2011-SIP-1 CRE/CADC Structured Transaction 

Execution Copy 

PRIVATE OWNER INTEREST 


SALE AND ASSIGNMENT AGREEMENT 


by and among 


ACORN LOAN PORTFOLIO PRIVATE OWNER IV, LLC, 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


in its capacity as Receiver, 


and 


2011-SIP-1 CRE/CADC VENTURE, LLC 


Dated as of August 4, 2011 


2011-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

Version 3.1 
TABLE OF CONTENTS 


Page 

RECITALS ...................................................................................................................................... 1 


1. 	 Sale and Assignment; Purchase Price; Funding of Working Capital Reserve; 


Account Closing .......................................................................................................2 


2. 	 LLC Operating Agreement ......................................................................................3 


3. 	 Additional Security ..................................................................................................3 


4. 	 Specified Parent/Owner Undertaking; LPOA Letter. ..............................................3 


5. 	 Representations and Warranties of Private Owner ..................................................3 


6. 	 Exclusivity of Representations ............................................................................... .4 


7. 	 Assignment ..............................................................................................................4 


8. 	 Beneficiaries ............................................................................................................4 


9. 	 Waivers and Amendments .......................................................................................4 


10. 	 Governing Law ........................................................................................................4 


11. 	 Jurisdiction; Venue and Service ...............................................................................4 


12. 	 Waiver of Jury Trial .................................................................................................6 


13. 	 Notices .....................................................................................................................6 


14. 	 Counterparts; Facsimile Signatures ......................................................................... ? 


15. 	 Headings ..................................................................................................................8 


16. 	 Compliance with Law; Rules of Colistruction.........................................................8 


2011-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

Version 3.1 
PRIVATE OWNER INTEREST 


SALE AND ASSIGNMENT AGREEMENT 


THIS PRIVATE OWNER INTEREST SALE AND ASSIGNMENT AGREEMENT (this 

"Agreement") is made as of August 4, 2011, by and among Acorn Loan Portfolio Private Owner 

IV, LLC, a limited liability company organized and existing under the laws of Delaware (the 

"Private Owner"), the Federal Deposit Insurance Corporation in its capacity as Receiver (the 

"Initial Member"), and 2011-SIP-1 CRE/CADC Venture, LLC, a limited liability company 

organized and existing under the laws of Delaware (the "Company"). For purposes of this 

Agreement, all terms used in this Agreement (including in the preamble and recitals hereto) that 

are defined in, or by reference in, that certain Agreement of Definitions - 20 11-SIP-1 Structured 

Transaction dated as of the date hereof among the parties hereto and certain others (as the same 

may be amended from time to time in accordance with the terms set forth herein for the 

amendment of this Agreement) (the "Agreement of Definitions"), and are not otherwise defined 

herein, shall have the meanings and definitions given, or referred to, in the Agreement of 

Definitions. 

RECITALS 

WHEREAS, the Initial Member formed the Company by causing the Certificate of 

Formation of the Company to be filed with the Secretary of State of the State of Delaware on 

July 29, 2011, holds the sole limited liability company interest in the Company, and has entered 

into the Original LLC Operating Agreement; 

WHEREAS, pursuant to the Contribution Agreement, the Initial Member has contributed 

to the Company all of the Initial Member's right, title and interest in and to the Assets; 

WHEREAS, after conducting a sealed bid sale for a twenty-five percent (25%) limited 

liability company interest in the Company (the "Private Owner Interest"), the FDIC selected 

Acorn Loan Acquisition Venture IV, L.P. (the "Winning Bidder") as the successful bidder 

pursuant to the bid form submitted by it (the "Bid Form") and, in accordance with the 

instructions governing the sealed bid sale, the Winning Bidder has deposited $300,00.00 with its 

bid and an additional $2,264,502.30 after its bid was selected (collectively, the "Earnest Money 

Deposit") with the FDIC; 

WHEREAS, following its selection as the successful bidder, the Winning Bidder formed 

the Private Owner as a Qualified Transferee; 

WHEREAS, the Initial Member desires to transfer the Private Owner Interest to the 

Private Owner (and the Initial Member will retain a seventy-five percent (75%) limited liability 

company interest in the Company) and enter into the LLC Operating Agreement in the form 

attached hereto as Exhibit A, and the Private Owner desires to acquire the Private Owner Interest 

and enter into the LLC Operating Agreement; 

WHEREAS, the Initial Member and the Private Owner desire, as capital contributions to 

the Company on a 50/50 basis, to fund the Working Capital Reserve Account with an aggregate 

amount of$1,500,000.00 (such sum, the "WCR Account Deposit"); and 

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2011-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

Version 3.1 
WHEREAS, the Initial Member's 50% share of such WCR Account Deposit is 

$750,000.00 (the "Initial Member WCR Account Deposit") and the Private Owner's 50% 

share of such WCR Account Deposit is $750,000.00 (the "Private Owner WCR Account 

Deposit"); 

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and 

agreements hereinafter contained, and for other good and valuable consideration the receipt and 

sufficiency of which are hereby acknowledged, the Initial Member, the Private Owner and the 

Company hereby agree as follows: 

1. Sale and Assignment; Purchase Price; Funding of Working Capital Reserve; 

Account Closing. 

(a) Sale and Assignment. Subject to the terms and conditions of this 

Agreement, the Initial Member hereby sells to the Private Owner, and the Private Owner hereby 

purchases from the Initial Member, all of the Initial Member's right, title and interest in and to 

the Private Owner Interest for a purchase price of $25,645,023.00 (the "Private Owner Interest 

Sale Price"). On the date hereof, in satisfaction of its obligation to pay the Private Owner 

Interest Sale Price, the Private Owner shall (i) remit to the Initial Member, by wire transfer of 

immediately available funds, to such account as the Initial Member may direct in writing, an 

amount (the "Purchase Price Payment") equal to the positive difference (if any) between (x) 

the Private Owner Interest Sale Price and (y) the sum of (A) the Earnest Money Deposit and (B) 

the Initial Member WCR Account Deposit, and (ii) (x) remit, on behalf of the Initial Member, by 

wire transfer of immediately available funds, an amount equal to the Initial Member WCR 

Account Deposit to the Paying Agent for credit to the Working Capital Reserve Account, and (y) 

remit, on its own behalf, by wire transfer of immediately available funds, an amount equal to the 

Private Owner WCR Account Deposit to the Paying Agent for credit to the Working Capital 

Reserve Account. 

(b) Closing Procedure. Upon (i) the receipt by the Initial Member of (x) the 

Purchase Price Payment, (y) evidence of the establishment of the Working Capital Reserve 

Account in accordance with the provisions of Section 3.6 of the Custodial and Paying Agency 

Agreement, and (z) confirmation of receipt by the Paying Agent of each of the Initial Member 

WCR Account Deposit and the Private Owner WCR Account Deposit, (ii) the delivery of the 

executed LLC Operating Agreement by the parties thereto (as required by Section 2), (iii) the 

delivery of the Additional Security (as required by Section 3), (iv) the delivery by each Person 

specified in Section 4(a) of a Specified Parent/Owner Undertaking, (v) the delivery by the 

Private Owner of the letter described in Section 4(b), (vi) the delivery of the completed Private 

Owner Interest Asset Value Schedule, in the form attached hereto as Exhibit B, allocating the 

Private Owner Interest Sale Price among the Assets (the "Private Owner Interest Asset Value 

Schedule"), which shall be appended to the Contribution Agreement as the Private Owner 

Interest Asset Value Schedule thereunder, (vii) the delivery of the executed Transferee 

Acknowledgment and Certification, in the form attached hereto as Exhibit C, and (viii) the 

delivery of the executed Joinder and Consent Agreement, in the form attached hereto as Exhibit 

D, the sale and assignment of the Private Owner Interest to the Private Owner and the closing of 

the other transactions contemplated hereby (collectively, the "Closing") shall be effective. 

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Private Owner Interest Sale Agreement 

Version 3.1 
2. LLC Operating Agreement. Contemporaneously with the execution and 

delivery of this Agreement, the Private Owner shall execute and deliver to the Company and the 

Initial Member the LLC Operating Agreement. 

3. Additional Security. Contemporaneously with the execution of this Agreement 

and the LLC Operating Agreement, the Private Owner shall (i) pursuant to the applicable 

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

establish the Private Owner Pledged Account and (ii) deliver (or cause to be delivered) to the 

Paying Agent, the Additional Security (which, if in the form of Qualifying Cash Collateral, shall 

be remitted for deposit into the Private Owner Pledged Account). 

4. Specified Parent/Owner Undertaking; LPOA Letter. 

(a) Contemporaneously with the execution of this Agreement, the Private 

Owner shall cause to be delivered to the Initial Member an instrument in the form attached 

hereto as Exhibit E (a "Specified Parent/Owner Undertaking"), executed by each of (i) the 

Specified Parent of the Private Owner or, if such Specified Parent consists of more than one 

Person, each such Person, and (ii) each Non-Specified Parent PO Owner. Each Person required 

pursuant to the preceding sentence to deliver a Specified Parent/Owner Undertaking shall 

execute and deliver a separate Specified Parent/Owner Undertaking. 

(b) Contemporaneously with the execution of this Agreement, the Private 

Owner shall execute and deliver to the Receiver a letter in the form attached hereto as Exhibit F, 

appropriately completed. 

5. Representations and Warranties of Private Owner. The Private Owner hereby 

represents and warrants separately to each of the Initial Member and the Company as follows: 

(a) The Private Owner is a Qualified Transferee, and as such represents and 

warrants that each item included in such definition is true and correct in all respects as ofthe date 

hereof as if set forth herein. 

(b) All information and documents provided to the Initial Member or its 

agents by or on behalf of the Private Owner or any Affiliate thereof (or by or on behalf of any 

Person comprising the Specified Parent of the Private Owner or any Affiliate thereof) in 

connection with this Agreement and the transactions contemplated hereby, including, but not 

limited to, the "Purchaser Eligibility Certification," the "Bid Certification," the "Structured 

Transaction Qualification Request," the "Bidder Qualification Application," the "Bid Form" and 

the "Structured Transaction Confidentiality Agreement," are true and correct in all respects as of 

the date hereof and do not fail to state any fact necessary to make the information contained 

therein not misleading. 

(c) As of the date hereof, the only Non-Specified Parent PO Owners are 

Calista Corporation, an Alaska corporation, and F ACP Mortgage Investments, LLC, an Alaska 

limited liability company. 

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2011-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

Version 3.1 
6. Exclusivity of Representations. THE PRIVATE OWNER INTEREST IS SOLD 

"AS IS" AND "WITH ALL FAULTS," WITHOUT ANY REPRESENTATION, WARRANTY, 

GUARANTY OR RECOURSE WHATSOEVER, INCLUDING AS TO ITS VALUE (OR THE 

VALUE, COLLECT ABILITY OR CONDITION OF THE ASSETS HELD BY THE 

COMPANY OR ANY OF THE COLLATERAL FOR ANY SUCH ASSETS), FITNESS FOR 

ANY PARTICULAR PURPOSE, MERCHANTABILITY, FITNESS FOR A SPECIFIC 

PURPOSE OR ANY OTHER MATTER, WHETHER EXPRESS OR IMPLIED OR BY 

OPERATION OF LAW OR OTHERWISE, AND THE INITIAL MEMBER SPECIFICALLY 

DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR 

WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE PRIVATE 

OWNER INTEREST, THE ASSETS, OR THE COLLATERAL SECURING THE ASSETS. 

7. Assignment. This Agreement and all of the provisions hereof shall be binding 

upon and inure to the benefit of the parties hereto and their respective heirs (in the case of any 

individual), successors and permitted assigns; provided, however, that the Private Owner may 

not assign this Agreement or any of its rights, interests or obligations hereunder. Any purported 

assignment or delegation in violation of this Agreement shall be null and void ab initio. 

8. Beneficiaries. This Agreement shall inure to the benefit of, and may be enforced 

by, the Initial Member, the Private Owner and the Company and their respective successors and 

assigns. Except for the FDIC (in its corporate capacity), which shall be considered a third party 

beneficiary to this Agreement, there shall be no other third party beneficiaries hereunder. 

9. Waivers and Amendments. No amendment or waiver of any provision of this 

Agreement shall be effective unless the same shall be in writing and executed by the Initial 

Member, the Private Owner, the Company and the FDIC (in its corporate capacity). 

10. Governing Law. EACH PARTY TO THIS AGREEMENT AGREES AND 

ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL 

OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS AGREEMENT IS TO 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 hereto. 

11. Jurisdiction; Venue and Service. 

(a) Each of the Private Owner and the Company, in each case on behalf of 

itself and its Affiliates, hereby irrevocably and unconditionally: 

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

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

the District of Columbia for any suit, action or proceeding against it or any of its Affiliates 

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2011-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

Version3.1 
commenced by the Initial Member ansmg out of, relating to, or m connection with this 

Agreement or any Transaction Document, and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any 

court or dispute-resolution forum (other than the court in which the Initial Member files the 

action, suit or proceeding) without the consent of the Initial Member; 

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

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

District of Columbia; or 

(C) assert that the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia is an 

inconvenient forum; 

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

New York, County of New York, for any 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 Transaction Document (other than the LLC Operating Agreement), and 

waives any right to: 

(A) remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum without the consent of the Initial Member); 

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

State ofNew York, County ofNew York; or 

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

County ofNew York is an inconvenient forum; 

(iii) agrees to bring any suit, action or proceeding by it or any of its 

Affiliates against the Initial Member arising out of, relating to, or in connection with this 

Agreement or any Transaction Document (other than the LLC Operating Agreement) in only the 

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

Court for the District of Columbia, and waives any right to remove or transfer such suit, action or 

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

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

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

Court for the District of Columbia at the option of the Initial Member; and 

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

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

jurisdiction to hear a suit, action or proceeding falling within Section 11 (a)(iii), to bring that suit, 

action or proceeding in only the Supreme Court of the 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 of the Initial Member. 

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20ll-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

Version 3.1 
(b) Each of the Private Owner and the Company, in each case on behalf of 

itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment 

entered against it in any suit, action or proceeding falling within Section ll(a) may be enforced 

in any court of competent jurisdiction. 

(c) Subject to the provisions of Section ll(d), each of the Private Owner and 

the Company, in each case on behalf of itself and its Affiliates, and the Initial Member, hereby 

irrevocably and unconditionally agrees that service of all writs, process and summonses in any 

suit, action or proceeding pursuant to Section ll(a) or Section 11(b) may be effected by the 

mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for 

notices pursuant to Section 13 (with copies to such other Persons as specified therein); provided, 

however, that nothing contained in this Section 11(c) shall affect the right of any party to serve 

process in any other manner permitted by Law. 

(d) Nothing in this Section 11 shall constitute consent to jurisdiction in any 

court by the FDIC, other than as expressly provided in Section 11(a)(iii) and Section ll(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 the FDIC in any forum. 

12. Waiver of Jury Trial. EACH OF THE PRIVATE OWNER AND THE 

COMPANY, FOR ITSELF AND ITS AFFILIATES, AND THE INITIAL MEMBER, HEREBY 

IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A 

TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS 

AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A 

JUDGE SITTING WITHOUT A JURY. 

13. Notices. All notices, requests, demands and other communications required or 

permitted to be given or delivered under or by reason of the provisions of this Agreement shall 

be in writing and shall be given by certified or registered mail, postage prepaid, by delivery by 

hand or by nationally recognized courier service, or by electronic mail, in each case mailed or 

delivered to the applicable address or electronic mail address specified in, or in the manner 

provided in, this Section 13 below. All such notices, requests, demands and other 

communications shall be deemed to be given or made upon the earlier to occur of (i) actual 

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

nationally recognized courier service, when signed for (or refused) by or on behalf of the 

relevant party hereto; (B) if delivered by mail, when delivered (or refused), and (C) if delivered 

by electronic mail (which form of delivery is subject to the provisions of this paragraph), when 

delivered and capable of being accessed from the recipient's office computer, provided that any 

notice, request, demand or other communication that is received other than during regular 

business hours of the recipient shall be deemed to have been given at the opening of business on 

the next Business Day of the recipient. In no event shall a voice mail message be effective as a 

notice, communication or confirmation hereunder. From time to time, any party may designate a 

new address for purposes of notice to it hereunder by notice to such effect to the other parties 

hereto in the manner set forth in this Section 13. 

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20ll-SIP-l CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

Version 3.1 
Ifto the Initial Member, to: 

Assistant Director - Structured Transactions 

Federal Deposit Insurance Corporation 

550 17th Street, NW (Room F-7015) 

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

Email: rmalami@fdic.gov 

with a copy to: 

Supervisory Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room D-7102) 

Arlington, Virginia 22226 

Attention: Kathleen Russo 

E-mail Address: krusso@fdic.gov 

If to the Private Owner or to the Company, to: 

Acorn Loan Portfolio Private Owner IV, LLC or 2011-SIP-1 CRE/CADC 

Venture, LLC 

c/o Sabal Financial Group, L.P. 

4675 MacArthur Court, Suite 1550 

Newport Beach, CA 92660 

Attention: 

with a copy to: 

Paul Hastings LLP 

515 South Flower Street, 25th Floor 

Los Angeles, CA 90071 

Attention: Robert M. Jr. and Philip N. Feder 

F 

14. Counterparts; Facsimile Signatures. This Agreement may be executed in any 

number of counterparts, each of which shall be an original and all of which shall together 

constitute one and the same instrument. It shall not be necessary for any counterpart to bear the 

signature of all parties hereto. 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 if it 

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2011-SIP-1 CRE/CADC Structured Trausactiou 

Private Owner Interest Sale Agreement 

Version 3.1 
were the original signed version thereof delivered in person. No signatory to this Agreement 

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

fact that any signature or agreement was transmitted or communicated through the use of a 

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. 

15. Headings. Section or paragraph titles or captions contained in this Agreement are 

inserted only as a matter of convenience and for reference and in no way define, limit, extend or 

describe the scope of this Agreement or the intent of any provisions hereof. All Section and 

paragraph references contained herein shall refer to Sections and paragraphs in this Agreement 

unless otherwise specified. 

16. Compliance with Law; Rules of Construction. Except as otherwise specifically 

provided herein, each party to this Agreement shall, at its own cost and expense, obey and 

comply with all Laws, as they may pertain to such party's performance of its obligations 

hereunder. The Rules of Construction apply to this Agreement. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

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2011-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

Version 3.1 
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as 

of the date first written above. 

PRIVATE OWNER: 

ACORN LOAN PORTFOLIO PRIVATE 

OWNER IV, LLC, a Delaware limited liability 

company 

By: Acorn Loan Acquisition Venture IV, L.P., 

its managing member 

By: 

Name: L~vj 

Title: Authorized Signatory 

INITIAL MEMBER: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR FIRSTIER BANK, 

LOUISVILLE, COLORADO 

By: ------------------------------­ Name: Heidi Silverberg 

Title: Senior Capital Markets Specialist 

[Signature Page to Private Owner Interest Sale and Assignment Agreement- Page I of2] 

2011-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

Version 3.1 
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as 

ofthe date first written above. 

PRIVATE OWNER: 

ACORN LOAN PORTFOLIO PRIVATE 

OWNER IV, LLC, a Delaware limited liability 

company 

By: Acorn Loan Acquisition Venture IV, L.P., 

its managing member 

By: ______________________________ 


Name: 


Title: Authorized Signatory 


By: ______________________________ 


Name: 


Title: Authorized Signatory 


INITIAL MEMBER: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR FIRSTIER BANK, 

LOUISVILLE, COLORADO 

By: 

Name: 

Title: Senior Capital Markets Specialist 

[Signature Page to Private Owner Interest Sale and Assignment Agreement- Page I of2] 

2011-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

Version 3.1 
COMPANY: 

2011-SIP-1 CRE/CADC VENTURE, LLC 

By: Federal Deposit Insurance Corporation in its 

capacity as Receiver for FirsTier Bank, Louisville, 

Colorado, as Sole Member and Manager 

By: 

Name: 

Title: Senior Capital Markets Specialist 

[Signature Page to Private Owner Interest Sale and Assignment Agreement- Page 2 of2] 

2011-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

Version 3.1 
Exhibit A 

Form of LLC Operating Agreement 

2011-SIP-l CRE/CADC Structured Transactiou 

Private Owner Interest Sale Agreement 

Version3.1 
Exhibit B 

Form of Private Owner Interest Asset Value Schedule 

2011-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

Version 3.1 
Exhibit C 

[FORM OF TRANSFEREE ACKNOWLEDGMENT AND CERTIFICATION] 

TRANSFEREE ACKNOWLEDGMENT AND CERTIFICATION 

Reference is made to the Private Owner Interest Sale and Assignment Agreement dated August 4, 2011 

(the "Private Owner Interest Sale Agreement") by and among Acorn Loan Portfolio Private Owner IV, LLC, 

a Delaware limited liability company (the "Private Owner"), the Federal Deposit Insurance Corporation in its 

capacity as Receiver (the "Initial Member"), and 2011-SIP-1 CRE/CADC Venture, LLC, a Delaware limited 

liability company (the "Company"). Capitalized terms used, and not otherwise defined, in this Transferee 

Acknowledgement and Certification have the meanings given in the Private Owner Interest Sale Agreement 

(including without limitation in the Agreement of Definitions referred to therein). 

The undersigned, the Private Owner, hereby acknowledges and certifies to the Initial Member that it has 

read and understands, and is prepared to cause the Company to comply with, the obligations imposed upon the 

Company under the Contribution Agreement and the Transaction Documents. Without limiting the foregoing, 

and subject to the provisions of the Contribution Agreement and the Transaction Documents, the Private Owner 

is aware of and prepared to cause the Company to comply with the obligations as specified in the Contribution 

Agreement (i) to remove the Initial Member and the Failed Bank as a party to any Assumed Closing Date Asset 

Litigation (including without limitation the actions on the List (as defined below)), and to substitute the 

Company as the real party-in-interest in any such Assumed Closing Date Asset Litigation and (ii) to take all 

actions necessary to file (x) proofs of claims in pending bankruptcy cases involving any Assets for which the 

Initial Member or the Failed Bank has not already filed a proof of claim, and (y) all documents required by Rule 

3001 of the Federal Rules of Bankruptcy Procedure and to take all such similar actions as may be required in 

any relevant jurisdiction in any pending bankruptcy or insolvency case or proceeding in such jurisdiction 

involving any Assets in order to evidence and assert the Company's rights. 

Attached hereto as Schedule I is a list of litigation made available with respect to the Assets (the "List"). 

The undersigned acknowledges that the Initial Member makes no representation or warranty as to the 

completeness or accuracy of the List or the information contained or referred to therein and that (without 

limitation of the foregoing) there may be additional litigation or bankruptcy actions pending against the Failed 

Bank or the Initial Member with respect to the Assets or with respect to other parties with respect to the Assets. 

Date: August 4, 2011 	 ACORN LOAN PORTFOLIO PRIVATE OWNER IV, LLC, a 

Delaware limited liability company 

By: Acorn Loan Acquisition Venture IV, L.P., its managing member 

By: _______________________________ 

Name: 

Title: Authorized Signatory 

By: _______________________________ 

Name: 

Title: Authorized Signatory 

20ll-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

Version 3.1 
SCHEDULE I TO TRANSFEREE ACKNOWLEDGEMENT AND CERTIFICATION 


LIST OF LITIGATION 

[Attach] 

2011-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

Version 3.1 
Exhibit D 

[FORM OF JOINDER AND CONSENT AGREEMENT] 

JOINDER AND CONSENT AGREEMENT 

THIS JOINDER AND CONSENT AGREEMENT, dated as of August 4, 2011, is 

delivered pursuant to Section 1(b) of the Private Owner Interest Sale and Assignment 

Agreement, dated as of August 4, 2011, by and among Acorn Loan Portfolio Private Owner IV, 

LLC, a limited liability company organized and existing under the laws of Delaware (the 

"Private Owner"), the Federal Deposit Insurance Corporation, in its capacity as Receiver (the 

"Initial Member"), and 2011-SIP-1 CRE/CADC Venture, LLC, a limited liability company 

organized and existing under the laws of Delaware (the "Company") (the "Private Owner 

Interest Sale Agreement"). Capitalized terms used herein without definition are used as 

defined in the Private Owner Interest Sale Agreement (including without limitation in the 

Agreement of Definitions referred to therein). 

By executing and delivering this Joinder and Consent Agreement, the Private Owner 

hereby becomes a party to the Asset Contribution Agreement, dated as of the date of this Joinder 

and Consent Agreement, by and between the Initial Member and the Company (the 

"Contribution Agreement") with the same force and effect as if originally named as a party to 

the Contribution Agreement and, without limiting the generality of the foregoing, consents to 

and assumes all obligations and liabilities imposed upon the Private Owner pursuant to the 

Contribution Agreement. The Private Owner hereby agrees to be bound for all intents and 

purposes as a party to the Contribution Agreement. 

(remainder ofpage blank) 

2011-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

Version 3.1 
IN WITNESS WHEREOF, the Private Owner has caused this Joinder and Consent 

Agreement to be duly executed and delivered as ofthe date first above written. 

PRIVATE OWNER: 

ACORN LOAN PORTFOLIO PRIVATE OWNER IV, LLC, a Delaware limited liability 

company 

By: Acorn Loan Acquisition Venture IV, L.P., its managing member 

By: _______________________________ 


Name: 


Title: Authorized Signatory 


By: _________________________________ 


Name: 


Title: Authorized Signatory 


ACKNOWLEDGED AND AGREED as of the date 


first above written: 


INITIAL MEMBER: 

FEDERAL DEPOSIT INSURANCE CORPORATION 

in its capacity as Receiver for 

FirsTier Bank, Louisville, Colorado 

Name: Heidi Silverberg 

Title: Senior Capital Markets Specialist 

COMPANY: 

2011-SIP-1 CRE/CADC VENTURE, LLC 

By: Federal Deposit Insurance Corporation 

in its capacity as Receiver for FirsTier Bank, 

Louisville, Colorado, as Sole Member and Manager 

By:________________________ 

Name: Heidi Silverberg 

Title: Senior Capital Markets Specialist 

2011-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

Version 3.1 
Exhibit E 

[Form of Specified Parent/Owner Undertaking] 

SPECIFIED PARENT/OWNER UNDERTAKING 

This SPECIFIED PARENT/OWNER UNDERTAKING (this "Undertaking"), dated as of 

[ ], 20U1 is made by [ , a [ ] (the "Promisor"), for the severable 

benefit of each of the Company and the Initial Member2 (as such terms are defined hereinbelow) 

(collectively, the "Beneficiaries"). 

W I TN E S S E T H: 

WHEREAS, Promisor and/or Affiliates of the Promisor, either alone or together with one 

or more other Persons, Control and/or hold an Ownership Interest in, the Private Owner; 

[WHEREAS, it is contemplated that contemporaneously with the execution and delivery 

hereof, (i) the Transferor and the Company will execute and deliver the Contribution Agreement, 

pursuant to which, inter alia, the Assets will be contributed to the Company, and (ii) the Federal 

Deposit Insurance Corporation in its capacity as Receiver, the Company and the Private Owner 

will execute and deliver that certain Private Owner Interest Sale and Assignment Agreement 

dated of even date herewith (the "Private Owner Interest Sale Agreement"), pursuant to which, 

inter alia, the Private Owner will acquire the Private Owner Interest and become a member of the 

Company; and 

WHEREAS, the parties to the Contribution Agreement and the Private Owner Interest 

Sale Agreement (other than the Private Owner) are not willing to proceed with the execution and 

delivery thereof unless the Promisor, contemporaneously therewith, executes and delivers this 

Undertaking (and the Private Owner is required to cause the Promisor to execute and deliver this 

Undertaking pursuant to the Private Owner Interest Sale Agreement);p 

[WHEREAS, prior to the date hereof, (i) the Transferor and the Company executed and 

delivered the Contribution Agreement, pursuant to which, inter alia, the Assets were contributed 

to the Company, and (ii) the Federal Deposit Insurance Corporation in its capacity as Receiver 

and the Private Owner executed and delivered that certain Private Owner Interest Sale and 

Assignment Agreement dated August 4, 2011 (the "Private Owner Interest Sale Agreement"), 

pursuant to which, inter alia, the Private Owner acquired the Private Owner Interest and become 

a member of the Company; and 

1. 	 To be dated the Closing Date in the case of any Undertaking delivered on the Closing Date. To be dated the 

date of delivery in the case of any Undertaking delivered after the Closing Date. 

2. 	 If this Undertaking is being executed after the Closing Date, the bracketed language may be omitted if the 

Secured Obligations have, prior to execution, been indefeasibly paid in full. 

3. 	 This "Whereas" clause, and the immediately preceding "Whereas" clause, are to be included in an Undertaking 

executed on the Closing Date. 

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Private Owner Interest Sale Agreement 

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WHEREAS, pursuant to one or more undertakings executed and delivered pursuant to the 

Private Owner Interest Sale Agreement, one or more other Persons procured that the Promisor 

would execute and deliver this Undertaking (and in any event the failure of the Promisor to 

execute and deliver this Undertaking would constitute an "Event of Default" under the LLC 

Operating Agreement, to the detriment of the Private Owner and the Promisor);]4 

NOW, THEREFORE, [in order to induce the parties to the Contribution Agreement and 

the Private Owner Interest Sale Agreement (other than the Private Owner) to proceed with the 

execution and delivery thereof, and for other good and valuable consideration, the receipt and 

adequacy of which are hereby acknowledged,]S [in order to fulfill the requirements of the prior 

undertaking(s), and to avoid the Event of Default, described above,] 6 the Promisor hereby 

irrevocably and unconditionally undertakes and covenants, for the several benefit of each of the 

Beneficiaries, as follows: 

1. Certain Definitions. Capitalized terms used, but not otherwise defined, in 

this Undertaking (including in the preamble and recitals hereto) shall have the respective 

meanings ascribed to such terms in the Private Owner Interest Sale Agreement (including in the 

Agreement of Definitions referenced therein). 

2. Representations and Warranties. The Promisor hereby represents and 

warrants to each of the Beneficiaries that: 

(a) The Promisor has all power and authority necessary to enter into this 

Undertaking and to perform its obligations hereunder; 

(b) This Undertaking has been duly executed and delivered by the Promisor, 

and constitutes the valid and legally binding agreement of the Promisor, enforceable in 

accordance with its terms against the Promisor subject to the effect of bankruptcy, insolvency, 

moratorium and other similar laws relating to creditors' rights generally; 

(c) The execution, delivery and performance of (including compliance by the 

Promisor with) this Undertaking will not result in any violation or breach of, or default under, 

any contract, agreement or other instrument to which the Promisor or any of its Affiliates is a 

party or by which the Promisor or any of its Affiliates is bound, any fiduciary duty owed by the 

Promisor or any of its Affiliates to any third party, or any judgment, order, decree, statute, law, 

ordinance, rule or regulation applicable to the Promisor or any of its Affiliates or to the 

properties of the Promisor or any of its Affiliates; and 

(d) No consent, approval, order, or authorization of, or registration, 

declaration or filing with, any governmental authority remains to be obtained or made by the 

4. 	 This "Whereas" clause, and the immediately preceding "Whereas" clause, are to be included in an Undertaking 

executed after the Closing Date. 

5. 	 Bracketed language to be included in an Undertaking executed on the Closing Date. 

6. 	 Bracketed language to be included in an Undertaking executed after the Closing Date. 

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Private Owner Interest Sale Agreement 

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Promisor or any of its Affiliates in connection with the execution and delivery of this 

Undertaking by the Promisor or the performance of its obligations hereunder. 

3. Undertakings. 

(a) The Promisor (i) shall not, and it shall procure that none of its Affiliates, 

and no Non-Specified Parent PO Owner, shall, at any time prior to the first day after the sixth 

anniversary of the Final Distribution, institute or join, or join or assist any other Person in 

instituting or joining, or cause the Private Owner or the Company to institute, a Specified 

Proceeding, and (ii) without limitation of clause (i), shall procure that the Private Owner shall 

not, prior to the Final Distribution, institute any Specified Proceeding. 

(b) The Promisor shall procure that each other Non-Specified Parent PO 

Owner shall, contemporaneously with its first becoming a Non-Specified Parent PO Owner, 

execute and deliver to the Beneficiaries an instrument in the form of this Undertaking. 

4. Binding Effect; Beneficiaries; Assignment. This Undertaking shall be 

binding upon the successors and assigns of the Promisor. This Undertaking is for the benefit of 

(but solely for the benefit of) each of the Beneficiaries and their respective successors or assigns 

(each ofwhom are hereby constituted an express third-party beneficiary of this Undertaking) and 

no other Person shall be deemed to have any rights or remedies hereunder or by reason of the 

existence of this Undertaking or any term hereof. 

5. Waivers and Amendments. This Undertaking may not be amended, and 

no waiver of any provision of this Undertaking shall be effective, in each case except by an 

instrument in writing and executed by the Promisor and each Beneficiary. 

6. Specific Enforcement. The Promisor agrees that there can be no adequate 

remedy at law for any failure by it to comply with the terms hereof and, accordingly, (i) each 

Beneficiary shall be entitled to equitable relief, including but not limited to injunction, in the 

event of any such failure (or any threat thereof), in addition to whatever remedies such 

Beneficiary might have at law, and (ii) the Promisor shall not oppose the granting of such relief 

and hereby irrevocably waives any requirement for the security or posting of any bond in 

connection with such relief. The Promisor agrees to indemnify and hold harmless each 

Beneficiary from and against any Losses incurred by such Beneficiary in connection with or 

arising out of any breach of this Undertaking by the Promisor. 

7. Governing Law. IN ACCORDANCE WITH SECTION 5-1401 OF THE 

GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS UNDERTAKING 

IS TO 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 UNDERTAKING TO THE LAW OF ANOTHER JURISDICTION, AND PROMISOR 

UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT 

THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS AGREEMENT. 

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8. Jurisdiction; Venue and Service. 

(a) The Promisor hereby irrevocably and unconditionally: 

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

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

the District of Columbia for any suit, action or proceeding against it commenced by any 

Beneficiary arising out of, relating to, or in connection with this Undertaking, and waives any 

right to: 

(A) remove or transfer such suit, action or proceeding to any 

court or dispute-resolution forum (other than the court in which such Beneficiary files the action, 

suit or proceeding) without the consent of such Beneficiary; 

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

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

District of Columbia; or 

(C) assert that the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia is an 

inconvenient forum; 

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

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

Beneficiary arising out of, relating to, or in connection with this Undertaking, and waives any 

right to: 

(A) remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum without the consent of such Beneficiary; 

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

State ofNew York, County ofNew York; or 

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

County ofNew York is an inconvenient forum; 

(iii) agrees to bring any suit, action or proceeding by it against any 

Beneficiary arising out of, relating to, or in connection with this Undertaking in only the United 

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

for the District of Columbia, and waives any right to remove or transfer such suit, action or 

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

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

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

District Court for the District of Columbia at the option of such Beneficiary; and 

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

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

jurisdiction to hear a suit, action or proceeding falling within Section 8(a)(iii), to bring that suit, 

2011-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

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action or proceeding in only the Supreme Court of the 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 of the applicable Beneficiary. 

(b) The Promisor hereby irrevocably and unconditionally agrees that any final 

judgment entered against it in any suit, action or proceeding falling within Section 8(a) may be 

enforced in any court of competent jurisdiction. 

(c) Subject to the provisions of Section 8(d), the Promisor hereby irrevocably 

and unconditionally agrees that service of all writs, process and summonses in any suit, action or 

proceeding pursuant to Section 8(a) or Section 8(b) may be effected by the mailing of copies 

thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to 

Section 9; provided, however, that nothing contained in this Section 8(c) shall affect the right of 

any party to serve process in any other manner permitted by Law. 

(d) Nothing in this Section 8 shall constitute consent to jurisdiction in any 

court by the FDIC, other than as expressly provided in Section 8(a)(iii) and Section 8(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 the FDIC in any forum. 

9. Notices. All notices, requests, demands and other communications 

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

Undertaking to the Promisor shall be in writing and shall be given by certified or registered mail, 

postage prepaid, by delivery by hand or by nationally recognized courier service, or by electronic 

mail, in each case mailed or delivered to the applicable address or electronic mail address 

specified in, or in the manner provided in, this Section 9 below. All such notices, requests, 

demands and other communications shall be deemed to be given or made upon the earlier to 

occur of (i) actual receipt (or refusal thereof) by the Promisor and (ii) (A) if delivered by hand or 

by nationally recognized courier service, when signed for (or refused) by or on behalf of the 

Promisor; (B) if delivered by mail, when delivered (or refused), and (C) if delivered by 

electronic mail (which form of delivery is subject to the provisions of this paragraph), when 

delivered and capable of being accessed from the Promisor's office computer, provided that any 

notice, request, demand or other communication that is received other than during regular 

business hours of the Promisor shall be deemed to have been given at the opening of business on 

the next Business Day of the Promisor. In no event shall a voice mail message be effective as a 

notice, communication or confirmation hereunder. From time to time, the Promisor may 

designate a new address for purposes of notice to it hereunder by notice to such effect to each of 

the Beneficiaries in the manner set forth in the Custodial and Paying Agency Agreement. 

[PROMISOR] 

[ 


[ 


Attention: [ ] 


Email Address: [ ______ 


2011-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

Version 3.1 
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with copies to: 

Attention: [._______.] 


Email Address: 
'-------' 

10. Counterparts; Facsimile Signatures. This Agreement may be executed in 

any number of counterparts, each of which shall be an original and all of which shall together 

constitute one and the same instrument. 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 if it were the original signed version thereof delivered in person. The Promisor shall not 

raise the use of a facsimile machine or other electronic means to deliver a signature or the fact 

that any signature or agreement was transmitted or communicated through the use of a facsimile 

machine or other electronic means as a defense to the formation or enforceability of a contract 

and the Promisor forever waives any such defense. 

11. Headings. Section or paragraph titles or captions contained in this 

Undertaking are inserted only as a matter of convenience and for reference and in no way define, 

limit, extend or describe the scope of this Undertaking or the intent of any provisions hereof. All 

Section and paragraph references contained herein shall refer to Sections and paragraphs in this 

Undertaking unless otherwise specified. 

12. Rules of Construction. The Rules of Construction apply to this 

Undertaking. 

13. Severability. Any provision of this Undertaking which is prohibited or 

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

follows: (i) if such provision is prohibited or unenforceable in such jurisdiction only as to a 

particular Person or Persons and/or under any particular circumstance or circumstances, such 

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

particular Person or Persons and/or under such particular circumstance or circumstances, as the 

case may be; (ii) without limitation of clause (i), such provision shall in any event be ineffective 

only as to such jurisdiction and only to the extent of such prohibition or unenforceability, and 

such prohibition or unenforceability in such jurisdiction shall not invalidate or render 

unenforceable such provision in any other jurisdiction; and (iii) without limitation of clauses (i) 

or @, such ineffectiveness shall not invalidate any of the remaining provisions of this 

Undertaking. Without limitation of the preceding sentence, it is the intent of the Promisor that in 

the event that in any court proceeding, such court determines that any provision of this 

Undertaking is prohibited or unenforceable in any jurisdiction (because of the duration or scope 

(geographic or otherwise) of such provision, or for any other reason), such court shall have the 

power to, and shall, (x) modify such provision (including, to the extent applicable, by limiting 

the duration or scope of such provision and/or the Persons against whom, and/or the 

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

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

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

20ll-SIP-l CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

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clause (x), in such proceeding. Nothing in this Section 14 is intended to, or shall, limit the ability 

of any Beneficiary to appeal any court ruling or the effect of any favorable ruling on appeal or 

the intended effect of Section 7. 

[The rest of this page intentionally has been left blank.] 

2011-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

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IN WITNESS WHEREOF, the undersigned has executed and delivered this Undertaking 

as of the date first above written. 

[NAME OF SIGNATORY] 

By: 

Name: L--------' 

Title: 

2011-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

Version 3.1 
Exhibit F 

[Form of Letter Designating Individuals for Limited Power of Attorney] 

August 4, 2011 

Federal Deposit Insurance Corporation, 

as Receiver for FirsTier Bank, Louisville, Colorado 

550 17th Street, NW (Room F-7015) 

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

Attention: Kathleen Russo 

Re: Designation of Individuals for Limited Power of Attorney 

Ladies and Gentlemen: 

We refer to (i) that certain Private Owner Interest Sale and Assignment Agreement dated as of 

the date hereof, by and among Acorn Loan Portfolio Private Owner IV, LLC, a limited liability 

company organized and existing under the laws of Delaware, the Federal Deposit Insurance 

Corporation in its capacity as Receiver, and 2011-SIP-1 CRE/CADC Venture, LLC, a limited 

liability company organized and existing under the laws of Delaware (the "Private Owner 

Interest Sale Agreement") and (ii) the Contribution Agreement (as defined in the Agreement of 

Definitions referred to herein). For purposes of this letter, all terms used in this letter that are 

defined in, or by reference in, that certain Agreement of Definitions - 2011-SIP-1 Structured 

Transaction dated as of the date hereof among the parties to the Private Owner Interest Sale 

Agreement and certain others (the "Agreement of Definitions"), and are not otherwise defined 

herein, shall have the meanings and definitions given, or referred to, in the Agreement of 

Definitions. This letter is being delivered pursuant to Section 4(b) of the Private Owner Interest 

Sale Agreement. 

We hereby designate the following individuals as the individuals that should be listed in Exhibit 

A to the Limited Power of Attorney: 

____] 

____] 

[____ 

2011-SIP-1 CRE/CADC Structured Transaction 

Private Owner Interest Sale Agreement 

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We hereby certify that we have complied with the requirements of Section 3.1(d)(iv) of the 

Contribution Agreement in relation to the designation set forth in the preceding sentence. 

This letter shall be deemed to be a Transaction Document. This letter may be executed and 

delivered by facsimile or other electronic means, and in any number of counterparts, each of 

which shall be deemed to be an original and all of which shall together constitute one instrument. 

Very truly yours, 

PRIVATE OWNER: 

ACORN LOAN PORTFOLIO PRIVATE 

OWNER IV, LLC, a Delaware limited liability 

company 

By: Acorn Loan Acquisition Venture IV, L.P., 

its managing member 

By: _______________________________ 


Name: 


Title: Authorized Signatory 


By: _______________________________ 


Name: 


Title: Authorized Signatory 


20ll-SIP-1 CRE/CADC Structured Trausactiou 

Private Owner Interest Sale Agreement 

Version 3.1