adopt the definitions in this Agreement as the 


definitions ofthose capitalized terms in the Core Agreements. 


-1­

FDIC SFR 2010-3 

Agreement of Common Definitions 

13234794.5 1/11/2011 6:30PM 
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 

Definitions. Unless otherwise defined in the respective Core Agreement, 

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

respectively set forth. 

"Acceptable Investment Rating" means any ofthe top three rating categories 

that may be assigned to any security, obligati~n or entity by the Rating Agencies. 

"Acceptable Rating" means (i) a rating ofStrong by Standard and Poor's Ratings 

Service, a division ofThe McGraw-Hill Companies, Inc., (ii) the applicable Level 1 servicer 

rating for residential mortgage servicers by Fitch, Inc., or (iii) a rating ofSQ1 by Moody's 

Investors Service. 

"Account Control Agreement" means one or more account control agreements 

dated as ofthe date hereof, among the Company, the Bank and the Collateral Agent, as the same 

shall be amended, supplemented or otherwise modified from time-to-time. 

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

Company. 

"Acquired Property" means (i) the Underlying Collateral to which title is 

acquired by or on behalfofthe Initial Member or any Failed Bank by foreclosure, by deed in lieu 

offoreclosure, by power ofsale or by sale pursuant to the Uniform Commercial Code, in any 

such case in accordance with the Mortgage Loan Documents, ifthe foreclosure or other 

acquisition event occurs after the Cut-offDate, (ii) the Underlying Collateral to which title is 

acquired by or on behalfofthe Company or any Ownership Entity by foreclosure, by deed in lieu 

offoreclosure, by power ofsale or by sale pursuant to the Uniform Commercial Code, in any 

such case in accordance with the Mortgage Loan Documents and in connection with 

performance by the Company ofits obligations and duties pursuant to the LLC Operating 

Agreement, (iii) the equity interests in the Ownership Entities and (iv) the assets held directly or 

indirectly by the Ownership Entities. 

"Additional Security" shall have the meaning given in Section 3.13(d) ofthe 

LLC Operating Agreement. 

"Adjusted Cut-OffDate Unpaid Principal Balance" means, with respect to any 

Mortgage Loan, the Cut-Off Date Unpaid Principal Balance adjusted higher or lower, as 

appropriate, to reflect the actual Unpaid Principal Balance ofthe Mortgage Loan as ofthe CutOffDate on the Accounting Records and to correct errors reflected in the Cut-OffDate Unpaid 

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

unrecorded advances ofprincipal or other disbursements, or other accounting errors with respect 

-2­

FDIC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
to the period ending on the Cut-Off Date, (ii) the effect ofany final court decree, unappealable 

regulatory enforcement order or other similar action ofa legal or regulatory nature effective on 

or before the Cut-OffDate, (iii) a foreclosure sale that occurred on or before the Cut-OffDate, 

(iv) the portion ofany Dishonored Check that was applied to (and reflected in) the Cut-OffDate 

Unpaid Principal Balance or (v) unreimbursed advances for Servicing Expenses and PreApproved Charges. 

"Affiliate" shall mean, 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 ten percent (10%) or more ofthe outsta11ding 

voting securities, voting equity interests, or beneficial interests ofthe Person specified, (iii) any 

officer, director, general partner, managing member, trustee, employee or promoter ofthe Person 

specified or any Immediate Family Member ofsuch 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 

often percent ( 10%) or more ofthe outstanding voting securities, voting equity interests or 

beneficial interests of any Person described in clauses (i) through (iv); provided, however, that 

none ofthe Initial Member, the Purchase Money Notes Guarantor, the Collateral Agent or any 

Affiliate (for this purpose determined disregarding clauses (ii), (iii) and (iv) ofthis definition 

(including in the context ofclause (v) ofthis definition) and disregarding the Company and any 

Person Controlled by the Company) of any ofthe foregoing shall be deemed to be an "Affiliate" 

ofthe Company or of any Person Controlled by the Company. 

"Ancillary Documents" means the LLC Operating Agreement, the Contribution 

Agreement, the Servicing Agreement, the Electronic Tracking Agreement, the Custodial and 

Paying Agency Agreement, one or more Account Control Agreements, the Purchase Money 

Notes, the Purchase Money Notes Guaranty, any Reissued Purchase Money Notes, the 

Reimbursement and Security Agreement and the Transferred LLC Interest Sale Agreement, in 

each case once executed and delivered, and any and all other agreements and instruments 

executed and delivered in connection with the Closing or the transactions contemplated thereby. 

"Appraisal" means an appraisal ofthe related Mortgaged Property prepared no 

earlier than three (3) months prior to the related acquisition date by a qualified appraiser, who 

had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security 

thereof, and whose compensation is not affected by the acquisition ofthe Mortgaged Property, 

which satisfies the requirements ofTitle XI ofthe Federal Institutions Reform, Recovery, and 

Enforcement Act of 1989 as amended and the regulations promulgated thereunder, all as in effect 

on the date such appraisal was prepared. 

"Appraised Value" means the value ofthe related Mortgaged Property based 

upon an Appraisal. 

"Bank" means C itibank, N.A., a national banking association. 

"Borrower" means any borrower with respect to any Mortgage Loan. 

-3­

FDIC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
"Bulk Sale" means the sale or other disposition in either of the first two years 

after the Closing Date ofMortgage Loans having an aggregate Unpaid Principal Balance greater 

than 1 0% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date, 

except Acquired Property constituting REO Property. 

"Business Day" means (i) 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 day on which the Bank's offices are closed and 

(ii) with respect to any other day means any day except a Saturday, Sunday or other day on 

which commercial banks in the State ofNew York or United States federal government offices 

are required or authorized by Law to close or on which the Bank's offices are closed. 

"Business Plan" has the meaning given in Section 7.7 ·ofthe LLC Operating 

Agreement. 

"Change ofControl" 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 ofrecord, and directly or indirectly (including 

through one or more Subsidiaries), at least 50.1% in value ofall ofthe equity interests in the 

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

wholly-owned subsidiaries) at any time, when considered together with all ofsuch Person's 

Affiliates, directly or indirectly acquiring or holding, of record or beneficially, 25% in value of 

all ofthe equity interests in the Private Owner; and (b) with respect to the Servicer, (i) the 

Servicer's Specified Parent for any reason (x) fai ling or ceasing to Control the Servicer or (y) 

fai ling or ceasing to own, beneficially and ofrecord, and directly or indirectly (including through 

one or more Subsidiaries), at least 50.1% in value ofall ofthe equity interests in the Servicer, or 

(ii) without limitation ofclause (i), in the event the Servicer is (or at the time it became the 

Servicer, was) an Affiliate ofthe Private Owner, any Change ofControl ofthe Private Owner. 

"Closing Date" means November 30, 2010. 

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 Agenf' means the FDIC, in its capacity as the Collateral Agent under 

the Reimbursement and Security Agreement, and any successor Collateral Agent thereunder. 

"Collection Accounf' means a segregated trust or custodial account established 

and maintained under the Custodial and Paying Agency Agreement at a branch ofthe Paying 

Agent for the purpose ofholding Mortgage Loan Proceeds, advances from the Liquidity 

Account, advances from the Special Reserve Account and Excess Liquidity Advances and 

funding Operating Expenses and the Distribution Account for payments that are required under 

the Priority ofPayments. 

"Company" means 2010-3 SFR Venture, LLC, a Delaware limited liability 

company. 

-4­

FDIC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
"Contract for Deed" means an executory contract with a third party to convey 

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

performance ofany other obligations described therein, including any installment land contract. 

"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, ofthe power to direct or cause the direction ofthe management and policies ofsuch 

Person, whether through the ownership ofvoting securities or interests, by contract or otherwise. 

"Contribution Agreement" means the Mortgage Loan Contribution and Sale 

Agreement dated as of the Closing Date between the Initial Member and the Company. 

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

agency agreement dated as of the Closing Date, by and among the Company, the Purchase 

Money Notes Guarantor, the Initial Member and the Bank, and thereafter any replacement 

Custodial and Paying Agency Agreement entered into from time-to-time pursuant to the LLC 

Operating Agreement. 

"Custodial Documents" means the documents listed in Section 6.1(c) ofthe 

Custodial and Paying Agency Agreement. 

"Custodian" means the Bank, or any successor custodian. 

"Custodian and Paying Agent Report" has the meaning given in Section 11.1(a) 

ofthe Custodial and Paying Agency Agreement. 

"Cut-Off Date" means the close ofbusiness on October 29, 2010. 

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

Loan, the estimate ofthe Unpaid Principal Balance ofthe Mortgage Loan as of the Cut-Off Date 

as stated on the Mortgage Loan Schedule. 

"Debtor ReliefLaws" means Title 11 ofthe United States Code (11 U.S.C. 

§§101, et seq.), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit 

ofcreditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar 

debtor relief Laws ofthe United States or other applicable jurisdictions from time-to-time in 

effect and affecting the rights of creditors generally. 

"Deficiency Balance" means the remaining unpaid principal balance ofany Note 

or Mortgage Loan sold or contributed pursuant to the Contribution Agreement after crediting to 

it the proceeds of a foreclosure sale, deed in lieu offoreclosure or any other exercise ofremedies 

with respect to Underlying Collateral. 

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

deficiency judgment, or any similar claim, right, demand or any other recourse arising from, or 

in connection with, any loan that is or was secured by any REO Property that became Acquired 

Property prior to the Closing Date, such REO Property being identified as "REO" in the 

"Loan/REO" column ofthe Mortgage Loan Schedule attached as Exhibit A to the Contribution 

-5­

FDIC SFR 2010-3 (Final) 

A~ement ofCommon Definitions 

13234794.5 
Agreement, whether the title to such mortgaged properties was acquired by foreclosure, by deed 

in lieu offoreclosure, by power ofsale or by sale pursuant to the Uniform Commercial Code, 

and whether such claim, right, demand or other recourse is to or against the borrower or a 

guarantor with respect to such loan. 

"Determination Date" means the last day ofeach Due Period. 

"Distribution Accounf' means a segregated trust or custodial account established 

and maintained at a branch ofthe Paying Agent for the sole purpose of holding funds deposited 

into such account from the Collection Account and funding payments required under the Priority 

ofPayments, in each case, in accordance with the Custodial and Paying Agency Agreement. 

"Distribution Date" means the twenty-fifth (25th) day ofeach month or ifsuch 

day is not a Business Day, the next succeeding day that is a Business Day, commencing January 

25, 2011. 

"Distribution Date Report" has the meaning given in Section 11.3 ofthe 

Custodial and Paying Agency Agreement. 

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

from the Cut-Off Date to and including December 3 1, 2010, and (ii) with respect to any other 

Distribution Date, the calendar month prior to the month in which the Distribution Date occurs. 

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

ofExhibit 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 ofwhich shall be entitled 

for the .benefit ofthe Company and the Collateral Agent. 

"Eligible Institution" means a Person that is not an Affiliate ofthe Private 

Owner or the Manager and that is a federally insured depository institution that is well 

capitalized; provided that an Affiliate ofthe Private Owner or the Manager may be deemed to be 

an Eligible Institution if the Initial Member and the Purchase Money Notes Guarantor provide a 

written consent (which may be withheld in each such person's sole and abso lute discretion), 

which consent may be withdrawn upon written notification to the Manager, in which case such 

Affiliate ofthe Private Owner or ofthe Manager shall no longer constitute an Eligible Institution 

as ofthe receipt ofsuch notice. Any accounts maintained pursuant to any Ancillary Document at 

any institution that ceases to be an Eligible Institution shall be moved to an Eligible Institution 

within three (3) Business Days after the receipt ofsuch notice. 

"Environmental Hazard" means the presence at, in or under any Mortgaged 

Property (whether held in fee simple estate 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), ofany hazardous substance, as 

such term is defined in Section 101(14) ofthe Comprehensive Environmental Response, 

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

-6­

FDIC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
crude oil or any fraction thereof that is liquid at standard conditions oftemperature and pressure), 

at a level or in an amount that requires remediation or abatement pursuant to applicable Law. 

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

1974, together with the regulations promulgated thereunder, as may be amended from time-totime. 

"Escrow Account" means an account maintained by the Servicer or its agent for 

the deposit ofEscrow Payments received in respect ofone or more Mortgage Loans and 

includes, but is nQt limited to all so-called "lockbox" accounts maintained under the terms ofany 

Mortgage Loan Document and any other accounts maintained by the Company under the 

Mortgage Loan 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 the applicable Borrower's Escrow 

Account, would have been payable using funds in the applicable Borrower's Escrow Account. 

"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, that have been deposited in escrow or 

designated as such by the applicable Borrower. 

"Excess Liquidity Advances" has the meaning given in Section 5.4 of the LLC 

Operating Agreement. 

"Excluded Expenses" has the meaning given in Section 12.7(b) ofthe LLC 

Operating Agreement. 

"Excluded Liabilities" has the meaning given that term in Section 2.2 ofthe 

Contribution Agreement. · 

"Existing Servlcer" means a Person (including the Initial Member in its capacity 

as Receiver for a Failed Bank) acting as servicer for any Mortgage Loan as ofthe Cut-Off Date. 

"Failed Banks" means the various failed financial institutions listed on Schedule 

I. 

"Fannie Mae" means the Federal National Mortgage Association ofthe United 

States or any s uccessor thereto. 

"Fannie Mae Guidelines" means those guidelines adopted by Fannie Mae for the 

servicing of mortgage loans owned or securitized by Fannie Mae and for the reimbursement of 

costs and expenses in connection with the servicing ofsuch mortgage loans, as in effect on the 

date such mortgage loans are being serviced or such costs or expenses are incurred. 

"FDIC" means the Federal Deposit Insurance Corporation in any capacity. 

-7­

FDIC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
"FHA" means the Federal Hous'ing Administration or any successor thereto. 

"Final Distribution" means the distribution ofall remaining Mortgage Loan 

Proceeds in accordance with the terms ofthe Custodial and Paying Agency Agreement and the 

LLC Operating Agreement after liquidation ofall ofthe Mortgage Loans and related Mortgaged 

Property following the dissolution ofthe Company. 

"Funding Draw" means (i) any principal advance with respect to a Mortgage 

Loan pursuant to the funding provisions ofthe applicable Mortgage Loan Documents and in 

accordance with the Servicing Standard, in each case so long as (a) if required by applicable Law 

or if otherwise deemed necessary by the Manager or required hereunder, an endorsement to each 

applicable title policy insuring the Mortgage Loan, which endorsement shall be in form and 

content acceptable to the Manager, is obtained that (1) brings down the effective date ofthe title 

policy to the date on which the applicable Funding Draw it covers is made, (2) increases the 

liability limit ofthe title policy by an amount equal to the principal amount ofsuch Funding 

Draw, and (3) contains no new exceptions to title; (b) notwithstanding anything to the contrary 

contained in the LLC Operating Agreement, ifthe then outstanding unpaid principal balance of 

the Mortgage Loan exceeds (or would, after taking into account the applicable Funding Draw, so 

exceed) the value ofthe Underlying Collateral, the Manager shall make or permit any such 

Funding Draw only ifthe Manager determines, in its reasonable judgment, that the Borrower is 

reasonably likely to be able to repay the Mortgage Loan, or that the making ofthe Funding Draw 

is in the best interests (in terms ofmaximizing the value ofthe Mortgage Loan) ofthe Company 

and the Initial Member, or that the Company is otherwise legally obligated to make such Funding 

Draw under the applicable Mortgage Loan Documents; and (c) such advance is made in 

accordance with the terms ofthe Mortgage Loan and the Mortgage Loan Documents, provided, 

however, that ifsuch advance would result in the principal amount ofsuch Mortgage Loan being 

in excess ofthe related unfunded commitment with respect thereto (as set forth in the Mortgage 

Loan Documents) or ifany term with respect to the Mortgage Loan or the Mortgage Loan 

Documents precludes such advance in the event ofa Borrower default, the applicable unfunded 

commitment may be increased (and such advance may be made) and/or such term may be 

waived, in each case only ifthe Manager determines, in its reasonable judgment and in 

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

related advance) and/or waiver is in the best interests ofthe Company and the Initial Member in 

terms ofmaximizing the value ofthe Mortgage Loan and, in the case ofany such increase to the 

unfunded commitment (or other advance not contemplated in the existing Mortgage Loan 

Documents), (x) such increased commitment and the related advance are evidenced by an 

applicable Note (or Notes) and amendments to the Mortgage Loan Documents (including 

Underlying Collateral Documents) pursuant to which such increased commitment and advance 

shall be secured by all ofthe Underlying Collateral for such Mortgage Loan and otherwise 

subject to the general provisions with respect to other outstanding amounts up.der such Mortgage 

Loan, all on terms and conditions consistent with the Mortgage Loan Documents as in effect 

prior to such amendment, and (y) the Manager complies with the requirements in item (i)(a) 

above; and (ii) payments ofcosts and expenses associated with the continued construction of 

REO Property (including the payment ofso-called "soft costs" payable during construction (such 

as real estate taxes, ground rents and insurance premiums)) as would typically have been paid out 

offunding ofthe applicable Mortgage Loan relating to such REO Property (as reasonably 

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

-8­

FDIC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
reasonable judgment, that the payment ofsuch costs and expenses is in the best interests (in 

terms of maximizing the value ofthe Mortgage Loan and REO Property) ofthe Company and 

the Initial Member, and (y) in accordance with the Servicing Standard and the Mortgage Loan 

Do.cuments that were applicable to the REO Property before it became an REO Property (not 

including payment ofdebt service under the applicable Mortgage Loan Documents, and without 

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

Property under the Mortgage Loan Documents); provided, that, in no event shall any such costs 

and expenses payable pursuant to any such Funding Draw include any Excluded Expenses. 

"GAAP" means the generally accepted accounting principles as in effect in the 

United States from time-to-time. 

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

national, federal, state, local, municipal, provincial or international goverrurient or any political 

subdivision ofany thereof or (ii) any governmental, regulatory or administrative authority, -· 

agency or commission, or judicialor arbitral body ofany ofthe foregoing described in clause (i). 

"Ground Lease" shall have the meaning given in Section l2.15(g). of the LLC 

Operating Agreement. . 

"HAMP" means the Home Affordable Modification Program. 

"HUD" means the United Stated Department ofHousing and Urban Development 

or any successor thereto. · ' 

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

spouse, parents, parents-in-law, grandparents, descendants, nephews, nieces, brothers, sisters, 

brothers-in-law, sisters-in-law, children (whether natural or adopted), children-in-law, 

stepchildren, grandchildren and grandchildren-in-law. 

"Initial Member" means the FDIC in its capacity as Receiver. 

"Initial Note Principal Balance" means with respect to any Purchase Money 

Note, the outstanding principal balance ofsuch Purchase Money Note at issuance. 

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

ofany ofthe following events: 

l. 	 the specified Person makes an assignment for the benefit ofcreditors; 

2. 	 the specified Person files a voluntary petition for reliefin any Insolvency 

Proceeding; 

3. 	 the specified Person i.s adjudged bankrupt or insolvent or there is entered 

against the specified Person· an order for relief in any Insolvency 

Proceeding; 

-9­

FDIC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
4. 	 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; 

5. 	 the specified Person seeks, cons.ents to, or acquiesces in the appointment 

of a trustee, receiver or liquidator ofthe specified Person or ofall or any 

substantial part ofthe specified Person's properties; 

6. 	 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 ( 1) through ( 5); 

7. 	 the specified Person becomes unable to pay its obligations as they become 

due, or the swn ofsuch specified Person's debts is greater than all ofsuch 

Person's property, at a fair valuation; or 

8. 	 (i) at least sixty (60) 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 (ii) 

(x) at least sixty (60) days have passed following the appointment ofa 

trustee, receiver or liquidator for the specified Person or all or any 

substantial part ofthe specified Person's properties without the specified 

Person's agreement or acquiescence, and such appointment has not been 

vacated or stayed, or (y) if such appointmen~ has been stayed, at least sixty 

(60) days have passed following the expiration ofthe stay and such 

appointment has not be.en vacated. 

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

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

"Interest Reserve Account" means a segregated trust or custodial account 

established and maintained at a branch ofthe Paying Agent. 

"Interest Reserve Target Amount" means an amount equal to the product of (i) 

the Purchase Money Notes Interest Rate and (ii) with respect to the Closing Date, the aggregate 

Initial Note Principal Balance and with respect to any Distribution Date, the aggregate Note 

Principal Balance as ofthe related Determination Date. 

"Interim Management Fee" has the meaning given in Section 5.l(b)(ii) ofthe 

Custodial and Paying Agency Agreement. 

"Interim Servicing Fee" means the fee to be paid by the Company to the Initial 

Member for the provision of interim servicing on behalf ofthe Company with respect to the 

Mortgage Loans for the period beginning on the day after the Cut-Off Date and ending, with 

respect to each Mortgage Loan, on the Servicing Transfer Date for such Mortgage Loan. The 

Interim Servicing Fee for each Due Period with respect to each Mortgage Loan will be 

-10­

FDIC SFR 20 I 0-3 (Final) 

Agreement of Common Definitions 

13234794.5 
calculated, earned and due as ofthe first day ofeach Due Period in which the Initial Member 

provides interim servicing with respect to such Mortgage Loan by multiplying (i) the Unpaid 

Principal Balance ofsuch Mortgage Loan calculated as ofthe first day ofsuch Due Period by (ii) 

0.25 percent (0.25%) by (iii) a fraction, the numerator ofwhich is the number ofdays in the 

respective Due Period (whether or not the Servicing Transfer Date occurs within such Due 

Period) and the denominator ofwhich is 360. 

" Interim Servicing Period" has the meaning given in Section 3.3(b) ofthe 

Contribution Agreement. · 

"Investment Company Acf' means the Investment Company Act of 1940·, as 

amended from time-to~time. 

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

injunction, judgment, decree or order (including any executive order) ofany Governmental 

Authority. 

"Lien" means any mortgage, deed oftrust, pledge, deed to secure debt, trust deed, 

security interest, charge, restriction on or condition to transfer, voting or exercise or enjoyment 

ofany right or beneficial interest, option, right offirst refusal, easement, covenant, restriction 

and any other lien, claim or encumbrance ofany nature whatsoever. 

"Liquidity Account" means a segregated trust or custodial account established 

and maintained at a branch ofthe Paying Agent for purposes of holding funds deposited therein 

by the Initial Member, the Private Owner and the Company and funding the payment of 

Operating Expenses, in each case, in accordance with, and for the purposes set forth in, the LLC 

Operating Agreement and the Custodial and Paying Agency Agreement. 

"Liquidity Account Cap" means an amount which is equal to the product of(i) 

0.25% and (ii) with respect to the C losing Date, the aggregate Unpaid Principal Balance ofthe 

Mortgage Loans as ofthe Cut-OffDate and with respect to any Distribution Date, the aggregate 

Unpaid Principal Balance ofthe Mortgage Loans as ofthe last day ofthe immediately preceding 

Due Period. 

"LLC Operating Agreement" means the Amended and Restated Limited 

Liability Company Operating Agreement dated as ofthe Closing Date, by and among the Initial 

Member, the Private Owner and the Company. 

"Loan Parity Obligation" means an amount, not less than zero, equal to the 

excess of(a) the outstanding principal balance ofthe Purchase Money Notes over (b) the swn of 

the (i) Unpaid Principal Balance ofthe Mortgage Loans and (ii) any Principal Proceeds collected 

and undistributed. 

"Management Fee" means, with respect to each Due Period, a fee payable to the 

Manager, which fee shall be calculated and earned as ofthe first day ofsuch Due Period (and 

payable on the applicable Distribution Date for such Due Period in accordance with the 

Custodial and Paying Agency Agreement), and shall be in the amount determined by multiplying 

11­

FDIC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
(i) the Adjusted Unpaid Principal Balance ofeach Mortgage Loan calculated as of the first day of 

such Due Period by (ii) 0.50 percent (0.50%), and by (iii) a fraction, the numerator ofwhich is 

the number ofdays in the respective Due Period and the denominator of which is 360. For 

purposes ofclarification, in no event shall any Servicing Expenses , Deficiency Balances or 

Deficiency Judgment Claims be included in the determination ofthe Unpaid Principal Balance 

for purposes ofcalculation of the Management Fee, notwithstanding any provisions ofthe 

Mortgage Loan Documents that would permit or require any such Servicing Expenses to be 

treated as advances (or otherwise as part ofthe principal amount of any such Mortgage Loan). 

"Managet:" has the meaning given in Section 3.l(a) of the LLC Operating 

Agreement. 

"MERS®" means Mortgage Electronic Registration Systems, Incorporated, or 

any successor thereto. 

"MERS® System" means the MERSCORP, Inc. mortgage electronic registry 

system, as more particularly described in the MERS Procedures Manual (a copy ofwhich is 

attached as an exhibit to the Electronic Tracking Agreement). 

"MERS® Registered Mortgages" has the meaning given in Section 3.l{c) of 

the Contribution 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 ofthe LLC Operating Agreement, which report shall be prepared and distributed by 

the Manager in accordance with Section 7.4(b) ofthe LLC Operating Agreement~ 

"Mortgage" means a (i) mortgage, deed oftrust or other security instrument, 

including any Modification thereto, encumbering a fee simple interest or other interest in real 

property securing a Note, together with improvements thereto, and any personal property, 

fixtures, leases and other property or rights pertaining thereto and (ii) with respect to a Mortgage 

Loan secured in whole or in part by any other type ofUnderlying Collateral, the security 

agreement (however denominated) encumbering such Underlying Collateral. 

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

the Mortgage, notice oftransfer or equivalent instrument in recordable form, sufficient under the 

applicable Law ofthe jurisdiction wherein the related Mortgaged Property is located to reflect 

the assignment and pledge ofthe Mortgage. 

"Mortgage Loan" means any (i) loan, Ownership Entity or Acquired Property 

listed on the Mortgage Loan Schedule, (ii) any loan into which any loan listed on the Mortgage 

Loan Schedule is refinanced or modified, or (iii) any Acquired Property acquired by or on behalf 

ofthe Company or any Ownership Entity by foreclosure, by deed in lieu offoreclosure, by 

power ofsale or by sale pursuant to the Uniform Commercial Code from any loan listed on the 

-12­

FDIC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
Mortgage Loan Schedule, and, in each case, includes with respect to each such loan, Ownership 

Entity, Acquired Property or other related asset: (A) any obligation evidenced by a Note; (B) all 

rights, powers or Liens ofthe Company or any Ownership Entity in or under the Underlying 

Collateral and Underlying Collateral Documents and in and to Acquired Property (including all 

Ownership Entities and Acquired Property held by an Ownership Entity); (C) all ofthe rights of 

the Company or any Ownership Entity under any lease and the related leased property; (D) all 

rights ofthe Company or any Ownership Entity pursuant to any Contract for Deed and in or to 

the real property that is subject to such Contract for Deed; (E) all rights to causes ofaction, 

lawsuits, judgments, claims and demands ofany nature available to or being pursued by or for 

the benefit ofthe Company or any Ownership Entity with respect to the Mortgage Loans, the 

Underlying Collateral or the ownership, use, function, value of or other rights pertaining thereto, 

whether arising by way of counterclaim or otherwise other than claims retained by the Initial 

Member pursuant to Section 2.7 ofthe ContributiOn Agreement; (F) all guaranties, warranties, 

indemnities and similar rights in favor ofthe Company or any Ownership Entity with respect to 

any ofthe Mortgage Loans; (G) all rights ofthe Company or any Ownership entity under the 

Related Agreements; and (H) all rights ofthe Company or the Ownership Entity to any 

Deficiency Balance or Deficiency Judgment Claim related to any Mortgage Loan. For purposes 

ofclarification only, certain Mortgage Loans listed on the Mortgage Loan Schedule are secured 

by Underlying Collateral not constituting an interest in real property. 

"Mortgage Loan Documents" means all documents, agreements, certificates, 

instruments and other writings (including all Underlying 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 ofa Mortgage Loan or any Acquired Property or evidencing any 

transaction contemplated thereby (including, for this purpose, title insurance policies and 

endorsements thereto), and all Modifications thereto. 

"Mortgage Loan Proceeds" means all ofthe following: (i) any and all proceeds 

with respect to any or all ofthe Mortgage Loans and any or all ofthe Underlying Coll~teral, 

including principal, interest, default interest, prepayment fees, premiums and charges, extension 

and exit fees, late fees, assumption fees, penalties, HAMP incentive fees payable to investors, 

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 Underlying Collateral in 

accordance with the terms of the Mortgage Loan Documents and the Ancillary Documents, and, 

with respect to any Acquired Property, operating cash flow realized from such Acquired Property 

net ofServicing 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 ofthe Mortgage Loans other than any Repurchase Price paid for any Mortgage Loan 

pursuant to Article 6 ofthe Contribution Agreement, but including Acquired Property, net of 

Servicing Expenses incurred in connection with such sale or other disposition or refmancing; (iii) 

any proceeds from making a draw under any letter ofcredit or certificate ofdeposit held with 

respect to any Mortgage Loan, provided that such draw is permitted by the terms ofthe 

Mortgage Loan Documents; (iv) any recoveries ofservicing advances incurred before the 

applicable Servicing Transfer Date or any other recoveries ofany kind or nature with respect to 

the Mortgage Loans; (v) any recoveries from Borrowers or Obligors ofany kind or nature with 

respect to the Mortgage Loans; (vi) any deposits or down payments forfeited by prospective 

-13­

FDIC SFR 2010·3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
purchasers or lessees of apartments or other units for space at any Underlying Collateral; (vii) 

any payments made by the Company or subsidiary ofthe Company pursuant to Article VI ofthe 

Reimbursement and Security Agreement; and (viii) any interest or other earnings accrued and 

paid on any ofthe amounts described in the foregoing clauses (i) through (vii) while held in the 

Collection Account or any other account. 

"Mortgage Loan Schedule"means the list ofMortgage Loans transferred to the 

Company by the Receiver and attached to the Contribution Agreement as Attachment A. 

"Mortgage Loan Value" means for each Mortgage Loan, that portion ofthe 

Transferred LLC Interest Sale Price allocated by the Manager on a loan by loan basis to establish 

the relative value ofeach Mortgage Loan as set forth on the Mortgage Loan Value Schedule. 

"Mortgage Loan Value Schedule" means the list Mortgage Loan Value assigned 

to each ofthe Mortgage Loans and attached to the Contribution Agreement as Attachment B. 

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

property, and 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 ofloan, the Underlying Collateral securing such loan. The 

Underlying Collateral for a Mortgage Loan may include one or more ofthe collateral types 

described in clauses (i) or (ii). 

"Net Fair Value" ofAcquired Property means, as ofany measurement date, (a) 

the fair value thereofbased on the price that would be received by a seller in a sale ofsuch 

Acquired Property in an orderly transaction between market participants at the measurement date 

(including as determined based on any applicable Appraisals), 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 ofsingle 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; provided that: 

(i) with respect to any Acquired Property that is acquired by the Company after the 

Closing Date as a result of a conversion in whole or in part of a Mortgage Loan into Acquired 

Property, such Net Fair Value shall initially be determined at the time ofsuch conversion; and, in 

connection therewith, the Company shall obtain (or shall have obtained not more than three (3) 

months prior to such conversion) (i) an updated. Appraisal, (ii) a broker price opinion or (iii) an 

automated value model, in each case conforming to any HAMP requirements relating to property 

valuation, setting forth, or otherwise serving as a basis for, such Net Fair Value; 

(ii) the Net Fair Value with respect to any Acquired Property will be increased by the 

amount of, without duplication, any Funding Draws. 

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

shared credit, intercreditor agreement; reimbursement agreement, any other evidence of 

indebtedness ofany kind, or any other agreement, document or instrument evidencing the 

indebtedness ofa Borrower under a Mortgage Loan, and all Modifications to the foregoing. 

-14­

FDIC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
"Note Principal Balance" means with respect to any Purchase Money Note, the 

Initial Note Principal Balance ofsuch Purchase Money Note less all amounts paid as principal to 

the Noteholder ofsuch Purchase Money Note, whether from Mortgage Loan Proceeds, payments 

under the Purchase Money Note Guaranty or otherwise. 

"Noteholder" means any Person or Persons whose name appears on the Purchase 

Money Notes Register as the registered holder or holders ofthe Purchase Money Notes. 

"Obligor" means (i) any guarantor of all or any portion ofany Mortgage Loan or 

all or any ofany Borrower's obligations set forth and described in the Mortgage Loan 

Documents or (ii) any other Pe.i-son (other than the Borrower, the lender(s) and any 

administrative or other agent) that is obligated pursuant to the Mortgage Loan Documents with 

respect to a Mortgage Loan,. 

"Operating Expenses" means any Servicing Expenses or Pre-Approved Charges. 

"Ownership Entity" means a Single Purpose Entity that is a Subsidiary (as 

defined in the LLC Operating Agreement) of the Company, whether contributed by the Initial 

Member on the Closing Date or formed or acquired by the Company thereafter; provided, 

however, that, with respect to any entity transferred to the Company on the Closing Date 

pursuant to the Contribution Agreement that is not a Single Purpose Entity as ofsuch 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 actions to cause such entity to become a 

Single Purpose Entity as promptly as possible after the Closing Date. 

"Paying Agent" means the Bank or any successor paying agent that satisfies the 

requirements set forth in Section 10.1(d) of the Custodial and Paying Agency Agreement. 

"Percentage Interest" means, with respect to the LLC Interest held by the Initial 

Member prior to the Closing Date, one hundred percent (100%) and, with respect to the LLC 

Interests held by the Initial Member and Private Owner on and after 'the Closing Date, as set forth 

in Section 2.3(b) ofthe LLC Operating Agreement. 

"Permitted Investments" means any one or more ofthe following obligations, 

instruments, securities or investments having at the time of purchase, or at such other time as 

might be specified, the required ratings, ifany, provided for in this definition: 

(i) direct obligations of, or guaranteed as to timely payment ofprincipal and 

interest by, the United States ofAmerica or any agency or instrumentality ofthe United States of 

America, the obligations of which are backed by the full faith and credit ofthe United States of 

America; for the avoidance of doubt, this clause (i) shall include any debt guaranteed by the 

FDIC in its corporate capacity; 

(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 ofobligations that are not fully FDIC-insured deposits, the commercial 

paper and/or long-term unsecured debt obligations ofsuch depository institution or trust 

-15­

FDIC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
company (or in the case of the principal depository institution in a holding company system, the 

commercial paper or long-term unsecured debt obligations ofsuch holding company) have an 

Acceptable Investment Rating; 

(iii) general obligations of or obligations guaranteed by any State ofthe United 

States or the District ofColumbia receiving ratings ofnot less than the highest rating ofeach 

Rating Agency rating such obligations; 

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

to in clauses (i), (ii) or (iii) ofthis definition; and 

(v) with the prior written consent of the Initial Member or the Purchase 

Money Notes Guarantor, any other demand, money market or time deposit or other obligation, 

instrument, security or investment. 

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

limited liability company, limited liability partnership, firm, joint venture, association, jointstock company, trust, estate, unincorporated organization, governmental or regulatory body or 

·other entity. 

"Pre-Approved Charges" means the costs and expenses expressly designated as 

Pre-Approved Charges in Sections 2.8, ~. 3.l(d)(i), liW, 1WU, 4.3, 4.10 and 5.6 ofthe 

Contribution Agreement, and no other costs or expenses. 

"Prior Se..Vicer" has the meaning given in Section 12.1 (b)(xiii) ofthe LLC 

Operating Agreement. 

"Priority of Payments" has the meaning given in Section 5.1 ofthe Custodial 

and Paying Agency Agreement. 

"Private Owner" means SFR 20 10-3 Acquisition LLC, a Florida limited liability 

company, and any successor and/or assign ofs~ch entity pursuant to the LLC Operating 

Agreement. 

"Purchase Money Note" means that certain purchase money note, dated as ofthe 

Closing Date, with a maturity date as ofthe Purchase Money Maturity Date, issued by the 

Company to the Receiver or any other note executed and delivered upon registration oftransfer 

of, or in exchange for, or in lieu of, such purchase money note. 

"Purchase Money Notes Guarantor" means the FDIC, in its corporate capacity, 

as guarantor of the Purchase Money Notes. 

"Purchase Money Notes Guaranty" means the guaranty agreement by and 

between the Purchase Money Notes Guarantor and the Receiver dated as ofthe Closing Date. 

"Purchase Money Notes Guaranty_Fee" is the product of(a) one-twelfth 

(11~2th) ofthe Purchase Money Notes Guaranty Fee Rate and (b) the aggregate unpaid principal 

balance ofthe Purchase Mon~y Notes on the related Determination Date. 

-16­ FDIC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
"Purchase Money Notes Guaranty Fee Rate" is one percent (1.00%) per 


annwn, computed on the basis ofa 360-day year comprised oftwelve 30-day months. 


Purchase Money Notes Maturity Date" means the earlier of(a) the Distribution 

Date on which outstanding principal balance ofthe Purchase Money Notes is reduced to zero and 

(b) the first Distribution Date after the tenth anniversary ofthe Closing Date. 

"Purchase Money Notes Register" and "Purchase Money Notes Registrar" 


have the meanings given in Section 2.7(a) ofthe Custodial and Paying Agency Agreement. 


"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 ofthe 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 Docwnents 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 Docwnents are or 

will be held, (v) has combined capital and surplus ofat 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 Mortgage Loan Documents and other Custodial Documents, and (vii) is not an Affiliate of 

the Company, the Initial Member, the Private Owner or any Servicer. 

"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 of the Mortgage Loans and management ofthe 

Underlying Collateral and the Acquired Property, (ii) has the management capacity and 

experience to service Mortgage Loans of the type held by the Company, especially performing 

and non-performing residential mortgage loans or construction loans, including the nwnber and 

types of Mortgage Loans serviced, and the ability to track, process and post payments, and to 

furnish tax reports to Borrowers, (iii) either (x) has an Acceptable Rating or (y) is approved by 

and continues to be acceptable to the Initial Member in its sole discretion, and (iv) in the event 

any of the serviced Mortgage Loans are (or are required pursuant to the terms hereof to be) 

registered on the MERS® System, is a member ofMERS®. 

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


Poor's Rating Services, a division ofThe McGraw-Hill Companies, Inc., Fitch, Inc. and any 


other nationally recognized statistical rating organization. 


"Receiver" means jointly and severally the FDIC in its separate capacity as 


receiver with respect to each Failed Bank. 


"Regulation AB" means the regulations at 17 C.F.R. §§229.1) 00, et seq., as 

amended, and any successor statutes. 

-17­

FDIC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
"Reimbursable Company Administrative Expenses" means (i) reasonable fees 

of outside auditors in connection with annual audits ofthe Company and the Ownership Entities; 

(ii) 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' fee incurred in connection therewith, or with the preservation and eventual 

dissolution ofthe Company's or any Ownership Entity's existence in accordance with the LLC 

Operating Agreement (including for purposes ofcompliance with Section 4.3 ofthe LLC 

Operating Agreement); (iii) reasonable fees ofthe Manager incurred in complying with the 

provisions of Section 704( c) ofthe Code with respect to contributed property and preparing 

reports setting forth information, ori a Mortgage Loan-by-Mortgage Loan basis, to enable the 

Company and the Members to properly track any gain or loss as required by Section 704(c) 

pursuant to Section 7.6(b) ofthe LLC Operating Agreement and (iv) reasonable attorneys fees 

actually incurred by the Company in providing legal opinions and reviewing certificates, closing 

documents and changes, amendments or modifications to documents requested or required by the 

Initial Member or the Purchase Money Notes Guarantor in connection with the i~suance or 

reissuance and sale of any Purchase Money Note as contemplated and provided for by Section 

l3.5(b) and@ ofthe LLC Operating Agreement and Section 8.4Cb) of the Contribution 

Agreement. For purposes of clarification, in no event shall Reimbursable Company 

Administrative Expenses include fees in connection with audits, licenses or filings ofor with 

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

Company and the Ownership Entities). 

"Reimbursement and Security Agreement" means that certain reimbursement 

and security agreement dated as of the Closing Date among the FDIC, acting in its corporate 

capacity and as Receiver and as Collateral Agent, and the Company. 

"Reissued Purchase Money Note" has the meaning given in Section 2.8 ofthe 

Custodial and Paying Agency Agreement. · 

"Related Agreement" means (i) any agreement, document or instrument (other 

than the Note and the Underlying Collateral Documents) relating to or evidencing any obligation 

to pay or securing any Mortgage Loan (including any equipment lease, letter ofcredit, bankers' 

acceptance, draft, system confirmation oftransaction, Mortgage 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 ofoccupancy or use and security deposits related 

thereto) related to any Mortgage Loan, (iii) any collection, contingency fee, and tax and other 

service agreements (including those referred to in Section 4.2 ofthe Contribution Agreement) 

that are specific to the Mortgage Loans (or any ofthem) and that are assignable and (iv) any 

letter ofassurance, letter ofcredit or similar instrument evidencing an obligation ofany Failed 

Bank, the Initial Member, the Company or any Ownership Entity that was issued for the benefit 

ofany Person and relates in any way to a Mortgage Loan or the acquisition, development or 

construction ofany project with respect to which the proceeds ofsuch Mortgage Loan were used 

or were intended to be used. 

-18­

FDIC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
"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 Persons" has the meaning given in Section 4.5 ofthe LLC Operating 

Agreement. 

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

included in the Acquired Property. 

"Required Cash Special Reserve Amount" means an amount equal to 

$2,500,000.00. 

"Required LOC Special Reserve Amount" means an amount equal to 

$2,500,000.00. 

"Restricted Servicer Change ofControl" means any Change ofControl with 

respect to the Servicer that has not been approved in writing by both the Initial Member and the 

Manager (which approval shall not be unreasonably withheld). 

"Secured Parties" means, collectively, the Collateral Agent, each co-agent or 

sub-agent appointed by the Collateral Agent from time-to-time pursuant to the Reimbursement 

and Security Agreement and the Purchase Money Notes Guarantor. 

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

"Servicer" means (i) any Person retained by the Manager (in its individual 

capacity) to service, manage or administer any ofthe Mortgage Loans or the Underlying 

Collateral in accordance with the LLC Operating Agreement, and (ii) any Person retained by any 

Person referred to in clause (i) to service, manage or administer any ofthe Mortgage Loans or 

the Underlying 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, in its 

individual capacity, 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 ofSection 12.1 (b) ofthe 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 servicing the Mortgage 

Loans and the Acquired Property and, to the extent expressly set forth in item (iii) below, the 

management ofthe Company and any Ownership Entity, 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 

Mortgage Loan Document or Related Agreements, including Escrow Advances, (ii) any and all 

reasonable out-of-pocket expenses necessary to protect or preserve the value ofthe. Underlying 

-19­ · FDIC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
Collateral or the priority ofthe Liens and security interests created by the Mortgage Loan 

Documents relating thereto or the Related Agreements, including taxes, insurance premiums 

(including forced place insurance premiums), payment of ground rent, the costs of prevention of 

waste, repairs and maintenance, the cost ofAppraisals in connection with the conversion of 

Mortgaged Property to REO Property, foredosure expenses and legal fees and expenses relating 

to foreclosure or other litigation with respect to the Mortgage Loans, (iii) any and all direct 

expenses related to the preservation, operation, management, leasing, and sale ofthe Underlying 

Collateral and the Acquired Property (including real estate brokerage fees), (iv) Reimbursable 

Company Administrative Expenses, (v) subject to Section 4.6 ofthe LLC Operating Agreement 

(and excluding any amounts or claims the Private Owner is required to bear or indemnify 

pursuant to such Section 4.6 ofthe LLC Operating Agreement), to the extent not covered by any 

of clauses (i) through (iii), legal fees and expenses (including judgments, settlements and 

reasonable attorneys fees) incurred by the Company (including to reimburse the Manager, 

including for the Manager's reimbursement ofthe Servicer, including for the Servicer's 

reimbursement ofany Subservicer) in its (or the Manager's, the Servicer's or any Subservicer's) 

defense ofclaims asserted against the Company (or the Manager, the Servicer or any 

Subservicer) that relate to one or more Mortgage Loans or the conduct ofthe Business, and 

allege, as the basis for such claims, any act or omission ofthe Company (or the Manager, the 

Servicer or any Subservicer) but only if(1) such claims are not attributable to any act or 

omission ofthe Company, the Manager, the Servicer or any Subservicer in a manner inconsistent 

with, or in violation of, the Servicing Standard or any ofthe provisions ofthe LLC Operating 

Agreement or any other Ancillary Document, and (2) .(x) such claims are decided and there are 

final non-appealable orders orjudgments (unless the Initial Member has agreed in writing that no 

appeal needs to be taken) in favor ofthe Company (and the Manager and the Servicer, 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 ofany ofthe foregoing or (y) there is entered into a 

final settlement ofany such claim with the prior written consent ofthe Initial Member, 

(vi) subject to Section 4.6 ofthe LLC Operating Agreement, (x)·expenses incurred in accordance 

with Section 4.5(c) ofthe 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) or (b)or Section 4.6 ofthe Contribution Agreement, and (vi) the costs 

ofpreparing, negotiating and recording any REO Mortgage (as defined in the Reimbursement 

and Security Agreement, including mortgage recording taxes) and the costs associated with the 

additional documentation required pursuant to Section 8.11 ofthe Reimbursement and Security 

Agreement, in each case pursuant to Section 8.11 ofthe Reimbursement and Security 

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

Expenses or (B) costs or expenses to be funded (or which, assuming relevant conditions are 

satisfied, could be funded) using Funding Draws. For purposes ofclarification, in connection 

with any reimbursement rights ofthe Initial Member (or any Prior Servicer) with respect to the 

period prior to the Closing Date, Servicing Expenses shall not include any Corporate Advances 

(as defined in the Contribution Agreement) made prior to the Closing Date. 

"Servicing Obligations" has the meaning given in Section 2.4 ofthe Servicing 

Agreement. 

-20­

FDIC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
"Servicing Standard" has the meaning given in Section 2.4 ofthe Servicing 

Agreement. 

"Servicing Transfer Date" means, with respect to any Mortgage Loan, the date 

on which the transfer of the Mortgage Loan servicing for such Mortgage Loan to the Servicer is 

effective as determined in accordance with Section 3.3 of the Contribution Agreement, which 

date shall be mutually agreed upon by the Initial Member and the Company, it being understood 

and agreed that the Initial Member and the Company will proceed (and the Company is to cause 

the Servicer to proceed) with all commercially reasonable diligence to effect such transfer of 

Mortgage Loan servicing as soon as is practicable after the Closing. 

"Single Purpose Entity" means 

(A) with respect to an Ownership Entity, a corporation or limited liability 

company that (i) is organized under the laws of any state ofthe United States or the District of 

Columbia, (ii) the equity ofwhich is uncertificated, (iii) has no material assets other than 

Acquired Property, (iv) is not engaged in any business operations except in connection with the 

Acquired Property and conducted pursuant to terms ofthe LLC Operating Agreement _and the 

other Ancillary Documents, (v) 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, (vi) at all 

times holds itself out to the public as a legal entity separate from any other Person (including any 

Affiliate), (vii) except as expressly contemplated by the LLC Operating Agreement, or the other 

Ancillary Documents, does not commingle its assets with assets ofany other Person, (viii) 

conducts its business in its own name and strictly complies with all organizational formalities to 

maintain its separate existence, (ix) 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, (x) has no Debt 

other than as expressly permitted by the Ancillary Documents and (xi) except as otherwise 

consented to in writing by the Initial Member, is a pass-through entity for tax purposes; 

(B) with respect to the Company, a limited liability company that (i) is 

organized under the laws of Delaware, (ii) the equity ofwhich is uncertificated, (iii) has no 

material assets other than the Mortgage Loans, including Underlying Collateral and Ownership 

Entities, and its rights, title and interest in, to, and under the LLC Operating Agreement and the 

other Ancillary Documents, (iv) is not engaged in any significant business operations except in 

connection with the Mortgage Loans, including the Underlying Collateral and Ownership 

Entities and conducted in accordance with the terms ofthe LLC Operating Agreement and the 

other Ancillary Documents, (v) 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, (vi) at all 

times holds itself out to the public as a legal entity separate from any other Person (including any 

Affiliate), (vii) except as expressly contemplated by the LLC Operating Agreement or by any 

other Ancillary Documents, does not commingle its assets with assets ofany other Person, (viii) 

conducts its business in its own name and strictly complies with all organizational formalities t() 

maintain its separate existence, (ix) 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 

-21­

FDIC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
expressly provided by the LLC Operating Agreement and the other Ancillary Documents, (x) has 

no Debt other than as provided in the LLC Operating Agreement and the other Ancillary 

Documents and (xi) except as otherwise consented to in writing by the Initial Member, is a pass~ 

through entity for tax purposes; and 

(C) with respect to the Private Owner (or any Qualified Transferee thereof), a 

corporation or limited liability company that (i) is organized under the laws ofany state ofthe 

United States or the District ofColumbia, (ii) the equity ofwhich is uncertificated, (iii) has no 

material assets other than cash and cash equivalent and its rights, title and interest in, to, and 

under the LLC Operating Agreement and the other Ancillary Documents, (iv) is not engaged in 

any significant business operations except in connection with the performance ofits obligations 

under the LLC Operating Agreement and the other Ancillary Documents, (v) 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, (vi) at all times holds itselfout to the public as a legal 

entity separate from any other Person (including any Affiliate), (vii) except as expressly 

contemplated by the LLC Operating Agreement or the other Ancillary Documents, does not 

commingle its assets with assets ofany other Person, (viii) conducts its business in its own name 

and strictly complies with all organizational formalities to maintain its separate existence, (ix) 

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 other Ancillary Documents, (x) has no Debt and (xi) except 

as otherwise consented to in writing by the Initial Member, is a pass~through entity for tax 

purposes. 

"Special Reserve Account" means a segregated trust or custodial account 

established and maintained at a branch ofthe Paying Agent for purposes of holding the Required 

Special Reserve Amount in accordance with, and for the purposes set forth in, the LLC 

Operating Agreement. 

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

(i)(b) is applicable, RoundPoint Capital Group, LLC, a Florida limited liability company and 

RBS Financial Products Inc. a Delaware corporation or (b) any other Person or Persons that the 

Private Owner and the Initial Member may agree from time-to-time shall be designated as the 

Specified Parent for purposes ofthe LLC Operating Agreement; and (ii) with respect to the 

Servicer, (x) unless clause (ii)(y) is applicable, RoundPoint Financial Group, Inc., a Florida 

Corporation 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. 

"Subservicer" means any Person, including Affiliates ofthe Servicer, the Private 

Owner or ofthe Manager, that (i) services Mortgage Loans on behalfofthe Servicer, and (ii) is 

responsible for the performance (whether directly or through sub-servicers or subcontractors) of 

servicing functions required to be performed under the Servicing Agreement that are identified in 

Item 1122(d) ofRegulation AB. 

-22­

FDIC SFR 2010· 3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
"Subservicing Agreement" means any agreement whereby the Servicer retains a 

subservicer to perform certain ofits duties under the Servicing Agreement. 

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

Assigrunent and Lost Instrument Affidavits (ifapplicable), Mortgage Assignments, deeds, 

assignment ofleases and other documents ofassignment, conveyance or transfer required under 

any applicable Law to evidence the transfer to the Company ofthe Mortgage Loans, the 

Underlying Collateral and the Underlying Collateral Documents and the Initial Member's rights 

with respect to the Mortgage Loans and the Underlying Collateral. The form allonge to be used 

in preparation ofthe Transfer Documents is attached to the Contribution Agreement as 

Attachment D, the form ofAssignment and Lost Instrument Affidavit to be used in preparation 

ofthe Transfer Documents is attached to the Contribution Agreement as Attachment E, the forms 

ofAssignment ofReal Estate Mortgage and Assignment ofReal Estate Deed ofTrust to be used 

in the preparation ofthe Transfer Documents are attached to the Contribution Agreement as \ 

Attachments F-1 and F-2, respectively, and the form ofthe Assigruneilt of Assignment ofLeases 

and Rents to be used in the preparation ofthe Transfer Documents is attached to the Contribution 

Agreement as Attachment G. 

"Transferred LLC Interest Sale Agreement" means that certain limited liability 

company interest sale and assignment agreement dated the date hereofbetween the Initial 

Member and the Private Owner. 

"Transferred LLC Interest Sale Price" means the purchase price set forth in 

the Transferred LLC Interest Sale Agreement for the membership interest sold to the Private 

Owner. 

"Underlying Collateral" means any and all real or personal property, whether 

tangible, intangible or mixed, securing or pledged to secure a Mortgage Loan, including (i) any 

account, equipment, vehicle, guarantee or contract right, equity, partnership or other interest that 

is the subject of any Underlying Collateral Document and (ii) as the context requires, Acquired 

Property, whether or not expressly specified. 

"Underlying Collateral Document" means any pledge agreement, security 

agreement, loan agreement, personal, corporate or other guaranty, deed oftrust , deed, trust deed, 

deed to secure debt, mortgage, contract for the sale ofreal property, assignment, collateral 

agreement, stock power or other agreement or document ofany 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 ofits obligations or the obligations of 

any other Borrower or Obligor pursuant to any ofthe Mortgage Loans or Notes evidencing the 

Mortgage Loans or (ii) evidencing ownership ofany Acquired Property. 

"Underlying Mortgage Loan" means any Mortgage Loan, Ownership Entity 

(including any cash and cash equivalents held directly or indirectly by such Ownership Entities) 

or Acquired Property listed on the Mortgage Loan Schedule, and any loan into which any listed 

loan is refinanced or modified, and includes with respect to each such loan, Ownership Entity, 

Acquired Property or other related asset or any Related Agreement: (i) any obligation evidenced 

by a Note; (ii) all rights, powers or Liens ofDebtor or any Ownership Entity in or under the 

-23­

FDIC SFR 2010·3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
Underlying Collateral and Underlying Collateral Documents and in and to Acquired Property 

(including all Ownership Entities and REO Property held by an Ownership Entity); (iii) all rights 

ofDebtor or any Ownership Entity pursuant to any Contract for Deed and in or to the real 

property that is subject to any such Contract for Deed; .(iv) all rights ofDebtor or any Ownership 

Entity pursuant to any lease and in or to the related leased property; (v) all rights to causes of 

action, lawsuits, judgments, claims and demands ofany nature available to or being pursued by 

or for the benefit ofDebtor or any Ownership Entity with respect to the Underlying Loans, the 

Underlying Collateral or the ownership, use, function, value of or other rights pertaining thereto, 

whether arising by way of counterclaim or otherwise, other than any claims retained by the 

Initial Member pursuant to Section 2.7 ofthe Contribution Agreement; (vi) all guaranties, 

warranties, indemnities and similar rights in favor ofDebtor or any Ownership Entity with 

respect io any ofthe Underlying Loans; (vii) all rights ofDebtor or any Ownership Entity 

pursuant to the Related Agreements; and (viii) all rights ofDebtor or any Ownership Entity to 

any Deficiency Balances. 

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

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

"Unpaid Principal Balance" means, at any time, (a) when used in COimection 

with multiple Mortgage Loans, an amount equal to the aggregate then outstanding principal 

balance ofsuch Mortgage Loans, and (b) when used with respect to a single Mortgage Loan, an 

amount equal to the then outstanding principal balance ofsuch Mortgage Loan; provided, 

however, that: 

(i) with respect to any Acquired Property that is included among the 

Mortgage Loans on the Closing Date, the Unpaid Principal Balance ofsuch Acquired 

Property shall initially be the amount set forth on the Mortgage Loan Schedule, as 

adjusted to its Adjusted Cut-OffDate Unpaid Principal Balance, and thereafter 

determined in the same manner as all other Acquired Property; 

(ii) in the case ofa Mortgage Loan for which all ofthe related Underlying 

Collateral has been converted to Acquired Property (including REO Property), until such 

time as the Acquired Property (or any portion thereof) is liquidated, the unpaid principal 

balance ofsuch Mortgage Loan shall be deemed to equal the Net Fair Value ofthe 

Acquired Property, less the net proceeds of any sales of any portions ofthe Acquired 

Property effective after such conversion; or 

(iii) in the case of a Mortgage Loan for which some ofthe related Underlying 

Collateral has been converted to Acquired Property (including REO Property), the sum of 

(A) the remaining outstanding Unpaid Principal Balance ofsuch Mortgage Loan as ofthe 

date ofthe partial conversion and (B) until such time as the Acquired Property (or any 

portion thereof) is liquidated, the Net Fair Value ofthe Acquired Property, less the net 

proceeds of any sales ofany portions ofthe Acquired Property effective after such 

conversion; or 

-24­

FDIC SFR 20I0-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
(iv) the Unpaid Principal Balance with respect to any Acquired Property will 

be increased by the amount of, without duplication, (A) any advances by the Initial 

Member during the Interim Servicing Period under the Contribution Agreement, (B) any 

Funding Draws and (C) any Servicing Expenses capitalized thereto in accordance with 

applicable Law to the extent that capitalizing such Servicing Expenses would have been 

permitted under the applicable Mortgage Loan Documents prior to the conversion ofthe 

Mortgage Loan to Acquired Property. 

ARTICLE II Miscellaneous 

Section 2.1 Enforceability ofthis Agr~ement. Notwithstanding that this Agreement 

has not been executed by all parties described in this Agreement, this Agreement is enforceable 

against each party which has executed this Agreement. The parties which execute this 

Agreement acknowledge that the Ancillary 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 ofthis 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 may otherwise be expressly provided herein or in 

any Ancillary Document, each party shall pay its own expenses (including legal, accounting 

investment banker, broker or finder's fees) incident to the negotiation and execution ofthis 

Agreement and the Ancillary Documents, and the performance ofits obligations hereunder. 

Section 2.3 Waivers and Amendments. Notwithstanding anything to the contrary 

contained elsewhere in this Agreement, the parties to a certain Ancillary Document may amend 

such Ancillary Document by execution of all parties thereto (subject to the amendment 

provisions ofsuch Ancillary Document, including, but not limited to, the amendment ofany 

definitions to be applicable to such Ancillary Document). 

Section 2.4 Counterparts: Facsimile Signatures. 

(a) This Agreement may be executed in any number of counterParts, each ofwhich 

shall be an original and all ofwhich shall together constitute one and the same instrument. It 

shall not be necessary for any counterpart to bear the signature ofall 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 

agreement and shall be considered to have the same binding legal effect as ifit 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 ofa 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. 

-25­ FDrC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
Section 2.5 Successors and Assigns. This Agreement shall be binding upon and inure 

to the benefit ofthe parties hereto which have executed this Agreement and their respective 

successors and assigns. 

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 ofits obligations hereunder. 

(b) Severability. Any provision ofthis Agreement which is prohibited or 

unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as 

follows: (i) ifsuch 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 may be; (ii) without limitation ofclause (i), such provision shall in any event be ineffective 

only as to such jurisdiction and only to the extent ofsuch 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 ofclauses 

-(i) or (ii), such ineffectiveness shall not invalidate any ofthe remaining provisions ofthis 

Agreement. Without limitation ofthe preceding sentence, it is the intent ofthe parties to this 

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

provision ofthis Agreement is prohibited or unenforceable in anyjurisdiction (because ofthe 

duration or scope (geographic or otherwise) ofsuch provision, or for any other reason) such 

court shall have the power to, and shall, (x) modify such provision (including without limitation, 

to the extent applicable, by limiting the duration or scope ofsuch provision and/or the Persons 

against whom, and/or the circumstances under which, such provision shall be effective in such 

jurisdiction) for purposes ofsuch proceeding to the minimum extent necessary so that such 

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

provision, as so modified pursuant to clause (x), in such proceeding. 

Section 2. 7 Jurisdiction; Venue and Service 

(a) The Company, on behalf ofitself and its Affiliates, hereby irrevocably and 

unconditionally: 

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

the Southern District ofNew York and to the jurisdiction ofthe United States District 

Court for the District ofColumbia forany suit, action or proceeding against it or any of 

its Affiliates commenced by the Initial Member arising out of, relating to, or in 

connection with this Agreement or any Ancillary Document, and waives any right to: 

I. remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum (other than the court 

in which the Initial Member files the action, suit or 

proceeding) without the consent ofthe Initial Member; 

FDIC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

-26­

13234794.5 
2. 	 assert that venue is improper in either the United States 

District Court for the Southern District ofNew York or the 

United States District Court for the District ofColumbia; or 

3. 	 assert that the United States District Court for the Southern 

District ofNew York or ' the United States District Court for 

the District ofColumbia is an inconvenient forwn; 

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

New York, County ofNew York, for any suit, action or proceeding against it or any ofits 

Affiliates commenced by the Initial Member ari; ing out of, relating to, or in connection 

with this Agreement or any Ancillary 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 forwn without the consent 

ofthe Initial Member); 

2. 	 assert that venue is improper in the Supreme Court ofthe 

State ofNew York, County ofNew York; or 

3. 	 assert that the Supreme Court of the State ofNew York, 

County ofNew York, is an inconvenient forwn; 

(iii) agrees to bfing any suit, action or proceeding by the Company, or 

its Affiliate against the Initial Member arising out of, relating to, or in connection with 

this Agreement or any Ancillary Document, in only the United States District Court for 

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

Columbia, and waives any right to remove or transfer such suit, action or proceeding to 

any other court or dispute-resolution forum without the consent ofthe Initial Member, 

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

United States District Court for the Southern District ofNew York or the United States 

District Court for the District ofColumbia at the option ofthe Initial Member; and 

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

ofNew York and the United States District Court for the District ofColumbia 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 ofthe State ofNew York, 

County ofNew York, and waives any right to remove or transfer such suit, action or 

proceeding to any other court or dispute-resolution forum without the consent ofthe 

Initial Member. 

(b) Each ofthe Private Owner and the Company, on behalf ofitself and its Affiliates, 

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; 

-27­

FDIC SFR 2010-3 (Final) 

Agreement ofCommon Definitions 

13234794.5 
(c) Subject to the provisions ofSection 2.7(d), each ofthe Private Owner and the 

Company, on behalf ofitselfand its Affiliates, the Purchase Money Notes Guarantor, and the 

Initial Member hereby irrevocably and unconditionally agrees that service ofall 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 ofcopies thereof by registered or certified mail, postage prepaid, 

to it at its address for notices pursuant to Sections 18.1 ofthe Custodial and Paying Agency 

Agreement (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 ofJury Trial. EACH OF THE COMPANY, FOR ITSELF AND 

ITS AFFILIATES, AND THE INITIAL MEMBER 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 ISTO BE 

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 LAW 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. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

-28­

FDIC SFR 20 I 0-3 (Final) 

Agreement ofCommon Definitions 

1 32347~4.5 
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. 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

IN ITS SEPARATE CAPACITIES AS RECEIVER 

FOR EACH OF TilE FAILED BANKS, as Initial 

:mi 	 L 

Name: Ralph Maiaml 

Title: Attorney-in-Fact 

2010-3 SFR VENTURE, LLC 

By: 	 Federal Deposit Insurance Corporation, in its 

separate capacities as receiver with respect to each 

::~·eM: arne: Ph M8Jam1 

Title: Attorney-in-Fact 

SFR2010..3 ACQUISITION LLC, as Private Owner 

By: 	 RoundPoint SFR 2010-3 Acquisition LLC, its 

managing member 

By: 

Name: 

Title: 

FDIClOl~l 

Aar~ent ofCommon Oefini1ions 
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. 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

IN ITS SEPARATE CAPACITIES AS RECEIVER 

FOR EACH OF THE FAILED BANKS, as Initial 

Member 

By: 

Name: Ralph Malami 

Title: Attorney-in-Fact 

2010-3 SFR VENTURE, LLC 

By: 	 Federal Deposit Insurance Corporation, in its 

separate capacities as receiver with respect to each 

ofthe Failed Banks 

By: 


Name: Ralph Malami 


Title: Attorney-in-Fact 


SFR 2010-3 ACQUISITION LLC, as Private Owner 

By: 	 RoundPoint SFR 20 ........;.o.....&""'"""'--'.._...........L...&....:a 

managing member 

By: 

Name: S"' "W'\ 

Title: S ~c..v-~k..-'J 

FDIC2010·3 

Agreement of Common Definitions 
::TIBANK, Nr, as P)!;iing A_grnt 

•r Custod;an 

Name: Cirino Eman_uele ~ 

T itle : i.~"(. \>f"'.\.~~ 

ROUNDPOINT MORTGAGE SERVICING 

CORPORATION, as Servicer 

By: 

Name: 

Tit le: 

FDIC 2010-3 

A&reemmt orCommon D~finiuons 
CITIBANK, N.A., as Paying Agent and Custodian 

By: 

Name: Cirino Emanuele 

Title: 

ROUNDPOTNT MORTGAGE SERVICING 


CORPORATION as Serv· er 

By: 

FDIC 2010-3 


Agreement ofCQmmon Dcf~nitions 
SCHEDULE I 


List ofVarious Failed Financial Institutions 

Bank Name City State Fund Closing Date 

IndyMac Bank Pasadena CA 10007 711112008 ­

New Frontier Bank Greeley co 10050 4/ 10/2009 

First Bank of Beverly Hills Calabasas CA 10054 4/24/2009 

First Bank of Idaho Ketchum ID 10055 4/24/2009 

Silverton Bank, NA Atlanta GA 10059 510112009 

Westsound Bank Bremerton WA 10060 5/08/2009 

Security Bank of Bibb County 

Corus Bank 

Macon GA 10085 7/24/2009 

Chicago IL 10117 9/ 18/2009 

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

Irwin F. S.B. Columbus IN 10121 9/ 18/2009 

Warren Bank Warren MI 10125 10/02/2009 

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

Republic Federal Bank Miami FL 10158 1211112009 

Citizens State Bank New Baltimore MI 10162 12/ 18/2009 

Rockbridge Commercial Bank Atlanta GA 10164 12118/2009 

Barnes Banking Company Kayville UT 10171 1115/2010 

Bank of Leeton Leeton MO 10174 1122/2010 

Florida Community Bank Immokalee FL 10181 1/29/2010 

Marshall Bank Hallock MN 10182 1129/2010 

Centennial Bank Ogden UT 10193 3/05/2010 

Desert Hills Bank Phoenix AZ 10205 3/26/2010 

Broadway_Bank Chicago IL 10219 4/23/2010 

Citizens Bank & Trust ofChicago Chicago IL 10220 4/23/2010 

Lincoln Park Savings Bank Chicago IL 10221 4/23/2010 

New Century Bank 

Peotone Bank & Trust Co. 

Chicago IL 10222 4/23/20 10 

Peotone IL 10223 4/23/20 10 

CF Bancorp (Citizens First) Port Huron MI 10226 4/ 30/2010 

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

Arcola Homestead Savings Bank Arcola IL 10246 6/04/2010 

13234194.5