Execution Copy 

SIG CRE 2023 Venture LLC 

ASSET TRANSFER AGREEMENT 

BY AND BETWEEN 

THE FEDERAL DEPOSIT INSURANCE CORPORATION IN ITS 

CAPACITY AS RECEIVER 

AND 

SIG CRE 2023 VENTURE LLC 

Dated as of December 14, 2023 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

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TABLE OF CONTENTS 

Article I Definitions and Construction ...................................................................................2 

Section 1.1. Definitions....................................................................................................2 

Section 1.2. Construction .................................................................................................2 

Article II Contribution and Sale of Assets...............................................................................2 

Section 2.1. Assets Acquired by the Company ................................................................2 

Section 2.2. Liabilities Assumed by the Company ..........................................................3 

Section 2.3. Allocation of Payments; Interim Servicing Expenses and PreApproved Charges; Offsets Against Accounts at the Failed Bank ..............3 

Section 2.4. Adjustments .................................................................................................4 

Section 2.5. Rebates and Refunds....................................................................................5 

Section 2.6. Interest Conveyed ........................................................................................5 

Section 2.7. Retained Claims...........................................................................................6 

Section 2.8. Transfer Taxes .............................................................................................7 

Section 2.9. Assets Subject to Existing Agreements .......................................................7 

Section 2.10. Purchase Money Notes ................................................................................7 

Section 2.11. Exempt Taxes...............................................................................................8 

Article III Transfer of Assets, Collateral Documents and Interim Servicing ...........................9 

Section 3.1. Delivery of Documents................................................................................9 

Section 3.2. Recordation of Documents ........................................................................15 

Section 3.3. Transfer of Servicing .................................................................................15 

Section 3.4. Grant of Power of Attorney by Company ..................................................18 

Article IV Covenants, Duties and Obligations of the Company .............................................19 

Section 4.1. Servicing of Assets ....................................................................................19 

Section 4.2. Collection Agency/Contingency Fee Agreements.....................................19 

Section 4.3. Insured or Guaranteed Assets ....................................................................19 

Section 4.4. Reporting to or for the Applicable Taxing Authorities..............................19 

Section 4.5. Assets in Litigation ....................................................................................20 

Section 4.6. Assets in Bankruptcy .................................................................................24 

Section 4.7. Asset-Related Insurance.............................................................................25 

Section 4.8. Loans with Escrow Accounts.....................................................................26 

Section 4.9. Transferor as Lead Lender in Loan Participations.....................................26 

Section 4.10. Contracts for Deed .....................................................................................26 

Section 4.11. Acquired Property......................................................................................26 

Section 4.12. Leases.........................................................................................................27 

Section 4.13. Notice to Borrowers...................................................................................27 

Section 4.14. Notice of Claims ........................................................................................27 

Section 4.15. Use of the FDIC’s Name and FDIC Legal Powers....................................27 

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Section 4.16. Prior Servicer Information .........................................................................27 

Section 4.17. Release of Transferor, FDIC and the Failed Bank.....................................27 

Article V Assets Conveyed “As Is” and Without Recourse ..................................................28 

Section 5.1. Assets Conveyed “As Is” ...........................................................................28 

Section 5.2. No Warranties or Representations with Respect to Escrow 

Section 5.3. No Warranties or Representations as to Amounts of Unfunded 

Section 5.4. Disclaimer Regarding Calculation or Adjustment of Interest on any 

Accounts ....................................................................................................28 

Principal .....................................................................................................28 

Asset...........................................................................................................28 

Section 5.5. No Warranties or Representations With Regard to Information ...............29 

Section 5.6. Intervening or Missing Assignments .........................................................29 

Section 5.7. No Warranties or Representations as to Documents..................................29 

Section 5.8. No Warranties or Representations as to Real Estate Taxes or Other 

Potential Liens Affecting Collateral ..........................................................29 

Section 5.9. No Warranties or Representations as to Assets or Liabilities of 

Ownership Entities.....................................................................................30 

Article VI Repurchase by Transferor......................................................................................30 

Section 6.1. Repurchases at Company’s Option ............................................................30 

Section 6.2. Notice to Transferor...................................................................................32 

Section 6.3. Repurchases at Transferor’s Option...........................................................32 

Section 6.4. Re-delivery of Notes, Files and Documents ..............................................33 

Section 6.5. Waiver of Company’s Repurchase Option ................................................34 

Article VII Miscellaneous Provisions.......................................................................................34 

Section 7.1. Common Terms .........................................................................................34 

Section 7.2. Waivers; Amendment and Assignment .....................................................35 

Section 7.3. Entire Agreement .......................................................................................38 

Section 7.4. Right to Specific Performance ...................................................................38 

Section 7.5. Indemnity ...................................................................................................39 

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Attachments and Schedules 

Attachment A — Asset Schedule 

Attachment B — Private Owner Interest Asset Value Schedule 

Attachment C — Ownership Entity and Receiver Acquired Property Schedule 

Attachment D — Affidavit and Assignment of Claim 

Attachment E — Allonge 

Attachment F — Assignment and Lost Instrument Affidavit 

Attachment G-1 — Assignment of Real Estate Mortgage 

Attachment G-2 — Assignment of Real Estate Deed of Trust 

Attachment G-3 — Omnibus Loan Assignment 

Attachment H — Assignment of Assignment of Leases and Rents and Other Loan 

Documents 

Attachment I — Assignment and Acceptance of Limited Liability Company Interest 

Attachment J-1 — Receiver’s Deed 

Attachment J-2 — Omnibus Property Assignment 

Attachment J-3 — Receiver’s Quitclaim Deed 

Attachment K — Limited Power of Attorney 

Attachment L — Form of Litigation Substitution Report 

Attachment M Purchase Money Notes Guaranty 

Schedule I — Methodology for Determining Percentage Interests in Each Asset Sold 

and Contributed 

Schedule II — List of Purchase Money Notes 

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ASSET TRANSFER AGREEMENT 

THIS ASSET TRANSFER AGREEMENT (as the same may be amended or 

supplemented, this “Agreement”) is made and entered into as of December 14, 2023 by and 

between the Federal Deposit Insurance Corporation, as Receiver (the “Transferor”), and SIG 

CRE 2023 Venture LLC, a Delaware limited liability company (the “Company”). 

RECITALS 

WHEREAS, the Transferor owns the Assets described on the Asset Schedule attached to 

this Agreement as Attachment A (the “Asset Schedule”); 

WHEREAS, the Transferor has determined to liquidate the Assets; 

WHEREAS, the Transferor has formed the Company and holds the sole membership 

interest in the Company; 

WHEREAS, the Transferor desires to transfer the Assets to the Company, partly as a 

capital contribution and partly as a sale, in the manner and on the terms and conditions more 

fully set forth in this Agreement; 

WHEREAS, the Transferor and the Private Owner agree that the transfer of the Assets by 

the Transferor to the Company occurs partly as a sale of an undivided interest in each Asset to 

the Company and partly as a contribution of an undivided interest in each Asset to the Company 

(which undivided interests, for the avoidance of doubt, aggregate 100%) and, furthermore, the 

Transferor and the Private Owner agree that the amount of the undivided interest in each Asset 

that is sold to the Company, and the amount of the undivided interest in each Asset that is 

contributed to the Company, is as determined pursuant to Schedule I hereto; 

WHEREAS, the Transferor and the Company desire that, in consideration of the transfer 

of the Assets to the Company to the extent such transfer constitutes a sale, the Company will 

issue, execute and deliver to the Transferor the Purchase Money Notes dated as of the Closing 

Date with the maturity date and in the principal amount set forth on Schedule II hereto; 

WHEREAS, immediately following the execution and delivery hereof, pursuant to the 

Private Owner Interest Sale Agreement, the Transferor will sell and transfer the Private Owner 

Interest (as defined therein) to the Private Owner for the Private Owner Interest Sale Price; and 

WHEREAS, the Transferor and the Company desire to memorialize their agreement 

relating to the contribution and sale of the Assets to the Company and certain other matters as set 

forth in this Agreement; 

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 Transferor and the Company hereby agree as 

follows: 

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ARTICLE I 

Definitions and Construction 

Section 1.1. Definitions. For purposes of this Agreement, terms used herein (including 

in the preamble and recitals hereto), to the extent the same are defined in, or by reference in, that 

certain Agreement of Common Terms and Definitions dated as of the date hereof, by and among 

the parties hereto and certain others (as the same may be amended from time to time) (the 

“Agreement of Common Terms and Definitions”), and are not otherwise defined herein, have 

the respective meanings and definitions given, or referred to, in such Agreement of Common 

Terms and Definitions. 

Section 1.2. Construction. The Rules of Construction apply to this Agreement. 

ARTICLE II 

Contribution and Sale of Assets 

Section 2.1. Assets Acquired by the Company. The Transferor hereby conveys to the 

Company, and the Company hereby acquires and accepts from the Transferor, in each case 

effective as of the Closing Date, without recourse, by way of a sale to the extent of the initial 

aggregate principal amount of the Purchase Money Notes and otherwise as a capital contribution, 

all right, title and interest of the Transferor in and to: 

(a) the Assets, including all future advances made with respect thereto, and all 

rights in the Collateral pursuant to the Collateral Documents; 

(b) all amounts payable to the Transferor pursuant to the Asset Documents, 

and all obligations owed to the Transferor in connection with the Assets and the Asset 

Documents, in each case after the Closing Date; 

(c) all claims, suits, causes of action or other rights of the Transferor, whether 

known or unknown, against a Borrower or any Obligor or any of their respective Affiliates, 

agents, representatives, contractors or advisors or any other Person arising in connection with or 

pursuant to the Assets or the Asset Documents or that are in any way based on or related to any 

of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and 

all other claims at law or in equity arising pursuant to or in connection with the Asset Documents 

or the transactions related thereto or contemplated thereby; 

(d) all cash, securities or other property received or applied after the Closing 

Date by or for the account of the Transferor related to the Assets, including all distributions 

received through redemption, consummation of a plan of reorganization, restructuring, 

liquidation or otherwise of a Borrower or Obligor pursuant to or with respect to the Assets, and 

any securities, interest, dividends or other property that may be distributed or collected with 

respect to any of the foregoing; 

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(e) to the extent (but only to the extent) specified in the first sentence of 

Section 4.7 below, rights of the Transferor under insurance policies with respect to the Assets; 

and 

(f) all distributions on, or proceeds or products of or with respect to, any of 

the foregoing, and the rights to receive such distributions, proceeds or products thereof; 

provided, however, that such conveyance is subject to the express exclusions set forth in the last 

sentence of Section 2.6, in Section 2.7 and in Section 4.7, and further excludes any contract or 

other instrument that is not a Transferred Contract, and any portion of the Transferor’s limited 

liability company interest in the Company and right, title or interest under the Organizational 

Documents of the Company. The Transferor and the Company agree that the conveyance and 

transfer contemplated by this Section 2.1 and the other provisions of this Agreement is intended 

to be an absolute conveyance and transfer of ownership of the Assets in part by capital 

contribution and in part by sale. 

Section 2.2. Liabilities Assumed by the Company. As of the Cut-Off Date, the 

Company (i) assumes the Obligations, and agrees to perform and pay the Obligations when due, 

and (ii) in addition to and without limitation of clause (i), must indemnify and hold harmless the 

Transferor and the Prior Transferor from and against all costs and expenses (including attorneys’ 

fees and litigation and similar costs, and other out-of-pocket expenses, actually incurred in 

investigating, defending, asserting or preparing the defense of any Action), judgments, awards, 

fines, amounts paid in settlement or penalties incurred by the Transferor and/or the Prior 

Transferor (at any time after the Cut-Off Date) arising out of, resulting from or otherwise in 

connection with any Assumed Closing Date Asset Litigation. Without limitation of the 

preceding sentence, the Company must make such payments to the Transferor or the Prior 

Transferor (as applicable) as necessary to give effect to the assumption of the Obligations by the 

Company as of the Cut-Off Date (as if this Agreement had been executed and delivered at, and 

the “Obligations” determined (for purposes of this sentence) as of, the Cut-Off Date (and the 

Closing Date and the Cut-Off Date were the same date)), including reimbursing the Transferor 

and/or the Prior Transferor (as applicable) for any payments made by the Transferor and/or the 

Prior Transferor between the Cut-Off Date and the Closing Date in respect of the Obligations (as 

so determined). If there arises any question as to whether a Liability arising or becoming due or 

payable pursuant to or in accordance with any Transferred Contract was, in accordance with the 

FDIC Legal Powers legally binding on and valid against the Receiver, the Transferor’s 

determination in this regard will be conclusive and binding on the Company. 

Section 2.3. Allocation of Payments; Interim Servicing Expenses and Pre-Approved 

Charges; Offsets Against Accounts at the Failed Bank. 

(a) All payments and other amounts received on account of any of the Assets 

or Collateral on or before the Cut-Off Date must be retained by and must belong to the 

Transferor (subject to Section 2.3(d) below). However, notwithstanding that the Assets are 

conveyed to the Company only on the Closing Date, any and all Asset Proceeds received at any 

time after the Cut-Off Date must be allocated and distributed to and must belong to the 

Company. 

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(b) The Transferor must be paid or reimbursed by the Company as soon as 

practicable after each Servicing Transfer Date for Interim Servicing Expenses and Pre-Approved 

Charges that an Existing Servicer pays after the Cut-Off Date through the Servicing Transfer 

Date out of its own funds (rather than withdrawing such funds from the Collection Account or 

the Working Capital Reserve Account or otherwise using Asset Proceeds to pay for the 

respective Interim Servicing Expenses or Pre-Approved Charges). Any such amounts for 

Interim Servicing Expenses or Pre-Approved Charges paid after the Cut-Off Date through the 

Servicing Transfer Date owed to but not reimbursed to the Transferor on the Servicing Transfer 

Date for the respective Asset will be reimbursed by the Company to the Transferor on demand. 

(c) Without limitation of, and subject to, the other provisions of this 

Agreement (including Sections 2.3(b), and 3.3(e), and the last sentence of Section 3.3(d)), the 

Transferor will be responsible for reimbursing each third party Existing Servicer for any 

payments made by such third party Existing Servicer to fund Interim Servicing Expenses or PreApproved Charges with respect to an Asset, as well as for any advances of principal or interest or 

any other advances with respect to an Asset made by such third party Existing Servicer. Without 

limitation of, and subject to, the other provisions of this Agreement (including Sections 2.3(b), 

and 3.3(e), and the last sentence of Section 3.3(d)) the Transferor also will be responsible for 

paying any fee owing to an Existing Servicer in connection with the termination of any servicing 

agreement with such Existing Servicer. 

(d) With respect to any Loan, Transferor reserves the right to permit or 

require offsets against such Loan on account of, and with funds in, any applicable deposit 

account (of any related Borrower or other Obligor) held with the Failed Bank. If allowed by 

Transferor (and to the extent so allowed), such offsets will be retroactive to the date that the 

FDIC was appointed Receiver for the Failed Bank. To the extent that such offset is not already 

reflected in the Cut-Off Date Unpaid Principal Balance, (i) the Transferor will give notice to the 

Company of such offset and transfer the amount of such offset (not already reflected in the CutOff Date Unpaid Principal Balance) to the Company to be treated as Asset Proceeds relating to 

such Loan and deposited into the Collection Account (and such offset will be disregarded for 

purposes of determination of the Adjusted Unpaid Principal Balance of such Loan and any 

adjustments pursuant to Sections 2.4(c) or 2.4(d), but will be taken into account for purposes of 

determination of the Unpaid Principal Balance of such Loan for all other purposes), and (ii) the 

Company will (for purposes of the applicable Note(s) and other Asset Documents) and all 

calculations as between the Company and the applicable Borrower (or other Obligor) with 

respect to the amounts owing under such Loan), credit the amount of such offset (on a dollar-fordollar basis) to such Loan according to the terms and conditions of the applicable Note(s) (and 

other Asset Documents) as of the date that the FDIC was appointed Receiver for the Failed 

Bank. 

Section 2.4. Adjustments. 

(a) The Private Owner must, and must cause the Servicer to, cooperate with 

the Transferor in reconciling the amounts of advances made with respect to each Asset through 

the Servicing Transfer Date for such Asset to fund Interim Servicing Expenses, Pre-Approved 

Charges or otherwise. As soon as practicable after the respective Servicing Transfer Date, the 

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Transferor must provide the Company with a statement setting forth, for each Asset that is 

transferred on such Servicing Transfer Date, the amount of all advances made with respect to 

such Asset prior to the Servicing Transfer Date for such Asset and the amount of any 

reimbursement of advances that the Transferor has received from the respective Borrower or 

other Obligor. 

(b) As soon as practicable after each respective Servicing Transfer Date, the 

Transferor must provide the Company with a statement setting forth, for each Asset that is 

transferred on such Servicing Transfer Date, the Adjusted Unpaid Principal Balance, Adjusted 

Escrow Balance and the Unpaid Principal Balance as of the Servicing Transfer Date. Each such 

statement must be accompanied by an explanation of the reasons for any adjustment to any CutOff Date Unpaid Principal Balance or Escrow Balance. In addition, an amount equal to the 

positive balance of any Escrow Accounts with respect to the relevant Group of Assets as of each 

Servicing Transfer Date will be remitted to the Servicer (and will not be considered to constitute 

Asset Proceeds). 

(c) If the Adjusted Unpaid Principal Balance of any Asset exceeds the CutOff Date Unpaid Principal Balance of such Asset (such excess, the “Excess Principal”), the 

Private Owner will be liable to the Transferor for an amount equal to the Adjustment Percentage 

multiplied by the Excess Principal. If the Cut-Off Date Unpaid Principal Balance of any Asset 

exceeds the Adjusted Unpaid Principal Balance of any Asset (such deficiency, the “Principal 

Deficiency”), the Transferor will be liable to the Private Owner for an amount equal to the 

Adjustment Percentage multiplied by the Principal Deficiency. No adjustment will be made for 

any miscalculation of interest on any Asset. 

(d) As soon as practicable after the final Servicing Transfer Date, the 

aggregate amount owed by the Private Owner to the Transferor pursuant to Section 2.4(c) 

(excluding the amount of any Interim Servicing Expenses or Pre-Approved Charges due to the 

Transferor) will be subtracted from the aggregate amount owed to the Private Owner by the 

Transferor pursuant to Section 2.4(c). If the resulting amount is a positive number, the 

Transferor must pay such amount to the Private Owner, and if the resulting amount is a negative 

number, the Private Owner must pay the absolute value of such amount to the Transferor, in each 

case as soon as practicable after the final Servicing Transfer Date. The Company will adjust its 

records to reflect the Adjusted Unpaid Principal Balances, the Adjusted Escrow Balances and the 

Unpaid Principal Balances with respect to the Assets. 

Section 2.5. Rebates and Refunds. The Company is not entitled to any rebates or 

refunds from the Transferor or the Failed Bank from any pre-computed interest Loan regardless 

of when the Note matures. Further, on pre-computed interest Loans, neither the Transferor nor 

the Failed Bank will refund any unearned discount amounts to the Company. 

Section 2.6. Interest Conveyed. In the event a foreclosure on Collateral for any Loan 

occurs after the Cut-Off Date, or occurred on or before the Cut-Off Date but the Redemption 

Period had not expired on or before the Cut-Off Date, the Transferor will convey to the 

Company all of the Transferor’s right, title and interest as of the Closing Date in and to such 

Loan and the related Deficiency Balance, if any, together with the net proceeds, if any, of such 

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foreclosure sale. With respect to any Receiver Acquired Property (including where the 

Transferor was the purchaser thereof at any such foreclosure sale pursuant to the preceding 

sentence), the Transferor will convey to the Company all right, title and interest of the Transferor 

as of the Closing Date in and to the related Underlying Loan and any Deficiency Balance with 

respect thereto, together with a Receiver’s Deed and Omnibus Property Assignment (in the case 

of Receiver Acquired Property other than Potentially Defectively Foreclosed Receiver Acquired 

Property) or a Receiver’s Quitclaim Deed (in the case of Potentially Defectively Foreclosed 

Receiver Acquired Property), as applicable, conveying such Receiver Acquired Property to an 

Ownership Entity, as specified on the Ownership Entity and Receiver Acquired Property 

Schedule (unless the Receiver Acquired Property was purchased by an Ownership Entity, in 

which case the Transferor will convey to the Company all equity interests in such Ownership 

Entity pursuant to an Assignment and Acceptance of Limited Liability Company Interest). The 

Company acknowledges and agrees that the Company is not (directly or indirectly through any 

Ownership Entity) acquiring any interest in or to (a) any Collateral that was foreclosed by the 

Transferor or any of its predecessors-in-interest on or before the Cut-Off Date and for which the 

Redemption Period, if any, had expired on or before the Cut-Off Date (other than Receiver 

Acquired Property (x) expressly described as “Owned Real Estate” on the Ownership Entity and 

Receiver Acquired Property Schedule, or (y) held as of the Closing Date by an Ownership Entity 

set forth in the Ownership Entity and Receiver Acquired Property Schedule); (b) [intentionally 

omitted]; or (c) any performance or completion bond or letter of credit or other assurance filed 

with any Governmental Authority with respect to any Asset for the purpose of ensuring that 

improvements constructed or to be constructed are completed in accordance with any 

governmental regulations or building requirements applicable to the proposed or completed 

improvement to the extent that any such performance or completion bond or letter of credit or 

other assurance constitutes a promise or obligation of the Transferor or the Failed Bank to make 

any payment or otherwise provide any performance or satisfaction. 

Section 2.7. Retained Claims. Notwithstanding anything to the contrary in this 

Agreement, the Company and the Transferor agree that the contribution and sale by the 

Transferor pursuant to this Agreement will exclude the transfer to the Company of any right, title 

and interest of the Transferor, the Failed Bank and any predecessors-in-interest thereto in and to 

any and all claims of any nature whatsoever that now may exist or hereafter may arise, whether 

known or unknown, that the Transferor, the Failed Bank or predecessors-in-interest thereto have 

or had or that any may have or may have had, regardless of when any such claim is discovered, 

against any of the following: (a) officers, directors, employees, insiders, accountants, attorneys, 

other Persons employed by the Transferor, the Failed Bank or any of its predecessors-in-interest, 

underwriters or any other similar Persons who may have caused a loss to the Transferor, the 

Failed Bank or any of its predecessors-in-interest in connection with the initiation, origination, 

servicing or administration of an Asset; (b) any appraisers, accountants, auditors, attorneys, 

investment bankers or brokers, loan brokers, deposit brokers, securities dealers or other 

professional individuals or Persons who performed services for the Transferor, the Failed Bank 

or any of its predecessors-in-interest relative to the initiation, origination, servicing or 

administration of an Asset; (c) any third parties for alleged fraud, misrepresentation or other 

misconduct in connection with the initiation, origination or servicing of an Asset; or (d) any 

appraiser or other Person with whom the Transferor, the Failed Bank or any of their 

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predecessors-in-interest or any servicing agent contracted for services or title insurance or 

closing protection coverage in connection with the initiation, origination, insuring or servicing of 

an Asset; provided, however, that claims under and pursuant to a title insurance policy will not 

constitute excluded or retained claims pursuant to this Section 2.7. 

Section 2.8. Transfer Taxes. Except as otherwise provided in this Agreement, the 

Company must pay, indemnify and hold harmless the Transferor and its Related Persons from 

and against any Transfer Taxes and must file timely any returns required to be filed with respect 

to such Transfer Taxes; provided, however, that the Transferor will pay (and will not be entitled 

to be reimbursed for) any Transfer Taxes in the nature of mortgage recording Taxes and will file 

timely any returns required to be filed with respect to such Transfer Taxes required to complete 

the conveyance of any mortgage under Section 2.1. Transfer Taxes paid by the Company 

pursuant to this Section 2.8 will constitute Pre-Approved Charges. 

Section 2.9. Assets Subject to Existing Agreements. Notwithstanding any provision of 

this Agreement to the contrary, the Company acknowledges and agrees that each Asset is 

conveyed, contributed and sold to the Company subject to any and all contracts and agreements 

to which the Transferor or any predecessor-in-interest is a party with respect to such Asset as of 

the Closing Date, including any settlement agreements, restructuring agreements or sale and 

purchase agreements (other than any Transferor Loan-Servicing Contract). 

Section 2.10. Purchase Money Notes. 

(a) In consideration of the transfer of the Assets to the Company to the extent 

such transfer constitutes a sale, the Company is, contemporaneously with the execution and 

delivery hereof, (i) issuing, executing and delivering to the Transferor the Purchase Money Note 

dated as of the date hereof with the maturity date and in the principal amount set forth on 

Schedule II hereto and (ii) executing and delivering the Reimbursement, Security and Guaranty 

Agreement, the Custodial and Paying Agency Agreement and the Account Control Agreement. 

In consideration of the Transferor agreeing to accept the Purchase Money Note, (x) on each 

Distribution Date prior to the Guaranty Issuance Date the Transferor will receive in respect of 

each Purchase Money Note, and (y) on each Distribution Date on or after the Guaranty Issuance 

Date the Purchase Money Notes Guarantor will receive in respect of each Guaranteed Purchase 

Money Note, and the Transferor will receive in respect of each Non-Guaranteed Purchase Money 

Note, in each case, a fee equal to one-twelfth of 1.0% of the outstanding principal amount of 

such Purchase Money Note (determined for this purpose disregarding any principal payments 

made under a Purchase Money Notes Guaranty, except to the extent having been reimbursed by 

the Company to the PMN Guarantor) calculated on each Determination Date and payable on 

each Distribution Date in accordance with Section 5.1(b)(vi) of the Custodial and Paying Agency 

Agreement (the “Purchase Money Notes Issuance Fee”). 

(b) The Transferor, as the initial Holder of the Purchase Money Notes, 

irrevocably acknowledges, and consents and agrees to, the terms of Article XII of the 

Reimbursement, Security and Guaranty Agreement, and to the terms of any other written agency 

or other similar agreement entered into between the PMN Agent and the Required PMN 

Consenting Parties. Without limitation of the preceding sentence, the PMN Agent will be 

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authorized to act as the agent or other similar representative of and on behalf of the Holders for 

purposes of, among other matters, receiving notices and communications and exercising any 

rights and remedies pursuant to the Transaction Documents at the direction of the Required PMN 

Consenting Parties, together with such other powers and discretion as are reasonably incidental 

thereto. 

Section 2.11. Exempt Taxes. 

(a) As soon as reasonably practicable, but in no event later than twenty-five 

Business Days after the Closing Date, the Company will provide a schedule of any Taxes that the 

Company believes are Exempt Taxes with respect to the Receiver Acquired Property, indicating, 

with respect to each such Exempt Tax, the payment due date, tax period, payee and amount 

thereof, and whether any Governmental Authority has purported to assess such Exempt Tax (in 

whole or in part) and specifying the relevant Governmental Authority, if applicable. To the 

extent meeting the requirements of Section 2.11(b) and specifically noted therein, such schedule 

may also constitute an Assessed Exempt Tax Notice. 

(b) Subject to (i) the last sentence of this Section 2.11(b) and the Transferor’s 

right of contest pursuant to Section 2.11(c) and (ii) the Company providing written notice to the 

Transferor of the payment due date, tax period, payee and amount of any assessed Taxes with 

respect to any Receiver Acquired Property that the Transferor believes are Exempt Taxes 

(“Assessed Exempt Taxes”), and indicating the date upon which each of the applicable Trigger 

Events (as defined below) is likely to occur (the “Assessed Exempt Tax Notice”), the 

Transferor will pay such Assessed Exempt Taxes directly to the applicable taxing authority prior 

to the earliest of the date (each of the following dates to be determined taking into account the 

effect thereon of any relevant proceeding conducted as described in Sections 2.11(c) and (d), 

including, for example, any suspension of the obligation to pay such Assessed Exempt Taxes) 

upon which (w) such Assessed Exempt Taxes are subject to late charges, or interest, accruing 

thereon, (x) the relevant Receiver Acquired Property or any portion thereof is in imminent 

danger of being sold, forfeited, terminated, canceled or lost, (y) the payment of such Exempt 

Taxes is necessary to release a lien or other encumbrance, the release of which is a necessary 

condition to the consummation of a sale of any Receiver Acquired Property, or (z) the Company 

is likely to be subject to civil or criminal damages due to the failure to pay such Assessed 

Exempt Taxes (clauses (w), (x), (y) and (z), collectively, the “Trigger Events”); provided that 

the Transferor’s payment of any Assessed Exempt Taxes as required hereunder will not be 

deemed an admission that such Assessed Exempt Taxes are in fact valid, due or payable and the 

Transferor may make such payment under protest and use any legal means available to challenge 

the amount or validity of such Assessed Exempt Taxes and seek reimbursement from the 

applicable taxing authority. To the extent that all or any portion of any challenged Assessed 

Exempt Taxes are reimbursed, such reimbursed amounts will be the property of the Transferor, 

and the Company will have no rights or interest in such amounts (and the Company will hold in 

trust for the Transferor, and promptly pay over to the Transferor, any such reimbursed amount 

that may be paid to the Company in the first instance). Notwithstanding anything to the contrary 

set forth herein and irrespective of any Trigger Event, the Transferor will not be required to pay 

any Assessed Exempt Taxes sooner than thirty days after its receipt of the related Assessed 

Exempt Tax Notice. If the Transferor determines that any Assessed Exempt Taxes do not 

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constitute Exempt Taxes, (A) the Transferor will have no obligation to pay such Assessed 

Exempt Taxes and (B) the Transferor will provide notice of such determination to the Company, 

provided that the Transferor will have no liability for any failure to provide such notice or any 

obligation to pay such Assessed Exempt Taxes if it fails to provide such notice. 

(c) The Transferor (in its sole discretion) may protest, challenge or otherwise 

contest the amount or validity of any Assessed Exempt Taxes in any manner that it desires, both 

before and after paying such Assessed Exempt Taxes, including by seeking to recover any such 

Assessed Exempt Taxes that it has paid, provided that nothing in this Section 2.11(c) relieves the 

Transferor of its obligation to pay any particular Assessed Exempt Tax (including under protest) 

prior to the applicable Trigger Date as set forth in Section 2.11(b). 

(d) The Company must fully cooperate as requested by the Transferor from 

time to time with respect to any protest, challenge or other contest by the Transferor of any 

Assessed Exempt Taxes, including in any proceeding to recover any such Assessed Exempt 

Taxes that it has paid. Such cooperation will include the Company granting to the Transferor the 

authority or other rights necessary for it to commence a formal Action in the name of the 

Company, or assigning to the Transferor any rights the Company may have to protest, challenge 

or otherwise contest any Assessed Exempt Taxes. 

(e) The Transferor’s determination as to whether or not, and the extent to 

which, a particular Tax constitutes an Exempt Tax will be conclusive and binding for all 

purposes with respect to this Agreement. 

ARTICLE III 

Transfer of Assets, Collateral Documents and Interim Servicing 

Section 3.1. Delivery of Documents. The Company and the Transferor agree to 

execute and deliver to one another the following: 

(a) On the Closing Date (or within a reasonable period of time thereafter as 

specified by the Transferor by written notice to the Company delivered on the Closing Date), the 

Transferor will deliver to the Company such Transfer Documents executed by the Transferor 

and/or the Prior Transferor, as applicable, as the Transferor elects to deliver to the Company, it 

being understood that the Transferor may, in its sole discretion (but without any obligation to do 

so) and at the expense of the Company (which expense will constitute a Pre-Approved Charge), 

prepare (or cause the preparation of), execute and deliver to the Company any such Transfer 

Documents with respect to any or all Assets in such form determined by the Transferor as 

suitable for any required recording or filing in applicable jurisdictions within the United States. 

For avoidance of doubt, delivery of any such Transfer Documents will not result in any liability 

or further obligation of the Transferor (including on account of any errors or omissions in such 

Transfer Documents), and the Company will be responsible for (i) confirming the form and 

content of any such Transfer Documents (and correcting any such errors or omissions therein), 

and (ii) preparing, pursuant to Section 3.1(d) hereof below, all additional Transfer Documents 

not so delivered by the Transferor (including any applicable UCC financing statements (and 

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assignments), any documents to be filed under, or otherwise relating to, the Laws of any Foreign 

Jurisdiction, and any Transfer Documents with respect to (x) any Collateral other than real 

property Collateral, and (y) any Acquired Property other than Acquired REO Property and 

related Ownership Entities). 

(b) Subject to the provisions of the LLC Operating Agreement and Section 

3.1(d) hereof below in relation to the Transfer Documents, the Transferor will deliver or cause to 

be delivered, at the expense of the Company (which expense will constitute a Pre-Approved 

Charge), to the extent they are in the possession of the Transferor or any of its employees or 

contractors (and have actually been located and separately collected as of the Closing Date, or at 

the discretion of the Transferor after the Closing Date, for delivery to the Custodian pursuant to 

this Agreement), (i) the Custodial Documents to the Custodian as soon as is practicable after the 

Closing Date and (ii) the Asset Files with respect to each Asset to either the Company or the 

Servicer (as directed by the Company), in either case on or within a reasonable period of time 

after the Servicing Transfer Date with respect to such Asset; provided (A) any Custodial 

Documents or Asset Files in electronic format may be delivered by the Transferor by making the 

same available for download, for a limited period of time determined by the Transferor, through 

a secure website or electronic sharing platform selected by the Transferor (in which case, the 

Transferor may further require that the Company download and deliver such electronic format 

Custodial Documents to the Custodian, and any applicable electronic Asset Files to the Servicer), 

and (B) any Custodial Documents or Asset Files separately located or collected by the Transferor 

after the Closing Date will be delivered as soon as reasonably practicable after being separately 

located and collected. The Company acknowledges and in any event agrees that, so long as the 

Transferor (or its employees or contractors) holds the Notes and other Custodial Documents 

prior to their transfer to the Custodian as provided in the preceding sentence, the Transferor will 

be deemed to hold such Notes and other Custodial Documents in its capacity as the PMN Agent. 

(c) [intentionally omitted]. 

(d) (i) To the extent that the Transferor does not deliver all the Transfer 

Documents on the Closing Date, (A) as soon as is practicable following the Closing Date but in 

any event by the Transfer Documents Preparation/Submission Deadline, the Company will 

properly prepare on behalf of the Transferor all such Transfer Documents not delivered by the 

Transferor to the Company on the Closing Date (including, as applicable, for purposes of 

reflecting the transfer of the Assets by the Prior Transferor to the Transferor) and (B) on or 

within a reasonable time following the Closing Date, the Transferor will execute and deliver one 

or more Limited Powers of Attorney to selected representatives of the Company for the purpose 

of executing on behalf of the Transferor and, as applicable, the Prior Transferor such Transfer 

Documents prepared by the Company pursuant to Section 3.1(d)(i)(A). Reasonable and 

customary expenses paid to third parties actually incurred by the Company (or the Manager or 

the Servicer for the benefit of the Company) in preparing and executing the Transfer Documents 

on behalf of the Transferor and the Prior Transferor (as applicable) and otherwise complying 

with the obligations set forth in the preceding sentences will constitute Pre-Approved Charges; 

provided, however, that any such expenses with respect to a Transfer Document that is not 

properly prepared and submitted for recordation or filing by the Transfer Documents 

Preparation/Submission Deadline will not constitute Pre-Approved Charges (and will constitute 

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Excluded Expenses) and must be borne by the Private Owner alone. The Company hereby 

releases the Transferor and the Prior Transferor from any loss or damage incurred by the 

Company due to the contents or form of any documents prepared by the Company pursuant to 

this Section 3.1(d). 

(ii) The Company must use the forms set forth in Attachment E to 

Attachment J-3, inclusive, in preparing the Transfer Documents, in each case with such changes 

as may be necessary in order to render such document to be in a form so that it will be accepted 

for recordation or filing in the relevant jurisdiction and/or otherwise sufficient under applicable 

Law to reflect the transfer intended to be effected thereby (including, as applicable, for 

reflecting the transfer by the Prior Transferor to the Transferor). If, with respect to any 

particular property included in the Assets, a document of assignment, conveyance or transfer is 

required to be filed or recorded pursuant to any applicable Law to evidence the transfer thereof 

from the Transferor to the Company (and, as applicable, from the Prior Transferor to the 

Transferor) but none of the forms specified in the preceding sentence (even with such changes 

as are described in the preceding sentence) will be accepted for recordation or filing in the 

relevant jurisdiction, the Company will prepare, and submit to the Transferor for its approval 

(and, upon such approval, will use), a form of document of assignment, conveyance or transfer 

that will so be accepted for recordation or filing in the relevant jurisdiction. The Transfer 

Documents (except (x) Receiver’s Deeds, Omnibus Property Assignments and Receiver’s 

Quitclaim Deeds, which in each case will contain the warranty set forth in the form attached 

hereto, but no other warranties or representations, and (y) special warranty deeds with respect to 

any Contract for Deed delivered pursuant to Section 4.10, which may contain a special warranty 

of title, but no other warranties, consistent with the form of Receiver’s Deed), must contain the 

following sentence: “This assignment is made without recourse, and without representation or 

warranty, express, implied or by operation of law, of any kind or nature whatsoever, by the 

Federal Deposit Insurance Corporation in its capacity as Receiver for [insert one or both of 

Signature Bridge Bank, N.A. and/or Signature Bank, New York, New York, based on applicable 

transferor(s) in such Transfer Document]” 

(iii) The Company must provide a report to the Transferor, each 

Purchase Money Notes Guarantor and the PMN Agent on the progress and status of the 

preparation, execution, recording and/or filing and delivery of the original documents to the 

Custodian as required by this Agreement, and of the resolution of (and measures being taken to 

resolve) any Exceptions identified by the Custodian in any Asset Schedule and Exception List, 

in each case promptly following a request therefor from the Transferor and in any event upon 

each of (A) the first day of the month following the Transfer Documents 

Preparation/Submission Deadline, (B) the first anniversary of the Closing Date and (C) if any 

Exceptions remain or additional documents remain to be delivered as of such first anniversary, 

on a quarterly basis until all such remaining original documents have been delivered and no 

Exceptions exist, with confirmation of the same having been provided to the Transferor, each 

Purchase Money Notes Guarantor and the PMN Agent by the Company (or the Custodian), as 

applicable. 

(iv) For the avoidance of doubt, each Limited Power of Attorney (and 

any similar power of attorney that the Transferor in its discretion may provide to the Company 

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or representatives of the Company (including the Manager or representatives of the Manager)) 

may be used solely to effect the transfer described in Section 2.1 hereof (including, as 

applicable, to reflect and/or perfect the transfer of the Assets by the Prior Transferor to the 

Transferor so as to reflect full chain of title from the Prior Failed Bank), and may not be used 

for any other purpose (including to exercise, or otherwise in connection with any exercise of, 

any rights or remedies under any Collateral Document). In addition, each FDIC Power of 

Attorney must be used strictly in accordance with (A) all applicable terms of (including all 

relevant restrictions set forth in) the Transaction Documents and (B) all applicable Laws 

(including compliance with any applicable notarization requirements and requirements for 

verification of any facts stated in any instrument or other document executed pursuant to such 

FDIC Power of Attorney. The Company must adopt written procedures (which the Company 

must memorialize in its books and records) concerning the use of any FDIC Power of Attorney 

and the selection of the specific individuals that from time to time may be named therein, or 

otherwise authorized thereby, to act in the name of, or otherwise on behalf of, the Transferor, 

the Prior Transferor or the FDIC, including procedures to ensure that each such individual (x) is 

a person that is well-known to the Company, whose background (including absence of any 

criminal record involving fraud or dishonesty or involving any other matter that might reflect 

adversely on the Transferor, the Prior Transferor or the FDIC), reputation in the loan servicing 

and/or asset management industries, and credentials have been investigated by the Company 

and who is regarded by the Company as competent, reputable, honest and trustworthy, (y) is 

selected with due regard to preserving the reputation and integrity of the FDIC, and (z) is 

selected with at least the same degree of care as the Company would apply in the context of 

granting such individual a similar power to act on behalf of the Company. 

(v) Prior to executing and recording a Receiver’s Deed and Omnibus 

Property Assignment with respect to a Receiver Acquired Property (other than a Potentially 

Defectively Foreclosed Receiver Acquired Property) or a Receiver’s Quitclaim Deed with 

respect to a Potentially Defectively Foreclosed Receiver Acquired Property), the Company must 

obtain (A) a commitment in favor of the applicable Ownership Entity to issue an owner’s title 

insurance policy with respect to the Receiver Acquired Property, in the amount of the Appraised 

Value of the Receiver Acquired Property, with such deletions and endorsements as are 

reasonable and customary under the circumstances (taking into account the nature and use of the 

Receiver Acquired Property) and as are consistent with the Servicing Standard, upon 

completion of the conveyance (and which owner’s title insurance policy must be so obtained 

immediately following completion of the conveyance), (B) a current survey of the applicable 

Receiver Acquired Property (i.e., a survey, such as an ALTA survey, that is sufficient to delete 

the survey exception under the owner’s title insurance policy), to the extent that (x) a current 

survey is not contained in the Asset Files and (y) obtaining a current survey of the applicable 

Receiver Acquired Property would be appropriate under the Servicing Standard, and (C) the 

insurance coverages and coverage amounts with respect to the Company, the Ownership Entity, 

the Servicer and the Receiver Acquired Property as are required under the Transaction 

Documents. Reasonable and customary expenses paid to independent third parties actually 

incurred by the Company (or the Manager or Servicer for the benefit of the Company) in 

complying with the obligations set forth in this clause (v) will constitute Pre-Approved Charges; 

provided, however, that any such expenses with respect to any Receiver Acquired Property for 

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which the Transfer Documents have not been properly prepared and submitted for recordation 

or filing by the Transfer Documents Preparation/Submission Deadline will not constitute PreApproved Charges and must be borne by the Private Owner alone. 

(vi) Any right, title or interest of the Transferor in a Potentially 

Defectively Foreclosed Receiver Acquired Property will be assigned to an Ownership Entity 

pursuant to a Receiver’s Quitclaim Deed, and the Transferor’s right, title and interest in the 

Underlying Loan (including any related Deficiency Balance and Deficiency Judgment Claim) 

will be transferred to the Company in accordance with, and subject to, the other provisions of 

this Agreement, including, without limitation, Sections 2.6, 2.7 and 4.5. 

(e) As to Foreign Assets (if any), the Company, at its own expense, must 

retain counsel licensed in the appropriate Foreign Jurisdictions. Such foreign counsel must draft 

the documents necessary to assign the Foreign Assets to the Company. Reasonable and 

customary expenses paid to third parties and actually incurred by the Company (or the Manager 

or the Servicer for the benefit of the Company) in complying with the obligations set forth in the 

preceding sentence will constitute Pre-Approved Charges. Documents presented to the 

Transferor to assign Foreign Assets, directly or indirectly, to the Company must be accompanied 

by a letter on the foreign counsel’s letterhead, signed by the foreign counsel preparing those 

documents, certifying that those documents conform to the Law of the Foreign Jurisdiction. 

Each such document and instrument must be delivered to the Transferor in the English language; 

provided, however, that any document required for its purposes to be executed by the Transferor 

in a language other than the English language will be delivered to the Transferor in such 

language, accompanied by a translation thereof in the English language, certified as to its 

accuracy by an executive officer or general counsel of the Company and, if such executive 

officer or general counsel is not fluently bilingual, by the translator thereof. 

(f) Nothing contained in this Section 3.1 or elsewhere in this Agreement will 

require the Transferor and, to the extent applicable, the Prior Transferor to make any agreement, 

representation or warranty or provide any indemnity in any such document or instrument or 

otherwise (except with respect to the special title warranty contained in any Receiver’s Deed or 

in any special warranty deed with respect to a Contract for Deed); and in no event is the 

Transferor or the Prior Transferor (as applicable) obligated to obtain any consent or approval to 

the sale or transfer of the Assets or the related servicing rights, if any, or the assumption by the 

Company of the Obligations. 

(g) The Transferor agrees to execute (and cause the Prior Transferor to 

execute) any additional documents required by applicable Law or necessary to effectively 

transfer and assign all of the Transferor’s right, title and interest in and to any and all Assets to 

the Company (including as may be required or necessary to reflect the applicable transfer of the 

Assets from the Prior Transferor to the Transferor). The Transferor will have no obligation to 

provide, review or execute (or cause the Prior Transferor to execute) any such additional 

document unless the same is requested of the Transferor within 365 calendar days after the 

Closing Date. The Transferor in its discretion may satisfy its obligations pursuant to this Section 

3.1(g) (generally or in any particular instance) by the execution and delivery of one or more 

appropriate powers of attorney to the Company authorizing the Company to execute and deliver 

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on behalf of the Transferor (and, as applicable, the Prior Transferor) additional documents that 

the Transferor is obligated to deliver pursuant to this Section 3.1(g) (except to the extent that 

documents executed and delivered pursuant to such power of attorney, as opposed to documents 

executed and delivered directly by the Transferor, will not suffice under applicable Law), and, at 

the request of the Transferor, the Company will enter into an agreement with the Transferor 

setting forth any conditions, restrictions, notice and reporting obligations, Transferor (and, as 

applicable, Prior Transferor) revocation rights and/or other similar terms that the Transferor in its 

discretion may specify in relation to the use of any such powers of attorney. Nothing in this 

Section 3.1(g) qualifies or limits the express obligations of the Company under this Section 3.1 

above. 

(h) Notwithstanding any provision of this Agreement to the contrary, the 

Transferor (and the FDIC on behalf of the Prior Transferor, as applicable) grants to the Manager, 

acting only by and through a duly authorized officer or representative of the Manager, the limited 

authority and agency to (i) prepare and record any total or partial satisfactions, releases or 

reconveyances of any Mortgage related to any Loan that was paid off either fully or partially, as 

applicable, prior to the Closing Date (and has not been so prepared or recorded); and (ii) endorse 

to the Company any checks or other instruments made payable to the Transferor or the Failed 

Bank (or the Prior Transferor or the Prior Failed Bank) if such checks or other instruments 

evidence or relate to amounts otherwise payable to the Company pursuant to this Agreement; 

provided, however, that any such endorsement must be made to the Company (as is provided 

elsewhere in this Agreement) without any representation or warranty of, or recourse to, the 

Transferor or the Failed Bank (or the Prior Transferor or the Prior Failed Bank) whatsoever in a 

form similar to the form set forth in Attachment E and (y) the Company acknowledges and in 

any event agrees that neither the Transferor nor the Failed Bank (nor the Prior Transferor nor the 

Prior Failed Bank) is receiving any consideration for such endorsement (the transfer of the 

Assets to the Company, to the extent such transfer constitutes a sale, being comprised of a sale of 

Loans (and of Acquired Property), and not of any particular or other instrument in payment of 

any such Loan). 

(i) The Company acknowledges that (i) any relevant recorded title or other 

recorded interest (including as mortgagee) in one or more (or all) Assets may be in the name of 

the Prior Failed Bank, and that the transfer of such Assets from the Prior Transferor (as receiver 

for the Prior Failed Bank) to the Failed Bank (or the Transferor) may not have been filed, 

recorded or otherwise reflected in any relevant recording office or registry, or before any 

relevant Person, (ii) in no event will the Transferor (or the Prior Transferor) have any liability to 

the Company on account of the foregoing (or any other missing intervening transfers), and (iii) 

the Company’s obligations herein with respect to the Transfer Documents and further actions for 

reflecting or perfecting the transfer of the Assets to the Company include, where applicable, the 

preparation of all Transfer Documents, and taking of all relevant further actions, including with 

respect to, and to further reflect or perfect, the prior transfer of the Assets from the Prior 

Transferor to the Failed Bank (or the Transferor). 

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Section 3.2. Recordation of Documents. 

(a) With respect to all recordable Transfer Documents provided to the 

Company on the Closing Date (or such other applicable date pursuant to Section 3.1(a)) or 

prepared by the Company pursuant to Section 3.1(d), the Company must submit all such Transfer 

Documents for recordation or filing in the appropriate real property, deed, land, chattel, Uniform 

Commercial Code and other records of the appropriate county, state or other jurisdictions 

(including any Foreign Jurisdiction) as soon as is practicable following the Closing Date but in 

any event no later than the Transfer Documents Preparation/Submission Deadline. All Transfer 

Documents must provide that all recorded documents be returned to the Custodian at its 

applicable notice address set forth in the Notice Schedule, as such address may be modified in 

the manner provided in the Custodial and Paying Agency Agreement (and the Notice Schedule). 

The Company will be responsible for diligently and promptly following up with respect to any 

non-conforming Transfer Documents that are returned and not recorded, gaps in the chain of title 

and the like to ensure that each and all of the Transfer Documents are properly filed or recorded 

as appropriate. The Company must include in the reports described in and required pursuant to 

Section 3.1(d)(iii) all required information concerning the recording and/or filing and return of 

all recordable Transfer Documents. 

(b) Reasonable and customary expenses paid to third parties and actually 

incurred by the Company (or the Manager or the Servicer for the benefit of the Company) in 

complying with the obligations set forth in this Section 3.2 will constitute Pre-Approved 

Charges; provided, however, that any such expenses with respect to a Transfer Document that is 

not properly prepared and submitted for recordation or filing by the Transfer Documents 

Preparation/Submission Deadline will not constitute Pre-Approved Charges (and will constitute 

Excluded Expenses) and must be borne by the Private Owner alone. The Transferor will, if such 

is affirmatively required under the applicable Law of a relevant Foreign Jurisdiction, take such 

actions as are necessary in such Foreign Jurisdiction to effect the purposes of this Article III. 

Section 3.3. Transfer of Servicing. 

(a) The Assets are conveyed to the Company on a servicing-released basis. 

Effective from and after the Cut-Off Date, as between the Transferor and the Company, all 

rights, obligations, liabilities and responsibilities with respect to the servicing of the Assets will 

inure to the benefit of and be assumed by the Company, and the Transferor will be discharged 

from all responsibility and liability therefor, including any liability arising from any interim 

servicing provided by the Transferor pursuant to this Section 3.3. Without limiting the generality 

of the foregoing, as between the Transferor and the Company, the Company assumes, effective 

as of the Cut-Off Date, all obligations with respect to special servicing and asset management of 

the Assets, including any Funding Draws, any advances from the Working Capital Reserve, or 

any permitted development of any Asset notwithstanding any interim servicing that the 

Transferor and the Existing Servicers might have performed prior to the Closing Date or might 

perform on or after the Closing Date and during the Interim Servicing Period; provided, 

however, that the Company acknowledges and consents that through the Closing Date the 

Transferor proceeded, and the Company consents and agrees that, from and after the Closing 

Date, if the Company fails to provide to the Transferor or any Existing Servicer necessary or 

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appropriate direction with respect to any special servicing or asset management of the Assets, the 

Transferor will have the right to proceed, in compliance with the Transferor’s usual and 

customary servicing and asset management standards and procedures, which servicing and asset 

management standards and procedures the Company consents to, acknowledges and accepts. 

(b) To provide for the orderly transfer of the servicing to the Company, the 

Transferor has (during the portion of the Interim Servicing Period through the Closing Date) 

provided, and will (during the portion of the Interim Servicing Period beginning on the Closing 

Date (except with respect to the management of any Acquired Property which as provided in 

clause (h) of this Section 3.3 will transfer immediately on the Closing Date)) provide, interim 

servicing (including special servicing and, subject to the exception set forth above in this Section 

3.3(b) with respect to management of Acquired Property, asset management) of the Assets, or 

has maintained, or will maintain, as applicable, agreements with third party Existing Servicers to 

provide interim servicing (including special servicing and, subject to the exception set forth 

above in this Section 3.3(b) with respect to management of Acquired Property, asset 

management) of the Assets, on the Company’s behalf for such Asset during the Interim 

Servicing Period, including provisions requiring that the Existing Servicers continue: (i) to 

receive payments and post them to the system of record; (ii) to maintain records reflecting 

payments received; (iii) to provide the Company, on request, a schedule of payments processed; 

(iv) to make payments (whether from its own funds or otherwise) to fund Interim Servicing 

Expenses and Pre-Approved Charges; and (v) to provide payoff information to the Company and 

the Servicer regarding particular Assets, as applicable. The foregoing will not limit the actions 

that the Transferor may have taken, or may take, with respect to any Asset prior to the respective 

Servicing Transfer Date, and absent (from and after the Closing Date) necessary or appropriate 

direction from the Company with respect to the servicing of the Assets, the Transferor may have 

taken, or may take, as applicable, such actions with respect to any Asset prior to the respective 

Servicing Transfer Date as was or is, as applicable, in compliance with the Transferor’s usual 

and customary servicing standards and procedures, which servicing standards and procedures the 

Company consents to, acknowledges and accepts. In addition, unless the Company and the 

Transferor agree otherwise, the Transferor will prepare and deliver limited Monthly Reports 

(including the Cash Flow and Distribution Reports) with only certain fields completed for all 

Due Periods ending on or before the last day of the calendar month in which the last Servicing 

Transfer Date occurs. The Transferor may have engaged, and may engage, agents of the 

Transferor’s own choosing to perform such interim servicing. Each Existing Servicer will be 

(and hereby is) authorized by the Company to use and withdraw funds from the Collection 

Account, the Working Capital Reserve Account and the Escrow Accounts and to request Excess 

Working Capital Advances (if necessary) in the performance of the interim servicing duties 

pursuant to this Section 3.3 during the Interim Servicing Period if it so chooses (including with 

respect to the payment and satisfaction of any Interim Servicing Expenses or Pre-Approved 

Charges in full if the amount of Asset Proceeds it has collected and is retaining is insufficient to 

pay and satisfy such Interim Servicing Expenses or Pre-Approved Charges in full) for the same 

purposes that the Company and the Servicer will be so permitted after the corresponding 

Servicing Transfer Date. Subject to the provisions of Sections 4.5(a) and 4.6 (and Section 

3.3(h)), the Transferor’s performance of this interim servicing will cease with respect to each 

Group of Assets on the Servicing Transfer Date for such Group of Assets. For the Due Period in 

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which the Servicing Transfer Date with respect to each Group of Assets occurs, the Transferor 

will provide (or will cause the applicable Existing Servicer to provide) the Company with a 

statement setting forth for the period beginning on the first day of the Due Period and ending on 

the applicable Servicing Transfer Date (i) the amount of payments and other amounts received 

for each Asset to which such Servicing Transfer Date relates and (ii) the amount of payments 

made to fund Interim Servicing Expenses made but not reimbursed by the applicable Borrower 

or Obligor (including payments made from the applicable Existing Servicer’s own funds), which 

amounts are to be reimbursed in accordance with Section 2.3(b). Each such statement also will 

include any amounts to be paid to the Transferor on the respective Servicing Transfer Date 

pursuant to Sections 2.3 and 2.4. This statement will be provided as soon as is reasonably 

practicable after the Servicing Transfer Date, but in no event later than the due date for the 

regular Monthly Report for the month in which the Servicing Transfer Date occurs. 

(c) To facilitate communication among the Company, the Transferor and the 

Existing Servicers, on the Closing Date (i) the Company will designate (and the Private Owner 

must cause the Company to designate) a principal contact person whom the Transferor and the 

Existing Servicers will be authorized to contact with inquiries and requests for guidance or 

direction concerning the Transferor’s and the Existing Servicers’ interim servicing 

responsibilities and (ii) the Transferor will designate one or more principal contact persons 

whom the Company and the Servicer will be authorized to contact with inquiries, guidance or 

directions concerning the Transferor’s and the Existing Servicers’ interim servicing 

responsibilities. 

(d) The Transferor will cause all Asset Proceeds received during any 

particular Due Period during the Interim Servicing Period (and remaining after reimbursement or 

payment of Interim Servicing Expenses and Pre-Approved Charges and setoff of servicing fees 

payable to Existing Servicers as set forth in Section 3.3(e)) to be remitted to the Collection 

Account not later than two Business Days prior to the Distribution Date with respect to such Due 

Period. The Existing Servicers will be (and hereby are) authorized by the Company to use Asset 

Proceeds with respect to any Group of Assets for which the Servicing Transfer Date has not 

occurred, prior to the time Asset Proceeds are required to be remitted to the Collection Account, 

for payment or reimbursement of Interim Servicing Expenses and Pre-Approved Charges 

(including for the reimbursement of any advances that the Transferor may make during the 

Interim Servicing Period for payment of Interim Servicing Expenses and Pre-Approved 

Charges). 

(e) In consideration of the services provided by the Transferor with respect to 

each Group of Assets pursuant to this Section 3.3, the Company will pay the Interim Servicing 

Fee to the Transferor for each Due Period in which the Transferor provides interim servicing 

with respect to such Group of Assets (including the Due Period in which the Servicing Transfer 

Date with respect to such Group of Assets occurs) in the manner described in the Custodial and 

Paying Agency Agreement. The Interim Servicing Fee with respect to each Group of Assets will 

be calculated, earned and due as of the first day of each Due Period in which the Transferor 

provides interim servicing with respect to such Group of Assets (and, for the avoidance of doubt, 

will not be prorated on account of the Servicing Transfer Date with respect to such Group of 

Assets occurring during such Due Period) and will be payable on each Distribution Date 

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pursuant to the provisions of the Custodial and Paying Agency Agreement. For the avoidance of 

doubt, any such Interim Servicing Fee payable prior to the last Servicing Transfer Date will be 

net of any servicing fees payable to Existing Servicers and such servicing fees will be offset by 

the Existing Servicers against Asset Proceeds. 

(f) The Company and the Private Owner each hereby ratifies and accepts as 

its own any and all actions taken by the Transferor in performance of interim servicing activities 

and functions during the Interim Servicing Period (including prior to the Closing Date), 

including any oversight of the Existing Servicers and in connection with its role of Existing 

Servicer with respect to a Group of Assets. The Company and the Private Owner each 

acknowledges and agrees that the Transferor is performing interim servicing functions for the 

Company as an accommodation to the Company and that the Transferor will not have any 

liability for any acts or omissions taken in connection therewith (other than to correct 

calculation, allocation or distribution errors). Without limitation of its applicable rights, if any, 

to be reimbursed with respect to certain amounts as provided in the LLC Operating Agreement 

and the Custodial and Paying Agency Agreement, each of the Company and the Private Owner 

hereby releases and forever discharges the Transferor, the FDIC, the Failed Bank and their 

respective predecessors-in-interest and all of their respective Related Persons, from any and all 

claims (including any counterclaim or defensive claim), demands, causes of action, judgments or 

legal proceedings and remedies of whatever kind or nature that the Company or the Private 

Owner, as applicable, had, has or may have in the future, whether known or unknown, that are 

related in any manner whatsoever to the servicing of the Assets at any time prior to the last 

Servicing Transfer Date. 

(g) The Transferor and the Private Owner will cooperate (i) to cause all 

Servicing Transfer Dates to occur prior to the date sixty days from the Closing Date to the extent 

reasonably practicable, unless a later date is consented to by the Transferor or unless the 

Transferor and the Company agree, with respect to any particular Group of Assets, upon an 

earlier date, and (ii) without limitation of clause (i), in the event that the Servicing Transfer Date 

with respect to any particular Group of Assets does not occur prior to the relevant date specified 

or described in clause (i), as soon as reasonably practicable after such date. 

(h) Notwithstanding anything to the contrary set forth above in this Section 

3.3, the Company will assume full responsibility for property management of any Acquired 

Property immediately on the Closing Date. With respect to such property management, the 

Servicing Transfer Date will, in all cases, be the Closing Date. 

Section 3.4. Grant of Power of Attorney by Company. The Company hereby 

irrevocably appoints the Transferor its lawful attorney-in-fact, with full authority in the place and 

stead of the Company and in the name of the Company, the Transferor or otherwise, and with 

full power of substitution in the premises (which power of attorney, being coupled with an 

interest, is irrevocable for so long as the Company is in existence), from time to time in the 

Transferor’s discretion, following a failure by the Company to satisfy promptly its obligations 

pursuant to Sections 3.1, 3.2, 4.10, 4.11 or 4.12 of this Agreement as they relate to the preparing, 

furnishing, executing and/or recording of any of the Transfer Documents or any other relevant 

matter set forth in any such provision, to prepare, furnish, execute and/or record all relevant 

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Transfer Documents and other documents as might be reasonably necessary to satisfy the 

transfer and recording obligations of the Company pursuant to Sections 3.1, 3.2, 4.10, 4.11 and 

4.12 of this Agreement. The Company will reimburse the Transferor on demand for all costs and 

expenses incurred by the Transferor in connection with any exercise of the power of attorney set 

forth in this Section 3.4. 

ARTICLE IV 

Covenants, Duties and Obligations of the Company 

Section 4.1. Servicing of Assets. From and after the Servicing Transfer Date (or, to the 

extent set forth in Section 3.3(h), the Closing Date), the Company must service the Assets in 

compliance with the LLC Operating Agreement (including the Servicing Annex). 

Section 4.2. Collection Agency/Contingency Fee Agreements. The Company 

acknowledges and agrees that it accepts and acquires the Assets subject to any agreements with 

collection agencies or contingency fee agreements with attorneys (in either case that are 

outstanding and in effect as of the Servicing Transfer Date) that relate only to the Assets (or any 

of them) and are assignable, and assumes and agrees to fulfill all Obligations of the Transferor 

and/or the Failed Bank thereunder (including as may have been reflected thereunder as being of 

the Prior Transferor and/or the Prior Failed Bank). 

Section 4.3. Insured or Guaranteed Assets. If any Assets being transferred pursuant to 

this Agreement are insured or guaranteed by any Governmental Authority, and such insurance or 

guaranty is not being specifically terminated by the Transferor, the Company acknowledges and 

agrees that such Assets must be serviced by a servicer, lender or mortgagee approved by such 

Governmental Authority, if such approval is required. The Company further acknowledges and 

agrees that, upon assumption of the Obligations with respect to the Assets, it assumes full 

responsibility for determining whether or not any such insurance or guarantees are in effect on 

the date of this Agreement and, with respect to those Assets with respect to which any such 

insurance or guarantee is in effect on the date of this Agreement, the Company acknowledges 

and agrees that, upon assumption of the Obligations with respect to the Assets, it assumes full 

responsibility for taking any and all actions as may be necessary to insure such insurance or 

guarantees remain in full force and effect. The Company acknowledges and agrees that, upon 

assumption of the Obligations with respect to the Assets, it assumes and agrees to fulfill all of the 

Transferor’s and/or the Failed Bank’s Obligations under the contracts of insurance or guaranty 

(including as may have been reflected thereunder as being of the Prior Transferor and/or the 

Prior Failed Bank). Any out-of-pocket fees due to any insurer or guarantor incurred by the 

Company (or the Manager or the Servicer for the benefit of the Company) to fulfill its 

obligations set forth in the preceding sentence will constitute Pre-Approved Charges. 

Section 4.4. Reporting to or for the Applicable Taxing Authorities. With respect to 

each Asset, the Transferor will be responsible for submitting all tax information returns with all 

applicable Governmental Authorities for all applicable periods prior to the respective Servicing 

Transfer Date, and the Company will be responsible for submitting all tax information returns 

with all applicable Governmental Authorities for all applicable periods commencing with the 

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respective Servicing Transfer Date. Information returns include reports on Internal Revenue 

Service Forms 1098 and 1099. The Company will be responsible for submitting all information 

returns required under applicable Law of any Foreign Jurisdiction, to the extent such information 

returns are required to be filed by the Company or the Transferor under such Law, relating to the 

Assets, for the calendar or tax year in which the Closing Date falls and thereafter. 

Section 4.5. Assets in Litigation. 

(a) (i) The Company will have no obligation to substitute its counsel to 

represent the Company’s interests with respect to any Closing Date Asset Litigation which solely 

constitutes Retained Closing Date Asset Litigation (and does not also constitute (in whole or in 

part) Assumed Closing Date Asset Litigation). In such case, the Transferor will retain all rights 

and obligations, and will remain the real party-in-interest, with respect to, and will retain control 

over, such Retained Closing Date Asset Litigation. With respect to any Closing Date Asset 

Litigation which constitutes both Assumed Closing Date Asset Litigation and Retained Closing 

Date Asset Litigation, the Retained Closing Date Asset Litigation will be bifurcated from the 

Assumed Closing Date Asset Litigation, with the Transferor retaining all rights and obligations, 

and remaining the real party-in-interest, with respect to, and retaining control over, the Retained 

Closing Date Asset Litigation and with the Company substituting itself as the real party in 

interest and taking control of the Assumed Closing Date Asset Litigation as is provided 

otherwise in this Section 4.5. The Company will be responsible for, and must (upon demand) 

pay or reimburse the Transferor for, the reasonable fees and expenses of outside counsel retained 

by the Transferor to defend any Retained Closing Date Asset Litigation (to the extent that such 

fees and expenses were or are incurred by the Transferor after the Cut-Off Date), and such 

obligation of the Company in this sentence will constitute Servicing Expenses. The Transferor’s 

determination as to whether or not, and the extent to which, a Closing Date Asset Litigation 

constitutes a Retained Closing Date Asset Litigation will be conclusive and binding for all 

purposes with respect to this Agreement. 

(ii) The Company must provide, no later than thirty days after the last 

of the Litigation Substitution Deadline Dates with respect to the Assumed Closing Date Asset 

Litigation, to the Litigation Oversight Attorney for SIG CRE 2023 Venture LLC, Federal 

Deposit Insurance Corporation, 1601 Bryan Street, Dallas, Texas 75201-4586, a report (in the 

form attached to this Agreement as Attachment L) on the status of the substitution of the 

Company as the real party-in-interest in each Assumed Closing Date Asset Litigation, which 

report must include (A) the name of the attorney selected by the Company to represent the 

Company’s interests in each Assumed Closing Date Asset Litigation and (B) with respect to 

each such Assumed Closing Date Asset Litigation, the date(s) upon which (1) the Company 

notified the clerk of the court (or other appropriate official) and all counsel of record that 

ownership of the related Asset was transferred from the Transferor to the Company and (2) the 

Company’s attorney filed with the court (or other appropriate body) substituting the Company’s 

attorney for the Transferor’s attorney, removing the Transferor and the Failed Bank as a party to 

the Assumed Closing Date Asset Litigation and substituting the Company as the real party-ininterest. Before the applicable Litigation Substitution Deadline Date, the Company must notify 

the clerk of the court (or other appropriate official) and all counsel of record that ownership of 

the related Asset was transferred from the Transferor to the Company. Subject to the provisions 

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of Sections 4.5(c), 4.5(d) and 4.15, the Company must have its attorney file appropriate 

pleadings and other documents and instruments with the court or other appropriate body before 

the relevant Litigation Substitution Deadline Date, substituting the Company’s attorney for the 

Transferor’s attorney, removing the Transferor and the Failed Bank as a party to the Assumed 

Closing Date Asset Litigation and substituting the Company as the real party-in-interest. 

Nothing contained in this Agreement will preclude the Company from retaining the same 

attorney retained by the Transferor (or the Failed Bank) to handle such Assumed Closing Date 

Asset Litigation, provided that, with respect to Closing Date Asset Litigation constituting both 

Assumed Closing Date Asset Litigation and Retained Closing Date Asset Litigation, and with 

respect to litigation referred to in Section 4.5(c), the Company shall not retain the same counsel 

that represents the Transferor unless the FDIC’s Regional Counsel (at 1601 Bryan Street, 

Dallas, Texas 75201-4586) agrees in writing to such dual representation. Subject to the 

provisions of Section 4.5(b) (and the Company’s compliance with its obligations therein), in the 

event the Company fails, prior to the Litigation Substitution Deadline Date, to remove the 

Transferor and the Failed Bank as parties to the Assumed Closing Date Asset Litigation and 

substitute the Company as the real party-in-interest as set forth above in this Section 4.5(a), 

(x) the Transferor may, but will have no obligation to, continue to pursue or defend such 

Assumed Closing Date Asset Litigation on behalf of the Company and (y) in the event the 

Transferor does continue to pursue or defend such Assumed Closing Date Asset Litigation, the 

Company will be liable for and hereby agrees to pay all costs and expenses incurred by the 

Transferor in connection therewith (which expenses will constitute Servicing Expenses). 

(b) If the Company is unable, as a matter of applicable Law or due to delays 

in court procedures and practices outside the control of the Company, to cause the Transferor and 

the Failed Bank to be replaced by the Company as party-in-interest in any Assumed Closing 

Date Asset Litigation as required by Section 4.5(a)(ii), the Company must include the fact of 

such failure (and state the reasons therefor) in the report to be delivered by the Company 

pursuant to Section 4.5(a)(ii). In any such event, (i) the Company must cause its attorney to 

conduct such Assumed Closing Date Asset Litigation at the Company’s expense, which expense 

will constitute Servicing Expenses; (ii) the Company must cause the removal of the Transferor 

and the Failed Bank and substitution of the Company as party-in-interest in such Assumed 

Closing Date Asset Litigation at the earliest time possible under applicable Law; (iii) the 

Company must use commercially reasonable efforts to cause such Assumed Closing Date Asset 

Litigation to be resolved by judgment or settlement in as reasonably efficient a manner as 

practical; (iv) the Transferor will cooperate with the Company and the Company’s attorney as 

reasonably required in the Transferor’s sole judgment to bring such Assumed Closing Date Asset 

Litigation or any settlement relating thereto to a reasonable and prompt conclusion; and (v) no 

settlement may be agreed upon by the Company or its agents or counsel without the express prior 

written consent of the Transferor, unless such settlement includes an irrevocable and complete 

waiver and release of any and all potential claims against the Transferor and the Failed Bank 

(and any predecessor thereto) in relation to such Assumed Closing Date Asset Litigation or the 

subject Assets or Obligations by any Person asserting any claim in the Assumed Closing Date 

Asset Litigation and any Borrower and any Obligor, and any and all Losses relating thereto must 

be paid by the Company without recourse of any kind to the Transferor or the Failed Bank (other 

than to the extent the same constitute Servicing Expenses). The Company must pay all of the 

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costs and expenses incurred by it in connection with the actions required to be taken by it 

pursuant to Section 4.5(a) and this Section 4.5(b) (which expenses will constitute Servicing 

Expenses), including all legal fees and expenses and court costs (which expenses will constitute 

Servicing Expenses), and (in furtherance, and without limitation, of Section 2.2) must reimburse 

the Transferor, upon demand, for all legal expenses the Transferor incurred or incurs on or after 

the Cut-Off Date with respect to any such Assumed Closing Date Asset Litigation, including 

costs incurred with the dismissal thereof or withdrawal therefrom (which costs incurred by the 

Transferor will constitute Servicing Expenses). 

(c) (i) The Company will, subject to the rights of the Transferor set forth 

below in this Section 4.5(c), be responsible for and control and assume the investigation and/or 

defense of any Excluded Liability Company Claim on behalf of the Company and the 

Company’s interest in the Assets, at the Company’s expense and with counsel appointed by the 

Company. Without limitation of, and subject to the Transferor’s rights set forth in, this Section 

4.5(c), the Company and the Transferor will cooperate in the defense of any Excluded Liability 

Company Claim to the extent their interests are not in conflict, and will use commercially 

reasonable efforts to work together to resolve or settle such Excluded Liability Company Claim 

in a manner that is mutually agreeable and in their respective best interests. The Company must 

obtain the prior written approval of the Transferor before ceasing to defend against any Excluded 

Liability Company Claim. 

(ii) The Company must provide written notice pursuant to the Notice 

Schedule to the Transferor, with a copy to the FDIC’s Regional Counsel at the address set forth 

in Section 4.5(a)(ii), of (A) any Action against (and which names as a party in such Action) the 

Transferor or the FDIC in its corporate capacity with respect to any Excluded Liability and 

(B) any Excluded Liability Company Claim with respect to which (in the case of this 

clause (B)) the Company has determined there is a reasonable likelihood it will (1) seek to 

implead the Transferor into the relevant Excluded Liability Company Action or (2) request that 

the Transferor intervene in the relevant Excluded Liability Company Action and be involved in 

the defense of such Action in accordance with Section 4.5(c)(iii). Such notice must include all 

court filings and other relevant documents and, in the case of clause (B), must specify that the 

Company anticipates seeking to implead the Transferor or requesting the Transferor to intervene 

(whichever is applicable) and must include a description, in reasonable detail, of each claim that 

the Company asserts is an Excluded Liability and the basis for making such assertion. Notice 

pursuant to this Section 4.5(c)(ii) must be given within five Business Days of the earlier to 

occur of service of process of the relevant Action on the Company and the Company’s first 

knowledge of such Action, in the case of any Action described in clause (A), and promptly but 

in any event no less than fifteen Business Days prior to the date upon which the Company 

anticipates seeking to implead the Transferor or requesting the Transferor to intervene, in the 

case of any Excluded Liability Company Claim described in clause (B). 

(iii) If the Transferor intervenes in (or is impleaded into) any Excluded 

Liability Company Action, the Transferor (A) will have the option, in its sole discretion, (1) to 

permit the Company’s outside counsel to continue to defend any Excluded Liability Company 

Claim or (2) to retain separate outside counsel of its choosing to defend any Excluded Liability 

Company Claim and (B) in any event will have the right thereafter to direct the defense of any 

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Excluded Liability Company Claim, and the Company must cause its counsel to comply with all 

such direction. The Company must cooperate with the Transferor to effect an orderly transition 

of the defense of any Excluded Liability Company Claim to counsel designated by the 

Transferor pursuant to this Section 4.5(c)(iii). 

(iv) Subject to the provisions of Section 4.5(d), the costs and expenses 

incurred by the Company in connection with its defense of any Excluded Liability Company 

Claim, including (A) reasonable attorneys’ fees and expenses incurred to defend against (or 

investigate) the same or pursue counterclaims or cross-claims against other parties, (B) awards 

or judgments assessed against the Company with respect to any such Excluded Liability 

Company Claim or (C) the costs of any settlement described in Section 4.5(d)(ii) of such 

Excluded Liability Company Claim, will constitute Servicing Expenses. If the Transferor 

retains separate outside counsel pursuant to Section 4.5(c)(iii)(A)(2), the Company will be 

responsible for, and must pay or reimburse the Transferor for, the reasonable fees and expenses 

of such counsel, and the Company’s obligations under this sentence will constitute Servicing 

Expenses. Notwithstanding any provision to the contrary in this Agreement, any costs or 

expenses incurred by the Company in connection with its defense of any Excluded Liability 

Company Claim or Excluded Liability Company Action will not constitute Servicing Expenses 

(and will be deemed “Excluded Expenses”) in the event the Company fails to provide any 

notice required pursuant to this Section 4.5(c) or fails to otherwise comply with any of its 

obligations herein with respect to such Excluded Liability Company Claim or Excluded 

Liability Company Action. 

(v) The Transferor’s determination of whether any Liability asserted 

against the Company is an Excluded Liability, and the extent to which any claim or Action 

relates to both Excluded Liabilities and other Liabilities, will be conclusive and binding for all 

purposes with respect to this Agreement. 

(d) If, as a result of any Excluded Liability Company Claim in respect of or 

relating to an Asset (such Asset, the “Affected Asset”): 

(i) there is entered against the Company either (A) a final, nonappealable monetary judgment based upon such Excluded Liability Company Claim holding the 

Company liable for an Excess Damage Liability, or (B) a final monetary judgment based upon 

such Excluded Liability Company Claim that is appealable, which the Transferor agrees in 

writing need not be appealed further by the Company, and that imposes an Excess Damage 

Liability on the Company, or 

(ii) the Company enters into a final settlement agreement with respect 

to such Excluded Liability Company Claim with the prior written consent of the Transferor 

(such consent not to be unreasonably withheld), pursuant to which the Company is obligated to 

pay an Excess Damage Liability, 

then, in any such case described in clauses (i) or (ii) above, the Transferor will reimburse the 

Company for the Excess Damage Liability and the Transferor is entitled, at its option, to 

repurchase the Affected Asset at its Repurchase Price in accordance with the repurchase 

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provisions of Article VI; provided, however, that the Transferor is not liable pursuant to this 

sentence for any Liability imposed upon, or otherwise incurred by, the Company (A) that arises 

as a result of any act or omission of, or on behalf of, the Company, any Ownership Entity, the 

Private Owner or the Servicer or (B) in the event the Company fails to provide any notice 

required pursuant to Section 4.5(c) or fails to otherwise comply with any of its obligations herein 

with respect to such Excluded Liability Company Claim or Excluded Liability Company Action. 

Except as expressly set forth in this Section 4.5(d), the Transferor will not have any Liability to 

the Company for or in respect of any Excluded Liability Company Claim (including for or in 

respect of any monetary judgment or monetary settlement described in Section 4.5(d)(i) or 

4.5(d)(ii)), and the Company hereby irrevocably waives any such Liability to the Company that 

the Transferor otherwise would have. 

(e) The provisions of Sections 4.5(a), 4.5(b), 4.5(c) and 4.5(d) (i) are subject 

to the retention by and the related rights of the Transferor with respect to claims described in 

Section 2.7 of this Agreement, including any such claims as may have been asserted in Assumed 

Closing Date Asset Litigation, and (ii) do not modify in any manner either the definition of 

“Obligations” or the definition of “Excluded Liabilities”. At the Transferor’s discretion, any 

Closing Date Asset Litigation (constituting Assumed Closing Date Asset Litigation (in whole or 

in part)) involving any claims retained pursuant to Section 2.7 will be bifurcated, with the 

Transferor remaining the real party-in-interest and retaining control over (and being responsible 

for pursuing and bearing the related costs to pursue) claims retained by it pursuant to Section 2.7, 

and the Company substituting itself as the real party-in-interest and taking control of (and being 

responsible for pursuing and bearing the cost of pursuing) the remainder of the Closing Date 

Asset Litigation (to the extent constituting Assumed Closing Date Asset Litigation). The 

Transferor’s determination of whether or not (and the extent to which) Closing Date Asset 

Litigation consists of any such claims will be conclusive and binding for all purposes with 

respect to this Agreement. 

(f) Notwithstanding any provision to the contrary in this Agreement, any 

payments by the Company of Servicing Expenses pursuant to Section 4.5(c) will be subject to 

the obligation of the Private Owner to reimburse the Transferor under Section 4.6 of the LLC 

Operating Agreement. 

(g) Further notwithstanding any provision to the contrary in this Agreement, 

in the event that there is instituted any Action challenging the repudiation of any Liability with 

respect to any Asset by the Transferor and asserting that the Company has any Liability arising 

from such repudiation, the Transferor will control and defend such Action (including any claims 

or actions against the Company) and pay all costs and expenses in respect thereof. 

Section 4.6. Assets in Bankruptcy. In accordance with Bankruptcy Rules 3001 and 

3002, the Company must take all actions necessary to file, prior to the respective Servicing 

Transfer Dates, (i) proofs of claims in pending bankruptcy cases involving any Assets for which 

the Transferor or the Failed Bank has not already filed a proof of claim, and (ii) 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 Asset in order to evidence and assert the 

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Company’s rights. The Company must prepare and provide to the Transferor, on or prior to the 

respective Servicing Transfer Date, an Affidavit and Assignment of Claim in the form attached 

to this Agreement as Attachment D or any similar forms as may be required in any relevant 

Foreign Jurisdiction and must be acceptable to the Transferor, for each Asset where a Borrower 

or an Obligor with respect to such Asset is in bankruptcy as of the Closing Date. The Company 

hereby releases the Transferor, the FDIC and the Failed Bank (and the Prior Transferor and the 

Prior Failed Bank) from any claim, demand, suit or cause of action the Company may have as a 

result of any action or inaction on the part of the Transferor, the FDIC or the Failed Bank (or the 

Prior Transferor or the Prior Failed Bank) with respect to such Asset. In the event the Company 

fails, prior to the respective Servicing Transfer Date, to take the actions required by this Section 

4.6, (a) the Transferor may, but will have no obligation to, file proofs of claim or other 

documents as the Transferor determines to be necessary or appropriate to evidence and assert the 

Company’s rights and, (b) in the event the Transferor does take any such actions, the Company 

will be liable for and hereby agrees to pay all costs and expenses incurred by the Transferor in 

connection therewith (which costs incurred by the Transferor will constitute Servicing 

Expenses). The provisions of this Section 4.6 are subject to the right of the Transferor to retain 

claims pursuant to Section 2.7 of this Agreement, including any such claims as may have been 

asserted in litigation pending as of the Closing Date. At the Transferor’s discretion, litigation 

involving any such claims will be bifurcated, with the Transferor remaining the real party-ininterest and retaining control over (and being responsible for pursuing and bearing the related 

costs to pursue) claims retained by it pursuant to Section 2.7 and the Company substituting itself 

as the real party-in-interest and taking control of (and being responsible for pursuing and bearing 

the cost of pursuing) the remaining claims in the litigation. 

Section 4.7. Asset-Related Insurance. Pursuant to Section 2.1(e), the conveyance and 

transfer set forth in Section 2.1 includes, to the extent (and only to the extent) assignable and in 

relation to (and only in relation to) any Asset or the Collateral for any Loan, the rights of the 

Transferor under existing casualty or title insurance policies in respect of any Asset or the 

Collateral for any Loan (and such conveyance and transfer otherwise excludes any right, title or 

interest in, to or under any insurance policy), and the terms of Sections 3.1(f) and (subject to 

Section 3.1(f)) 3.1(g) will apply to such rights so included in such conveyance and transfer, 

provided that (i) without limiting the generality of Section 5.1, the Transferor makes no 

representations or warranties of any kind, nor assumes any liability or responsibility whatsoever, 

to the Company with respect to any such insurance policy, including with respect to the existence 

of coverage under any such insurance policy, the effectiveness of any such insurance policy or 

the amount of coverage under any such insurance policy, (ii) it will be the sole obligation of the 

Company, at its expense, to determine whether any such insurance policy is in effect, to take 

such actions as may be necessary or appropriate to obtain or continue coverage under any such 

insurance policy and to ensure that the issuer of any such insurance policy is notified of the 

purchase and transfer of the Assets, and (iii) anything in this Section 4.7 (or the rest of this 

Agreement) to the contrary notwithstanding, neither the Transferor (nor, for the avoidance of 

doubt, any Existing Servicer) will have any obligation, to any extent, to maintain, or to take any 

action to maintain in effect, any such insurance policy in effect after the Closing Date. On (and 

from and after) the Closing Date, (x) the Company will be responsible for having itself 

substituted as loss payee on all Asset-related insurance in which the Failed Bank or the 

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Transferor is currently listed as a loss payee; and (y) the Company must cause to be put into 

place such insurance for the Assets and the Collateral for the Loans with respect to which the 

Borrower has failed to maintain required insurance, in accordance with the requirements in the 

Insurance Schedule (attached as Annex III to the LLC Operating Agreement). Upon the 

cancellation after the Closing Date of any insurance policy maintained by the Transferor or the 

Failed Bank with respect to any Asset and the receipt by the Company or the Transferor of any 

refund of any premiums previously paid with respect thereto, such refunded amount will inure to 

the benefit of the Borrowers with respect to the affected Assets, and such refunded amount must 

be remitted to (or retained by) the Company and applied as appropriate to adjust the Escrow 

Accounts, if any, or other records with respect to such affected Assets. 

Section 4.8. Loans with Escrow Accounts. Amounts or balances related to the Loans 

on deposit in Escrow Accounts held or controlled by the Transferor or an Existing Servicer will 

be transferred to the Company on the respective Servicing Transfer Date. On such date, any 

positive escrow balances held in the Escrow Accounts, without offset against any negative 

escrow balances, will be transferred to the Company. The Company agrees to assume, undertake 

and discharge any and all Obligations of the holder of the Loans with respect to any Escrow 

Account and the maintenance of such Escrow Account and the Escrow Payments paid by or on 

account of the related Borrower. 

Section 4.9. Transferor as Lead Lender in Loan Participations. The Transferor hereby 

assigns and the Company hereby assumes the role of lead lender for any Loan Participations in 

which a portion of a Loan was participated to one or more Persons and in which the Transferor 

or any of its predecessors-in-interest was the lead lender as of the Closing Date. The Company 

hereby agrees to accept any such Loan Participations subject to all participants’ right, title and 

interest in such Loan Participations. 

Section 4.10. Contracts for Deed. The Company agrees to comply with all Obligations 

set forth in any Contract for Deed contained in any Asset subject to this Agreement. Pursuant to 

the provisions of Section 3.1 hereof, the Transferor may require the Company to prepare and 

furnish special warranty deeds (consistent with the form of Receiver’s Deed as attached hereto) 

for the Transferor’s approval, conveying the real property subject to any such contract to the 

Company. The costs and expenses of the Company (or the Manager or the Servicer for the 

benefit of the Company) for any title curative work, if required, will constitute Pre-Approved 

Charges. 

Section 4.11. Acquired Property. The Company agrees to comply with all Obligations 

set forth in any Collateral Document relating to Acquired Property unless (subject in any event to 

Section 7.5 hereof), in the opinion of the Company, complying with the Obligations pursuant to 

such Collateral Documents would not be in the best interest (in terms of maximizing the value of 

the Asset) of the Company and the Initial Member. Pursuant to the provisions of Section 3.1 

hereof, the Transferor may require the Company to prepare and furnish Receiver’s Deeds, 

Omnibus Property Assignments, Receiver’s Quitclaim Deeds and other applicable Transfer 

Documents, for the Transferor’s approval, to convey the Receiver Acquired Property to an 

Ownership Entity. 

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Section 4.12. Leases. The Company agrees to comply with all Obligations set forth in 

any lease related to any Asset unless (subject in any event to Section 7.5 hereof), in the opinion 

of the Company, complying with the Obligations pursuant to such lease would not be in the best 

interests (in terms of maximizing the value of the Asset) of the Company and the Initial Member. 

Pursuant to the provisions of Section 3.1 hereof, the Transferor may require the Company to 

prepare and furnish applicable Transfer Documents for the Transferor’s approval and execution. 

Section 4.13. Notice to Borrowers. The Company, on a timely basis in accordance with 

and to the extent (if any) required by any applicable Laws, and pursuant to the Limited Powers of 

Attorney granted to it pursuant to Section 3.1(d)(i), must prepare and transmit to each Borrower 

a joint “hello” and “goodbye” letter, at the Company’s expense, which letter will be subject to 

the review and reasonable approval of the Transferor. With respect to each SFR Loan (if any), 

the Company must, on a timely basis in accordance with the HFSH Act, prepare and transmit to 

each Borrower any notice required by the HFSH Act. 

Section 4.14. Notice of Claims. The Company must immediately notify the Transferor, 

in accordance with the notice provisions of the Notice Schedule, of any claim, threatened claim 

or litigation against the Transferor or the Failed Bank arising out of any Asset. 

Section 4.15. Use of the FDIC’s Name and FDIC Legal Powers. Section 12.23 of the 

LLC Operating Agreement will apply to this Agreement and is hereby incorporated by reference 

(including for purposes of any reference in any Transaction Document to this Section 4.15), 

mutatis mutandis. 

Section 4.16. Prior Servicer Information. The Company acknowledges and agrees that 

the Transferor may not have access to information from servicers of an Asset prior to the 

appointment of the FDIC as receiver of the Failed Bank and that the Transferor has not requested 

any information not in the possession of the Transferor or its servicing contractor from any prior 

servicer of an Asset. The Company acknowledges and agrees that the Transferor will not be 

required under the terms of this Agreement to request any information from any prior servicer. 

Section 4.17. Release of Transferor, the Prior Transferor, the Prior Failed Bank, FDIC 

and the Failed Bank. Except as otherwise specifically provided in Article VI of this Agreement 

or in the LLC Operating Agreement or any other Transaction Document, the Company hereby 

releases and forever discharges the Transferor, the Prior Transferor, the Prior Failed Bank, the 

FDIC, the Failed Bank and all of their respective Related Persons (other than the Company) from 

any and all claims (including any counterclaim or defensive claim), demands, causes of action, 

judgments or legal proceedings and remedies of whatever kind or nature that the Company had, 

has or might have in the future, whether known or unknown, which are related in any manner 

whatsoever to the Assets, the servicing of the Assets (before or after the Cut-Off Date) by (i) the 

Transferor, the Failed Bank or their predecessors-in-interest, (ii) the FDIC or (iii) any Person 

acting on behalf of the Transferor, the FDIC or the Failed Bank or their predecessors-in-interest, 

or the acquisition of the Assets (other than gross negligence or willful misconduct); provided, 

however, that nothing contained in this Section 4.17 will constitute or be interpreted as a waiver 

of any express right that the Company has under this Agreement or any of the Transaction 

Documents. 

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ARTICLE V 

Assets Conveyed “As Is” and Without Recourse 

Section 5.1. Assets Conveyed “As Is”. THE ASSETS (INCLUDING ANY 

INTERESTS IN OWNERSHIP ENTITIES AND RECEIVER ACQUIRED PROPERTY) ARE 

CONVEYED AND ASSIGNED TO THE COMPANY “AS IS” AND “WITH ALL FAULTS,” 

WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY WHATSOEVER, 

INCLUDING AS TO COLLECTABILITY, ENFORCEABILITY, VALUE OF COLLATERAL, 

ABILITY OF ANY OBLIGOR TO REPAY, CONDITION, FITNESS FOR ANY 

PARTICULAR PURPOSE, MERCHANTABILITY OR FITNESS FOR A SPECIFIC 

PURPOSE, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW 

(INCLUDING PURSUANT TO § 3-417 OF THE NY UCC OR § 3-416 OF THE UNIFORM 

COMMERCIAL CODE), BY ANY PERSON, INCLUDING THE TRANSFEROR, THE 

FAILED BANK OR THE FDIC, OR ANY PREDECESSORS-IN-INTEREST OR 

AFFILIATES OF THE TRANSFEROR, THE FAILED BANK OR THE FDIC, OR ANY OF 

THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR 

CONTRACTORS. THE TRANSFEROR SPECIFICALLY DISCLAIMS ANY WARRANTY, 

GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, 

EXPRESS, IMPLIED, OR BY OPERATION OF LAW, CONCERNING THE ASSETS, THE 

COLLATERAL, THE COLLATERAL DOCUMENTS, THE ASSET DOCUMENTS OR THE 

RELATED AGREEMENTS OR WITH RESPECT TO THE LEGALITY, VALIDITY, 

EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY SWAP AGREEMENT 

OR ANY DOCUMENTS RELATING THERETO OR TO THE CONDITION, FINANCIAL 

OR OTHERWISE, OF THE PARTIES TO ANY SWAP AGREEMENT OR ANY OTHER 

PERSON OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY 

SWAP AGREEMENT OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS 

PURSUANT TO ANY SWAP AGREEMENT OR ANY DOCUMENTS RELATING 

THERETO OR WITH RESPECT TO ANY OTHER MATTER WHATSOEVER RELATING 

TO ANY SWAP AGREEMENT. 

Section 5.2. No Warranties or Representations with Respect to Escrow Accounts. 

Without limiting the generality of Section 5.1, the Transferor makes no warranties or 

representations of any kind or nature as to the sufficiency of funds held in any Escrow Account 

to discharge any obligations related in any manner to an escrow obligation, as to the accuracy of 

the amount of any monies held in any Escrow Account or as to the propriety of any previous 

disbursements or payments from any Escrow Account. 

Section 5.3. No Warranties or Representations as to Amounts of Unfunded Principal. 

Without limiting the generality of Section 5.1, the Transferor makes no warranties or 

representations of any kind or nature as to the amount of any additional or future advances of 

principal the Company may be obligated to make pursuant to the Asset Documents. 

Section 5.4. Disclaimer Regarding Calculation or Adjustment of Interest on any Asset. 

Without limiting the generality of Section 5.1, the Transferor makes no warranties or 

representations of any kind or nature as to the accuracy of any calculation or adjustment of 

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interest on any Loan, including any adjustable rate Loan, whether such calculation or adjustment 

is made by the FDIC, the Failed Bank, the Transferor or any Affiliate, agent or contractor of any 

of the foregoing, or any predecessor-in-interest of the Transferor or any other party. 

Section 5.5. No Warranties or Representations With Regard to Information. The 

Transferor makes no warranties or representations of any kind or nature as to the completeness 

or accuracy of any information provided with respect to any Asset. The Company acknowledges 

that, for example, and not by way of limitation, some Asset Files may be missing forms or 

notices, or may contain incomplete or inaccurate forms or notices, that may be required by one or 

more federal or state consumer protection statutes. The Company’s exclusive remedies with 

respect to any inaccurate or incomplete information provided by the Transferor are an adjustment 

in accordance with Section 2.4 or an option to repurchase pursuant to Article VI, and such 

exclusive remedies are available only if all other conditions theretofore expressed in this 

Agreement have been met. 

Section 5.6. Intervening or Missing Assignments. The Company acknowledges and 

agrees that the Transferor will have no obligation to secure or obtain any missing intervening 

Mortgage Assignment or other assignment to the Transferor or the Failed Bank that is not 

contained in the documents or files delivered to the Company or the Custodian pursuant to 

Section 3.1(b). Neither the absence of any intervening Mortgage Assignment or any Mortgage 

Assignment to the Transferor, the FDIC or the Failed Bank, nor the existence of any Lien on the 

Asset or its Collateral, nor any defect in the Lien or priority of the Transferor’s or the Failed 

Bank’s security interest in the Collateral will give rise to any claim for purchase under Article 

VI. The Company must bear all responsibility and expense of securing from the appropriate 

source any intervening Mortgage Assignment or any other assignment to the Transferor, the 

FDIC or the Failed Bank that may be missing from the documents or files delivered to the 

Custodian pursuant to Section 3.1(b), but the costs thereof incurred by the Company (or the 

Manager or the Servicer for the benefit of the Company) will constitute Pre-Approved Charges. 

Section 5.7. No Warranties or Representations as to Documents. The Transferor 

makes no warranties or representations of any kind or nature as to the effectiveness or 

enforceability in any Foreign Jurisdiction of this Agreement or any other document or instrument 

delivered or prepared in connection herewith, whether or not prepared and executed in the forms 

provided herewith, all of such forms being provided for reference only. 

Section 5.8. No Warranties or Representations as to Real Estate Taxes or Other 

Potential Liens Affecting Collateral. Without limiting the generality of Section 5.1, the 

Transferor makes no warranties or representations of any kind or nature as to the existence or 

amount of any unpaid back real estate Taxes, penalties, interest or other amounts due or overdue 

and payable or to become due and payable with respect to any Asset or Collateral or related 

Liens against any Asset or Collateral which amounts may be subject to payment by the Company 

in accordance with the terms of the Transaction Documents. The Transferor retains no 

obligations with respect to payment or discharge of any real estate Taxes, penalties, interest or 

other amounts or any Liens or other encumbrances resulting from the nonpayment thereof 

without regard to when such Taxes, penalties, interest or other amounts became due and without 

regard to when such Liens or other encumbrances arose. 

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Section 5.9. No Warranties or Representations as to Assets or Liabilities of Ownership 

Entities. Without limiting the generality of Section 5.1 or Section 5.8, the Transferor makes no 

warranties or representations of any kind or nature as to the assets or Liabilities of any 

Ownership Entity included in the Assets. 

ARTICLE VI 

Repurchase by Transferor 

Section 6.1. Repurchases at Company’s Option. The Company, at its option, and upon 

satisfaction of the procedures and other requirements set forth below, may require the Transferor 

to repurchase an Asset, if, and only if, (i) (x) prior to the Closing Date, one of the events 

described in Section 6.1(a), (b), (c), (g) or (h) has occurred, or (y) as of the Closing Date, one of 

the statements of fact described in Section 6.1(d), (e), (f), (i) or (j) exists, or (ii) after the Closing 

Date, there is issued by a court of competent jurisdiction with respect to such Asset a final, nonappealable (unless the Transferor has agreed in writing that no appeal need be taken) order or 

judgment or there is entered into, with the consent of the Transferor, a final settlement of any 

claim, action or litigation (the “Order”) that requires the assignment and transfer of such Asset 

back to the Transferor. IN NO EVENT WILL THE OCCURRENCE OF ANY SUCH EVENT 

OR THE OBLIGATION TO REPURCHASE AN ASSET PURSUANT TO THIS ARTICLE VI 

BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE 

TRANSFEROR, THE FDIC OR THE FAILED BANK OR ANY PREDECESSOR-ININTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE 

DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, EVEN IF IT IS 

SHOWN THAT THE TRANSFEROR, THE FDIC OR THE FAILED BANK OR ANY 

PREDECESSOR-IN-INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR 

RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, (A) 

KNEW OR SHOULD HAVE KNOWN OF THE EXISTENCE OF ANY FACTS RELATING 

TO THE OCCURRENCE OF SUCH EVENT, (B) CAUSED SUCH EVENT OR (C) FAILED 

TO MITIGATE SUCH EVENT OR ANY OF THE LOSSES RESULTING THEREFROM. 

(a) If the Asset is a Loan, the Borrower had been discharged in a no asset 

bankruptcy proceeding, there is no Collateral securing such Loan and out of which such Loan 

may be satisfied, and all other Obligors with respect to the Note, if any, or the obligations 

contained therein, have similarly been discharged in no asset bankruptcies. 

(b) If the Asset is a Loan, a court of competent jurisdiction had entered a final, 

non-appealable judgment or order (unless the Transferor has agreed in writing that no appeal 

need be taken other than a bankruptcy decree or judicial foreclosure order) holding that neither 

the Borrower nor any other Obligors, owe an enforceable obligation to pay the holder of the Note 

or its assignees. 

(c) If the Asset is a Loan, the Transferor or the Failed Bank had executed and 

delivered to the Borrower a release of liability from all obligations under the Note. 

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(d) A title defect exists in connection with the property that is the subject of a 

Contract for Deed, which title defect requires a prior order or judgment of a court to enable the 

Company to convey title to such property in accordance with the terms and conditions set forth 

in the Contract for Deed. 

(e) The Transferor is not (and, for the avoidance of doubt, neither the 

Company nor any Ownership Entity is) the owner of the Asset (or, in the case of a Loan 

Participation, the Transferor is not the owner of the pro rata interest in such Loan Participation 

set forth on the Asset Schedule) and such is not curable by the Transferor so as to permit 

ownership of the Asset to be transferred to the Company or an Ownership Entity, as applicable 

(provided that the fact that a Potentially Defectively Foreclosed Receiver Acquired Property is 

not in fact owned by the Transferor will not be a basis for the re-purchase of such Defectively 

Foreclosed Receiver Acquired Property or of the related Underlying Loan). 

(f) There exists an Environmental Hazard, in which case the Company’s 

recourse with respect to this Section 6.1(f) will be conditioned upon: (i) the presence of the 

Environmental Hazard not being disclosed in the Asset Documents, Asset File or other material 

provided by the FDIC to the Private Owner prior to submission of the Bid; (ii) such Asset 

having an Adjusted Unpaid Principal Balance greater than $250,000.00; and (iii) the Company 

delivering, along with the notice required by Section 6.2, the following, each of which must be 

satisfactory in form and substance to the Transferor in its discretion: 

(x) a Phase I environmental assessment, from a qualified and reputable 

firm, of the Acquired Property or the Mortgaged Property securing such Loan, as the case may 

be; 

(y) a Phase II environmental assessment or lead-based paint survey of 

such Acquired Property or Collateral from a qualified and reputable firm, which assessment must 

confirm (A) the existence of such Environmental Hazard on such Acquired Property or 

Mortgaged Property and (B) that the regulator is likely to require remediation of such 

Environmental Hazard; and 

(z) written certification of the Company under penalty of perjury that 

no action has been taken by or on behalf of the Company, with respect to a Loan, (A) to initiate 

foreclosure proceedings or (B) to accept a deed-in-lieu-of-foreclosure in connection with such 

Loan. 

(g) The Transferor or the Failed Bank, or its respective officers, directors or 

employees, fraudulently caused the Borrower to receive less than all of the proceeds and benefits 

of a Note. The Company’s recourse with respect to this Section 6.1(g) will be conditioned upon 

the Company delivering, along with the notice required by Section 6.2, written evidence of such 

fraud, which evidence must be satisfactory in form and substance to the Transferor in its 

discretion. 

(h) There is instituted after the Cut-Off Date any Action that (i) is asserted by 

more than one Borrower and any Affiliates (with multiple Borrowers with respect to Loans 

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secured by the same Collateral being considered a single Borrower for purposes of this Section 

6.1(h)) with respect to more than one Asset (with multiple Loans secured by the same Collateral 

being considered a single Asset for purposes of this Section 6.1(h)), (ii) includes allegations of 

fraud on the part of the Transferor or the Failed Bank in connection with the Transferor’s or the 

Failed Bank’s origination of such Assets (or the related Underlying Loans) and (iii) names the 

Transferor or the Failed Bank as a defendant and that asserts liability on the part of the 

Transferor or the Failed Bank for which the Company is not liable as assignee, as a matter of 

Law, with respect to such Assets. 

(i) If an Asset is an SFR Loan, such SFR Loan was a “high cost,” 

“threshold,” “covered,” “abusive” or “predatory” loan or a similar loan under any state, federal 

or local Law applicable to the originator of such SFR Loan as of the date of origination (or 

similarly classified loan using different terminology under a Law enacted to combat predatory 

lending) unless (x) all requirements of applicable Law with respect to such SFR Loan were met 

or (y) any violation of such Law is susceptible to cure in a manner that does not materially 

impact the outstanding principal balance of such SFR Loan as established on the Cut-Off Date. 

(j) If an Asset is an SFR Loan, such SFR Loan is void, voidable, subject to a 

right of rescission or unenforceable due to a material violation of those requirements of Laws 

applicable to the originator of such SFR Loan. 

Section 6.2. Notice to Transferor. The Company must notify the Transferor of each 

Asset with respect to which the Company seeks to exercise its rights pursuant to Section 6.1. 

Such notice must be on the Company’s letterhead and include the following information: (a) the 

Company’s tax identification number, (b) the Company’s wire transfer instructions, (c) the asset 

number and other identifying information related to the Asset, (d) the subsection of Section 6.1 

pursuant to which the Company is seeking to require the Transferor to repurchase the Asset, (e) a 

summary of the reasons the Company believes that the Asset should be repurchased by the 

Transferor and (f) a certification by the Company that the request for repurchase is being 

submitted in good faith and is complete and accurate in all respects to the best of the Company’s 

knowledge. The notice must be accompanied by evidence supporting the basis for the 

Transferor’s repurchase of such Asset. Promptly upon request by the Transferor, the Company 

must supply the Transferor with any additional evidence that the Transferor reasonably may 

request. The Transferor will have no obligation to repurchase any Asset pursuant to this Article 

VI for which notice and all supporting evidence reasonably required by the Transferor have not 

been received by the Transferor at the addresses specified in or pursuant to the Notice Schedule 

no later than the first Business Day after the expiration of (x) in the case of any purchase demand 

pursuant to Sections 6.1(a) through (j), one hundred and eighty calendar days after the Closing 

Date, or in the case of a Contract for Deed, the first Business Day after the expiration of three 

hundred and sixty calendar days after the Closing Date, and (y) in the case of any purchase 

demand with respect to the issuance of an Order, thirty days after the issuance of the Order. 

Section 6.3. Repurchases at Transferor’s Option. Upon written notice, given by the 

Transferor to the Company no later than the first Business Day after the expiration of one 

hundred and eighty calendar days after the Closing Date, that such Asset has been determined by 

the Transferor (a) to be a Loan Participation or SFR Asset, in each case that the Transferor, in its 

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sole and absolute discretion, desires to repurchase; or (b) in the Transferor’s sole and absolute 

discretion, to be essential to the Transferor because it is (i) made to an officer, director, or other 

person engaging in the affairs of the Failed Bank, its subsidiaries or affiliates or any related 

entities of any of the foregoing, (ii) the subject of or potentially the subject of any investigation 

or legal proceedings, (iii) secured by collateral which also secures any asset owned by the FDIC, 

in any capacity, or sold to a third party by the FDIC, in any capacity, (iv) a loan (or collateral for 

any such loan) made to a Person who is an obligor on a loan owned by the FDIC, in any 

capacity, or sold to a third party by the FDIC, in any capacity, or (v) related to any asset or 

liability of the FDIC, in any capacity, or transferred to a third party by the FDIC, in any capacity; 

the Company agrees to immediately sell, assign, transfer, convey and deliver to the Transferor all 

of the Company’s right, title and interest in and to such Asset (together with all documents 

evidencing or pertaining thereto). 

Section 6.4. Re-delivery of Notes, Files and Documents. For any Asset that qualifies 

for re-purchase pursuant to this Article VI, the Company must: (a) re-endorse and deliver the 

Note with respect to any Loan or Underlying Loan to the Transferor (or its designee); (b) assign 

all Collateral Documents associated with such Asset and reconvey any real property subject to a 

Contract for Deed or any related Receiver Acquired Property or Company Acquired Property, 

together with such other documents or instruments as may be necessary or appropriate to convey 

the Asset (including any related Receiver Acquired Property or Company Acquired Property and 

including any related equity interests in an Ownership Entity) back to the Transferor (or its 

designee); (c) deliver to the Transferor (or its designee) the Asset File, along with any additional 

records compiled or accumulated by the Company pertaining to the Asset; (d) take such actions 

as are necessary, or as the Transferor reasonably may specify, (x) to transfer from the Company 

to the Transferor any litigation (including any Assumed Closing Date Asset Litigation) or 

bankruptcy action involving the subject Asset (including to transfer from the Company to the 

Transferor sole control over such litigation or bankruptcy action), including substituting the 

duties of the Company for the Transferor and the Transferor for the Company, and with respect 

to the Affidavit and Assignment of Claim, the form of which is attached to this Agreement as 

Attachment D, substituting the duties of the Assignor (as such term is defined therein) for the 

Assignee (as such term is defined therein) and the Assignee for the Assignor, and (y) to retransfer to the Transferor any rights transferred to the Company pursuant to the first sentence of 

Section 4.7; (e) transfer to the Transferor any positive escrow balances held in the Escrow 

Accounts with respect to such Asset, without offset against any negative escrow balances; and (f) 

deliver to the Transferor (or its designee) a certification, notarized and executed under penalty of 

perjury by a duly authorized representative of the Company, certifying that (i) as of the date of 

repurchase by the Transferor none of the conditions relieving the Transferor of its obligation to 

repurchase the Asset as specified in Section 6.5 has occurred and (ii) the Company has complied 

with the requirements of clauses (a) through (e) of this sentence. The documents evidencing the 

conveyance of the Asset to the Transferor will be substantially the same as those executed 

pursuant to Article III of this Agreement to convey the Asset to the Company. In all cases in 

which the Company recorded or filed among public records any document or instrument 

evidencing a transfer of the Asset to the Company, the Company must cause to be recorded or 

filed among such records a similar document or instrument evidencing the reconveyance of the 

Asset to the Transferor. Upon compliance by the Company with the provisions of this 

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Section 6.4 above, the Transferor will pay to the Company the Repurchase Price, and the 

Repurchase Price will be deposited into the Collection Account (and such Repurchase Price will 

constitute Asset Proceeds for purposes of the Custodial and Paying Agency Agreement). The 

Company must comply with the last sentence of Section 4.7 (applied mutatis mutandis) with 

respect to any Asset repurchased pursuant to this Section 6.4. 

Section 6.5. Waiver of Company’s Repurchase Option. The Transferor will be 

relieved of its obligation to repurchase any Asset for any reason set forth in Section 6.1 if the 

Company: (a) except in the case of the permanent refinance of a Loan in connection with the 

final Authorized Funding Draw with respect to such Loan, modifies any of the terms of the Loan 

(including the terms of any Collateral Document or Contract for Deed); (b) exercises forbearance 

with respect to any scheduled payment on the Loan; (c) accepts or executes new or modified 

lease documents assigned by the Transferor to the Company; (d) sells, assigns or transfers the 

Asset or any interest therein; (e) (i) fails to comply with the LLC Operating Agreement in the 

maintenance, collection, servicing and preservation of the Asset, including delinquency 

prevention, collection procedures and protection of collateral as warranted, or (ii) without 

limiting the generality of clause (i), settles or compromises (without the Transferor’s written 

consent), or fails diligently to conduct (including if relevant to defend), any litigation or 

bankruptcy action described in Section 6.4(d) with respect to the Asset; (f) initiates any litigation 

in connection with the Asset or the Mortgaged Property securing the Asset other than litigation 

to force payment or to realize on the Collateral securing the Asset; (g) completes any action with 

respect to foreclosure on, or accepts a deed-in-lieu of foreclosure for, any Collateral securing the 

Asset; (h) causes, by action or inaction, the priority of title to the Asset, Mortgaged Property and 

other security for the Asset to be less than that conveyed by the Transferor; (i) causes, by action 

or inaction, the security for the Asset to be different than that conveyed by the Transferor, except 

as may be required by the terms of the Collateral Documents; (j) causes, by action or inaction, a 

claim of third parties to arise against the Company that, as a result of purchase under this 

Agreement, may be asserted against the Transferor; (k) causes to arise, by action or inaction, a 

Lien of any nature to encumber the Asset; (l) is the Borrower or any other Obligor, or any 

Affiliate thereof, with respect to such Asset; or (m) makes any disbursement of principal or 

otherwise incrementally funds any Loan. For the avoidance of doubt, and without limitation of 

clause (g) of the preceding sentence, it is understood and agreed that the Transferor will not have 

any obligation pursuant to Section 6.1 to repurchase any Acquired Property that, as of the 

Closing Date, constituted Collateral (and was not Acquired Property). 

ARTICLE VII 

Miscellaneous Provisions 

Section 7.1. Common Terms. The Common Terms apply to this Agreement, except 

that (a) Sections 2.1(d) (Binding Effect; Assignment), 2.1(i) (Entire Agreement) and 2.1(k) 

(Amendments and Waivers) of such Common Terms do not apply to this Agreement, and (b) in 

the event of a conflict between any provision of the Common Terms and any provision in this 

Agreement, the terms of this Agreement will prevail. 

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Section 7.2. Waivers; Amendment and Assignment. 

(a) No provision of this Agreement may be amended or waived except in 

writing executed by all of the parties to this Agreement. This Agreement and the terms, 

covenants, conditions, provisions, obligations, undertakings, rights and benefits set forth in this 

Agreement will be binding upon, and will inure to the benefit of, the undersigned parties and 

their respective heirs, executors, administrators, representatives, successors and permitted 

assigns, and (except as specified in Section 7.2(f)) no other Person or Persons (including 

Borrowers or any co-lender or other Person with any interest in or liability under any of the 

Assets) will have any rights or remedies pursuant to or by reason of this Agreement. 

Notwithstanding the foregoing, this Agreement may not be transferred or assigned by the 

Company without the express prior written consent of the Transferor, and any attempted 

assignment without such consent will be void ab initio. 

(b) (i) Subject to the requirements and restrictions for the transfer of the 

Purchase Money Notes pursuant to the Custodian and Paying Agency Agreement (but otherwise 

any term of any Transaction Document to the contrary notwithstanding), the FDIC may, without 

restriction, effect any number of FDIC Purchase Money Notes Dispositions. 

(ii) Each of the Company and the Private Owner agrees to cooperate in 

all respects with and assist, and the Private Owner agrees to cause the Company to cooperate in 

all respects with and assist, the FDIC in any actual or proposed FDIC Purchase Money Notes 

Disposition, including by, as and to the extent requested by the FDIC, (w) providing such 

information and documentation as may be reasonably requested by the FDIC, including such 

information and documentation as may be necessary or advisable for compliance with the 

Securities Act, the Exchange Act, the Investment Company Act and other applicable Laws (as 

determined in good faith by the FDIC), or as would be otherwise customarily provided in 

connection with the issuance or sale of securities similar to the Purchase Money Notes, (x) 

entering into an indenture, fiscal and paying agent agreement or other similar agreement, and 

other agreements, with respect to the Purchase Money Notes or the FDIC Purchase Money 

Notes Disposition, satisfactory to the FDIC, (y) causing legal counsel for each of the Company 

and the Private Owner to issue such legal opinions as may reasonably be requested or as would 

be otherwise customarily provided in connection with the issuance or sale of securities similar 

to the Purchase Money Notes and (z) providing certificates and other closing documents, in 

form and substance satisfactory to the FDIC. 

(iii) Each of the Company and the Private Owner must cooperate in all 

respects with and assist, and the Private Owner agrees to cause the Company to cooperate in all 

respects with and assist, the FDIC to effect any amendments or modifications to the Transaction 

Documents (including this Agreement and the Purchase Money Notes) that the FDIC may 

request from time to time in connection with any actual or proposed FDIC Purchase Money 

Notes Disposition, including to increase or decrease the aggregate outstanding principal amount 

of any Class of Purchase Money Notes that is FDIC-Owned (with an appropriate corresponding 

decrease or increase in the aggregate outstanding principal amount of another Class of Purchase 

Money Notes that is FDIC-Owned) or to increase or decrease the Applicable Interest Rate of 

any Class of Purchase Money Notes (with an appropriate corresponding increase or decrease in 

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the Applicable Interest Rate or the aggregate outstanding principal amount of such, or another, 

Class of Purchase Money Notes that is FDIC-Owned, as applicable), provided that no such 

amendment or modification will increase the aggregate outstanding principal amount of such 

Class of Purchase Money Notes (except as expressly provided above). 

(iv) Any terms of this Agreement or any other Transaction Document 

to the contrary notwithstanding, the Transferor may, at any time or from time to time provide, 

or arrange for the provision by any Person of, a guaranty with respect to any Class of Purchase 

Money Notes, substantially in the form of Attachment M hereto (or substantially in such form 

except for such changes thereto as do not materially adversely affect the Company). If 

requested by the Transferor, the Company forthwith must (and the Private Owner must cause 

the Company forthwith to) execute and deliver the acknowledgement in respect of each 

Purchase Money Notes Guaranty contemplated by the form of guaranty set forth in Attachment 

M hereto. 

(v) At the request of the FDIC at any time or from time to time 

(whether or not in connection with any proposed FDIC Purchase Money Notes Disposition), the 

Company must, at its own expense (which will be a Pre-Approved Charge), use its best efforts 

to, as promptly as practicable after such request of the FDIC, make any Class of Purchase 

Money Notes that is FDIC-Owned DTC Eligible (which efforts will include making any 

amendments to, or exchanges of, the Transaction Documents (including the Purchase Money 

Notes), executing any Letter of Representations or other documentation required by the DTC, 

and securing CUSIP and ISIN numbers for such Class of Purchase Money Notes, in each case 

to the extent requested by the FDIC). 

(c) In addition to (and not in limitation of) the rights of the FDIC under 

Section 7.2(b) above and the rights of any Purchase Money Notes Guarantor under Section 5 of 

Annex I to the Custodial and Paying Agency Agreement, in order to facilitate, or in connection 

with or in contemplation of, any restructuring of the Purchase Money Notes, any FDIC Purchase 

Money Notes Disposition (or any reissuance, restructuring or sale of any promissory notes to be 

issued pursuant to Section 5 of Annex I to the Custodial and Paying Agency Agreement) or the 

delivery of any Purchase Money Notes Guaranty, the FDIC, without the consent of the Private 

Owner, the Initial Member, the Company or any Holder, may, at any time (and from time to 

time) that any Class of Purchase Money Notes is FDIC-Owned, require the Company to (i) 

replace such Class of Purchase Money Notes with another class or classes of promissory notes, 

or otherwise reissue one or more of any such Classes of Purchase Money Notes, including in 

each case to have maturity date(s) and principal amount(s) that are different from those of such 

Class or Classes of Purchase Money Notes prior to such replacement or reissuance, (ii) make 

related changes, modifications or amendments to this Agreement, such replacement or reissued 

promissory notes and the Transaction Documents (and the Company must comply with any such 

requirement), and (iii) establish and maintain a defeasance account with the Paying Agent to be 

used for payments in respect of any or all of the Purchase Money Notes, including any related 

changes to the Transaction Documents, in each case as determined by the FDIC. Any such class 

of replacement or reissued promissory notes will be considered to constitute a “Class” of 

“Purchase Money Notes” for all purposes of the Transaction Documents. The aggregate 

outstanding principal amount of all such replacement or reissued Purchase Money Notes at the 

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time of their original issuance or reissuance, as the case may be, pursuant to this Section 7.2(c) 

must be equal to the aggregate outstanding principal amount of all Classes of Purchase Money 

Notes so being replaced and/or reissued immediately prior to such replacement and/or 

reissuance. 

(d) The maturity date of any amended, replacement or reissued Purchase 

Money Notes pursuant to this Section 7.2 will not be later than, and prior to the Guaranty 

Issuance Date will be, December 14, 2028. No change, amendment or modification to the 

Transaction Documents pursuant to this Section 7.2 (disregarding, for the avoidance of doubt, 

the maturity dates and principal amounts of any such amended, replacement or reissued Purchase 

Money Notes) may adversely affect in any material respect the amount or timing of distributions 

to the Initial Member or the Private Owner pursuant to the Priority of Payments or any other 

direct rights or obligations of, or the need for direct advances, contributions or payments from, 

the Private Owner or the Initial Member pursuant to any Transaction Document, in each case 

unless such adversely affected Private Owner or Initial Member, as applicable, consents to the 

applicable provisions resulting in such adverse effect; and the existence or non-existence of a 

Purchase Money Notes Trigger Event will be determined disregarding any change pursuant to 

this Section 7.2 to maturity dates or principal amounts in connection with any replacement or 

reissuance of Purchase Money Notes. Any change, amendment or modification to the 

Transaction Documents pursuant to this Section 7.2 at a time when any of the Purchase Money 

Notes are not FDIC-Owned will require the consent of the Required PMN Consenting Parties. 

Prior to effecting any changes, amendments or modifications to the Transaction Documents 

pursuant to this Section 7.2, the FDIC will notify each of the Private Owner and the Company of 

any such contemplated changes, amendments or modifications. For the avoidance of doubt, 

nothing in this Section 7.2(d) (i) applies to any amendment or modification of the definition of 

the term “Required PMN Consenting Parties” in accordance with the definition of such term (it 

being understood and agreed that the Required PMN Consenting Parties have absolute discretion 

to modify such term in any manner it desires in connection with any such Purchase Money Notes 

Disposition (or otherwise)) or (ii) modifies or qualifies the last sentence of Section 12.1 of the 

Reimbursement, Security and Guaranty Agreement. The Company and the Private Owner must 

cooperate in all respects with and assist (and the Private Owner agrees to cause the Company to 

cooperate in all respects with and assist) the FDIC in effecting all replacements and reissuances 

of Purchase Money Notes, and all changes, amendments or modifications therein and to the other 

Transaction Documents, required by the FDIC pursuant to this Section 7.2, including causing 

legal counsel for the Company to issue such legal opinions as may reasonably be requested or 

required in connection therewith. The issuance of any amended, replacement or reissued 

Purchase Money Notes as described in this Section 7.2(c) will be at the cost and expense of the 

Company and any such cost and expense will be deemed a Pre-Approved Charge. For the 

avoidance of doubt, any applicable fees of the Custodian in connection with additional reporting 

required by the FDIC pursuant to this Section 7.2 will be considered as part of fees of the 

Custodian to be paid by the Company pursuant to the Custodial and Paying Agency Agreement. 

(e) The terms of Sections 7.2(b) and (c) above, and Section 7.2(f) below, will 

apply notwithstanding anything to the contrary contained elsewhere in this Agreement (including 

Section 7.2(a) or in any other Transaction Document). 

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(f) Each of the FDIC, each Purchase Money Notes Guarantor and the PMN 

Agent is hereby constituted an express third party beneficiary of this Agreement with respect to 

any provisions of this Agreement which expressly grant rights or benefits to such Person 

(including, in the case of the FDIC and each Purchase Money Notes Guarantor, the foregoing 

provisions of this Section 7.2) in accordance with Section 2.1(p) of the Common Terms. 

(g) Notwithstanding the foregoing, in no event will the FDIC structure any 

FDIC Purchase Money Notes Disposition, or the Company be required to make any change, 

amendment or modification to the Transaction Documents pursuant to this Section 7.2 or similar 

rights of the FDIC under any other provision in the Transaction Documents (including as to 

maturity dates or principal amounts of any amended, replacement or reissued Purchase Money 

Notes), in a manner that would be expected by the Initial Member, based on the advice of tax 

counsel, to result in the Company being treated as a “taxable mortgage pool,” as such term is 

defined in Section 7701(i)(2) of the Code. 

Section 7.3. Entire Agreement. This Agreement and the Transaction Documents 

contain the entire agreement between the Transferor and the Company and its Affiliates with 

respect to the subject matter hereof and supersede any and all other prior agreements, whether 

oral or written; provided, however, that any confidentiality agreement between the FDIC and the 

Private Owner or any Affiliates of the Private Owner (including by way of joinder) with respect 

to the transaction that is the subject of this Agreement and the Transaction Documents (including 

the Confidentiality Agreement) will remain in full force and effect to the extent provided therein. 

In the event of a conflict between the terms of this Agreement and the terms of any Transfer 

Document or other document or instrument executed in connection herewith or in connection 

with the transactions contemplated hereby, including any translation into a foreign language of 

this Agreement for the purpose of any Transfer Document, or any other document or instrument 

executed in connection herewith which is prepared for notarization, filing or any other purpose, 

the terms of this Agreement will control, and furthermore, the terms of this Agreement will in no 

way be or be deemed to be amended, modified or otherwise affected in any manner by the terms 

of such Transfer Document or other document or instrument. 

Section 7.4. Right to Specific Performance. THE COMPANY HEREBY 

ACKNOWLEDGES AND AGREES THAT THE DAMAGES TO BE INCURRED BY THE 

TRANSFEROR AS A RESULT OF THE COMPANY’S BREACH OF THIS AGREEMENT 

WILL BE DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN, THAT DAMAGES WILL 

NOT BE AN ADEQUATE REMEDY AND THAT ANY BREACH OR THREATENED 

BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT BY THE COMPANY 

MAY CAUSE IMMEDIATE IRREPARABLE HARM FOR WHICH THERE MAY BE NO 

ADEQUATE REMEDY AT LAW. ACCORDINGLY, THE PARTIES AGREE THAT, IN 

THE EVENT OF ANY SUCH BREACH OR THREATENED BREACH, THE TRANSFEROR 

WILL BE ENTITLED TO (I) IMMEDIATE AND PERMANENT EQUITABLE RELIEF 

(INCLUDING INJUNCTIVE RELIEF AND SPECIFIC PERFORMANCE OF THE 

PROVISIONS OF THIS AGREEMENT) FROM A COURT OF COMPETENT 

JURISDICTION (IN ADDITION TO ANY OTHER REMEDY TO WHICH IT MAY BE 

ENTITLED AT LAW OR IN EQUITY), AND (II) SOLELY IN THE CASE OF A BREACH 

OF SECTION 4.15 HEREOF, LIQUIDATED DAMAGES IN THE AMOUNT OF $25,000 

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FOR EACH BREACH OF SUCH SECTION. THE PARTIES AGREE AND STIPULATE 

THAT THE TRANSFEROR WILL BE ENTITLED TO EQUITABLE (INCLUDING 

INJUNCTIVE) RELIEF WITHOUT POSTING A BOND OR OTHER SECURITY, AND THE 

COMPANY FURTHER WAIVES ANY DEFENSE IN ANY SUCH ACTION FOR SPECIFIC 

PERFORMANCE OR INJUNCTIVE RELIEF THAT A REMEDY AT LAW WOULD BE 

ADEQUATE AND ANY REQUIREMENT UNDER LAW TO POST SECURITY AS A 

PREREQUISITE TO OBTAINING EQUITABLE RELIEF. NOTHING CONTAINED IN 

THIS SECTION WILL BE DEEMED TO LIMIT EITHER PARTY’S RIGHT TO ANY 

REMEDIES AT LAW, INCLUDING THE RECOVERY OF DAMAGES FOR BREACH OF 

THIS AGREEMENT. 

Section 7.5. Indemnity. 

(a) The Company must indemnify and hold harmless the Transferor and the 

FDIC, and their respective Related Persons (all of the foregoing, collectively, the “Indemnified 

Parties”), from and against any and all Losses whatsoever directly or indirectly resulting from, 

connected with, arising out of or related to (i) any failure by the Company to pay and perform the 

Obligations when due (including any such failure pursuant to the express provisions of Sections 

4.11 and 4.12 hereof permitting the Company to, under circumstances, refrain from performing 

certain Obligations), (ii) the services (including in any event all Servicing) provided (or caused 

to be provided) or contemplated to be provided (or to be caused to be provided) by the 

Transferor and/or any Existing Servicer pursuant to, or as described in, Section 3.3 hereof 

(including all such services, and in any event all Servicing, provided (or caused to be provided) 

by the Transferor and/or any Existing Servicer between the Cut-Off Date and the Closing Date) 

or any action taken or not taken by the Transferor and/or any Existing Servicer, or any Related 

Person of the Transferor and/or any Existing Servicer, in relation to any of the foregoing, 

provided that the Company will not be required pursuant to clause (ii) to indemnify or hold 

harmless any Indemnified Party from any Losses to the extent directly or indirectly resulting 

from, connected with, arising out of or related to any gross negligence, bad faith or willful 

misconduct (including any act or omission constituting theft, embezzlement, breach of trust or 

violation of any Law) on the part of such, or any other, Indemnified Party, (iii) the contents or 

form of any endorsement or allonge to a Note, Assignment and Lost Instrument Affidavit, 

Mortgage Assignment, deed, assignment of lease, assignment of Ownership Entity interests, 

omnibus assignment or other document of assignment, conveyance or transfer used in connection 

with the transfer to the Company of any Asset, any Collateral or any Collateral Document (or of 

the Transferor’s rights with respect thereto) (x) the form of which was not provided by the 

Transferor as an attachment hereto (including any Losses whatsoever directly or indirectly 

resulting from, connected with, arising out of or related to any claim relating to the adequacy or 

inadequacy of any such document or instrument for the purposes thereof) or (y) that does not 

comply with the requirements for recordation or filing thereof in the relevant jurisdiction or 

otherwise is not sufficient under applicable Law to reflect the transfer intended to be effected 

thereby or otherwise does not comply with applicable Law (regardless of whether or not the form 

thereof was provided by the Transferor as an attachment hereto), or (iv) any use of any FDIC 

Power of Attorney (x) in any manner not expressly permitted by the terms of such FDIC Power 

of Attorney, (y) without limiting the generality of clause (x), in violation of any restrictions on 

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the use thereof set forth in such FDIC Power of Attorney or any Transaction Document (or any 

other agreement between the FDIC and the Company) or otherwise communicated to the 

Company by the FDIC in writing or (z) in any manner constituting, or as part of or otherwise in 

connection with any conduct or course of conduct constituting, bad faith, willful misconduct, 

theft, embezzlement, breach of trust or any violation of any Law. Each Indemnified Party must 

deliver notice, of any claim or demand made by any Person against such Indemnified Party for 

which such Indemnified Party may seek indemnification under this Section 7.5(a) (a “Third 

Party Claim”), to the Company promptly after receipt by such Indemnified Party of written 

notice of the Third Party Claim, describing such Third Party Claim in reasonable detail. The 

failure or delay to provide such notice, however, will not release the Company from any of its 

obligations under this Section 7.5(a) except to the extent that it is materially prejudiced by such 

failure or delay. 

(b) If for any reason the indemnification provided for herein is unavailable or 

insufficient to hold harmless the Indemnified Parties, the Company must contribute to the 

amount paid or payable by the Indemnified Parties as a result of the Losses of the Indemnified 

Parties in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties, 

on the one hand, and the Company and its Related Persons, on the other hand, in connection with 

the matters that are the subject of such Losses. 

(c) If the Company confirms in writing to the Indemnified Party within fifteen 

days after receipt of a Third Party Claim the Company’s responsibility to indemnify and hold 

harmless the Indemnified Party therefor, the Company may elect to assume control over the 

compromise or defense of such Third Party Claim at the Company’s sole expense and with 

counsel selected by the Company, which counsel must be reasonably satisfactory to the 

Indemnified Party, provided that (i) the Indemnified Party may, if such Indemnified Party so 

desires, employ counsel at such Indemnified Party’s own expense to assist in the handling (but 

not control the defense) of any Third Party Claim; (ii) the Company must keep the Indemnified 

Party advised of all material events with respect to any Third Party Claim; (iii) the Company 

must obtain the prior written approval of the Indemnified Party before ceasing to defend against 

any Third Party Claim or entering into any settlement, adjustment or compromise of such Third 

Party Claim involving injunctive or similar equitable relief being imposed upon the Indemnified 

Party or any of its Affiliates; and (iv) the Company will not, without the prior written consent of 

the Indemnified Party, settle or compromise or consent to the entry of any judgment in any 

pending or threatened action in respect of which indemnification may be sought hereunder 

(whether or not any such Indemnified Party is a party to such action), unless such settlement, 

compromise or consent by its terms obligates the Company to satisfy the full amount of the 

liability in connection with such Third Party Claim and includes an unconditional release of such 

Indemnified Party from all liability arising out of such Third Party Claim. 

(d) Notwithstanding anything contained herein to the contrary, the Company 

will not be entitled to control (and if the Indemnified Party so desires, it will have sole control 

over) the defense, settlement, adjustment or compromise of (but the Company will nevertheless 

be required to pay all Losses incurred by the Indemnified Party in connection with such defense, 

settlement or compromise): (i) any Third Party Claim that seeks an order, injunction or other 

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equitable relief against the Indemnified Party or any of its Affiliates; (ii) any action in which 

both the Company (and/or the Private Owner (in any capacity, including as the Manager)) or any 

Affiliate of the Company (and/or the Private Owner), on one hand, and the Indemnified Party, on 

the other hand, are named as parties and either the Company (and/or the Private Owner) (or such 

Affiliate of the Company (and/or the Private Owner)) or the Indemnified Party determines with 

advice of counsel that there may be one or more legal defenses available to it that are different 

from or additional to those available to the other party or that a conflict of interest between such 

parties may exist in respect of such action; and (iii) any matter that raises or implicates any issue 

relating to any power, right or obligation of the Transferor or the FDIC under any Law. In 

addition to the foregoing, if the Company elects not to assume the compromise or defense of any 

Third Party Claim, fails to timely and properly notify the Indemnified Party of its election as 

herein provided, or, at any time after assuming such defense, fails to diligently defend against 

such Third Party Claim in good faith, the Indemnified Party may pay, settle, compromise or 

defend against such Third Party Claim (but the Company will nevertheless be required to pay all 

Losses incurred by the Indemnified Party in connection with such payment, settlement, 

compromise or defense). In connection with any defense of a Third Party Claim (whether by the 

Company or the Indemnified Party), all of the parties hereto must, and must cause their 

respective Affiliates to, cooperate in the defense or prosecution thereof and to in good faith retain 

and furnish such records, information and testimony, and attend such conferences, discovery 

proceedings, hearings, trials and appeals, as may be reasonably requested by a party hereto in 

connection therewith. 

(e) To the extent that an Indemnified Party is entitled to indemnification both 

under this Section 7.5 and under Section 4.6 of the LLC Operating Agreement, (i) such 

Indemnified Party in its discretion may proceed under either or both of such provisions, (ii) to 

the extent that such Indemnified Party proceeds under this Section 7.5 (whether solely or in 

addition to proceeding under Section 4.6 of the LLC Operating Agreement), as between the 

Company and the Private Owner (and solely as between the Company and the Private Owner), 

the Private Owner will be liable for any amount for which the Company may be liable to such 

Indemnified Party pursuant to this Section 7.5 with respect to such indemnification claim, (iii) to 

the extent that such Indemnified Party proceeds under both this Section 7.5 and Section 4.6 of 

the LLC Operating Agreement, Sections 4.6(c) and (d) of the LLC Operating Agreement will 

apply, and Sections 7.5(c) and (d) will not apply, to such indemnification claim, and (iv) to the 

extent that such Indemnified Party proceeds solely under this Section 7.5, the Private Owner will 

have the right (subject to Section 7.5(d)) to exercise the rights of the Company pursuant to 

Section 7.5(c) with respect to such indemnification claim (in which event the Private Owner will 

be obligated to perform all the obligations of the Company pursuant to Section 7.5(c) with 

respect to such indemnification claim). 

(f) For the avoidance of doubt, each of the Transferor and the FDIC may 

enforce the provisions of this Section 7.5 (and any other indemnity set forth in this Agreement) 

with respect to any Related Person in relation to itself (in its own name and/or in the name of 

and/or otherwise on behalf of such other Related Person). 

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______________ 

_________________ 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 

as of the day and year first above written. 

TRANSFEROR: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR SIGNATURE BRIDGE 

BANK, N.A., as Transferor 

Name: Colette Campagna

Title: Senior Asset Marketing Specialist

COMPANY: 

SIG CRE 2023 VENTURE LLC 

By: Federal Deposit Insurance Corporation in its 

capacity as Receiver for Signature Bridge Bank, 

N.A., as Sole Member and Manager 

Name: Colette Campagna

Title: Senior Asset Marketing Specialist

By:_ 

By: _ 

[Signature Page to Asset Transfer Agreement] 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

ATTACHMENT A 

to 

Asset Transfer Agreement 

ASSET SCHEDULE 

A-1 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

ATTACHMENT B 

to 

Asset Transfer Agreement 

PRIVATE OWNER INTEREST ASSET VALUE SCHEDULE 

B-1 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

ATTACHMENT C 

to 

Asset Transfer Agreement 

OWNERSHIP ENTITY AND RECEIVER ACQUIRED PROPERTY SCHEDULE 

1. Ownership Entities (transferred to the Company on the Closing Date): None. 

2. Owned Real Estate (to be transferred to the designated Ownership Entity): None. 

3. Potentially Defectively Foreclosed Receiver Acquired Property: None. 

C-1 

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ATTACHMENT D1 

to 

Asset Transfer Agreement 

(For use with Assets in Bankruptcy) 

(Note to Preparer: When preparing the actual Affidavit and Assignment, delete this instruction 

and the reference to Attachment D above.) 

State of 

County of 

§ 

§ 

§ 

AFFIDAVIT AND ASSIGNMENT OF CLAIM 

The undersigned, being first duly sworn, deposes and states as follows: 

Federal Deposit Insurance Corporation in its capacity as Receiver for Signature Bridge 

Bank, N.A. (“Assignor”), acting by and through its duly authorized officers and agents, for good 

and valuable consideration, the receipt and sufficiency of which are hereby acknowledged does 

hereby sell, transfer, assign and set over to SIG CRE 2023 Venture LLC (“Assignee”) of 345 

Park Avenue, New York, New York 10154, and its successors and assigns, all of the Assignor’s 

interest in any claim in the bankruptcy case commenced by or against {insert Obligor’s 

name}(“Obligor”) in the {insert appropriate U. S. Bankruptcy Court, including the district of the 

court, such as for the Western District of Texas, being designated as Case Number {insert docket 

number assigned case} (“Bankruptcy Claim”), or such part of said Claim as is based on the 

promissory note of {insert the names of the makers of the note exactly as they appear on the 

note}, dated {insert the date the note was made}, and made payable to {insert the name of the 

payee on the note exactly as it appears on the note}; provided, however, that this assignment is 

made pursuant to the terms and conditions as set forth in that certain Asset Transfer Agreement 

between the Assignor, the Assignee and others dated December 14, 2023 (the “Agreement”). 

For purposes of Rule 3001 of the Federal Rules of Bankruptcy Procedure (“Bankruptcy 

Rule 3001”), this assignment and affidavit represent the unconditional transfer of the Bankruptcy 

Claim or such part of the Claim as is based on the promissory note or notes above and constitute 

the statement of the transferor acknowledging the transfer and stating the consideration therefore 

as required by Bankruptcy Rule 3001. 

This transfer was not for the purpose of the enhancement of any claim in a pending 

bankruptcy. The transfer of the debt was pursuant to the Agreement, through which numerous 

Form to be adjusted, where relevant, to include, or as a separate form to cover, the transfer from the Prior 

Transferor to Transferor. 

D-1 

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debts were sold; no specific amount of the total consideration was assigned to the debt that forms 

the basis of claim. 

This assignment also evidences the unconditional transfer of the Assignor’s interest in 

any security held for the claim. 

IN WITNESS WHEREOF, the Assignor has caused this Affidavit and Assignment of 

Claim to be executed this __ day of____, ____. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR SIGNATURE BRIDGE BANK, 

N.A. 

By: 

Name: 

Title: 

ACKNOWLEDGMENT 

STATE OF 

COUNTY OF 

§ 

§ 

§ 

Before me, the undersigned authority, a Notary Public in and for the county and state 

aforesaid, on this day personally appeared ______________________________, known to me 

to be the person whose name is subscribed to the foregoing instrument, as Attorney-in-Fact of 

the Federal Deposit Insurance Corporation in its capacity as Receiver for Signature Bridge Bank, 

N.A., acting in the capacity stated above, and acknowledged to me that s/he executed the same as 

the act of the Federal Deposit Insurance Corporation in its capacity as Receiver for Signature 

Bridge Bank, N.A. for the purposes and consideration therein expressed, and in the capacity 

therein stated. 

Given under my hand and seal of office on this the day of____, ____. 

Notary Public 

[SEAL] My Commission expires: 

D-2 

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ATTACHMENT E2 

to 

Asset Transfer Agreement 

(Note to Preparer: When preparing an actual Allonge, delete this instruction and the reference 

to Attachment E above.) 

ALLONGE 

THIS ALLONGE IS TO BE ATTACHED TO AND MADE AN INTEGRAL PART of 

the following instrument: 

Note [Insert proper name of Note] 

Dated: [Insert Date of Execution of Note] 

Payable by _______________________ [Insert Name of Borrower], a _______________ 

[Insert State of Formation] [Kind of Entity] [If known] 

Payable to the Order of: [Insert name of Original Payee] 

Original Principal Amount: ____________________ Dollars [Insert Original Principal 

Amount in words] ($____________________) [Insert amount in numerals.] 

PAY TO THE ORDER OF SIG CRE 2023 VENTURE LLC, A DELAWARE LIMITED 

LIABILITY COMPANY, WITHOUT RECOURSE AND WITHOUT 

REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR BY OPERATION 

OF LAW, OF ANY KIND OR NATURE WHATSOEVER. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR SIGNATURE BRIDGE 

BANK, N.A. 

By: 

Name: 

Title: 

Dated as of [Insert Date] 

Form to be adjusted, where relevant, to include, or as a separate form to cover, the transfer from the Prior 

Transferor to Transferor. 

E-1 

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ATTACHMENT F3 

to 

Asset Transfer Agreement 

(Note to Preparer: When preparing the actual Affidavit delete this instruction and the reference 

to Attachment F above.) 

STATE OF § 

§ 

COUNTY OF § 

ASSIGNMENT AND LOST INSTRUMENT AFFIDAVIT 

Before me, the undersigned authority, personally appeared _______________________, 

who upon being duly cautioned and sworn, deposes and says, to the best of his/her knowledge, as 

follows: 

1. That s/he is the _____________ for the Federal Deposit Insurance Corporation in 

its capacity as Receiver for Signature Bridge Bank, N.A., whose address is 1601 Bryan Street, 

Dallas, Texas 75201 (the “Transferor”). 

2. That at the time of the preparation of transfer to SIG CRE 2023 Venture LLC (the 

“Company”), the Transferor was the owner of that certain loan, obligation or interest in a loan or 

obligation evidenced by a promissory note, evidencing an indebtedness or evidencing rights in an 

indebtedness (the “Instrument”), as follows: 

Loan Number: 

Name of Maker: 

Original Principal Balance: 

Date of Instrument: 

3. That the original Instrument has been lost or misplaced. The Instrument was not 

where it was assumed to be, and a search to locate the Instrument was undertaken, without 

results. Prior to the transfer to the Company the Instrument had not been assigned, transferred, 

pledged or hypothecated. 

4. That if the Transferor subsequently locates the Instrument, the Transferor must 

use reasonable efforts to provide written notice to the Company and deliver and endorse the 

Form to be adjusted, where relevant, to include, or as a separate form to cover, the Prior Transferor. 

F-1 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 

3 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Instrument to the Company in accordance with written instructions received from the Company 

(or such other party designated in writing by the Company). 

5. That the purpose of this affidavit is to establish such facts. This affidavit does not 

confer any rights or benefits, causes or claims, representations or warranties (including, without 

limitation, regarding ownership or title to the Instrument or the obligations evidenced thereby) 

upon the Company, its successors or assigns. All such rights, benefits, causes or claims, 

representations and warranties (if any) are as set forth in the Asset Transfer Agreement between 

the Company and the Transferor dated as of December 14, 2023 (the “Transfer Agreement”). 

6. That pursuant to the terms and conditions of the Transfer Agreement, the 

Instrument (including, without limitation, any and all rights the Transferor might have to enforce 

payment and performance of the Instrument, including any such rights under § 3-309 or § 3-804, 

as applicable, of the Uniform Commercial Code) is hereby assigned effective as of the date 

hereof, without recourse, representation or warranty, to the Company. A copy of the Instrument 

is attached to this affidavit, if available. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR SIGNATURE BRIDGE BANK, 

N.A. 

By: 

Name: 

Title: 

Signed and sworn to before me this day of , 20____. 

Notary Public 

[SEAL] My Commission expires: 

F-2 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ATTACHMENT G-14 

to 

Asset Transfer Agreement 

Upon recordation, return to: 

[Insert name and address of Person to whom recorded original Assignment is to be returned. 

Note to preparer, delete this instruction and the reference to Attachment G-1 above upon 

completion of documentation and prior to submission for execution.] 

Name: 

Address: 

Tax Map No. or Tax Parcel Identification No.: ____________________ 

[Insert if local recording office requires.] [Note to preparer, delete the instruction upon 

completion of documentation and prior to submission for execution.] 

ASSIGNMENT OF REAL ESTATE MORTGAGE 

(Book _____, Page ____) 

RECITALS 

[On March 12, 2023, Signature Bank, New York, New York (“Signature Bank”) was closed by 

the New York State Department of Financial Services, and the Federal Deposit Insurance 

Corporation (acting in any capacity, the “FDIC”) was appointed as receiver for Signature Bank 

(“FDIC as Receiver of Signature Bank”). By operation of law, FDIC as Receiver of Signature 

Bank assumed from the closed Signature Bank the Transferred Assets (as defined below). 

The Transferred Assets were transferred by FDIC as Receiver for Signature Bank to Signature 

Bridge Bank, N.A. (“Signature Bridge Bank” or the “Failed Bank”, as the context may require), 

which assumed the Transferred Assets.] 

On March 20, 2023, Signature Bridge Bank [, N.A. (“Signature Bridge Bank” or the “Failed 

Bank”, as the context may require)] was closed by the Office of the Comptroller of the Currency, 

and the FDIC was appointed as receiver for Signature Bridge Bank (“FDIC as Receiver of 

Signature Bridge Bank”). By operation of law, FDIC as Receiver of Signature Bridge Bank 

assumed the Transferred Assets [(as defined below)]. 

Options to be selected, and form to be adjusted, as applicable, to include (or, if necessary, to create a separate 

form to cover) the transfer from the Prior Transferor to Transferor. 

G-1-1 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 

4 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW, THEREFORE, in consideration of the foregoing, it is agreed as follows: 

THE FDIC, AS RECEIVER FOR THE FAILED BANK, at 1601 Bryan Street, Dallas, Texas 

75201 (hereinafter referred to as “Assignor”), for value received, does by these presents, grant, 

bargain, sell, assign, transfer and set over to SIG CRE 2023 Venture LLC, a Delaware limited 

liability company, its successors and assigns, at c/o Blackstone Real Estate, 345 Park Avenue, 

New York, New York 10154, all right, title and interest in and to those documents listed 

immediately below (the “Transferred Assets”), which relate to the property described on the 

attached Exhibit A: 

Note and Real Estate Mortgage, each dated [Insert Date], executed by [Insert Name of 

Borrower], a [Insert Kind of Entity], each being in the original principal sum of [Write 

out amount] and /100 Dollars ($[Insert Numerals]) and which Note was made 

payable to [Insert name of original lender] and which Mortgage was recorded on [Insert 

Date], in Book _____, Page _____ with the [Register of Deeds, [Insert] County, State of 

[Insert]] (“Register’s Office”), as the same may have been assigned, amended, 

supplemented, restated or modified. 

[Insert the following paragraph, and repeat if applicable, only if original real estate 

mortgage was originated by and executed in favor of another lender and then transferred 

to Signature Bridge Bank or Signature Bank, New York, New York. Note to preparer, 

delete this instruction upon completion of documentation and prior to submission for 

execution: 

Such Note and Mortgage were assigned by [Name of original lender] to [Signature Bank, 

New York, New York/Signature Bridge Bank, N.A.] pursuant to that certain Assignment 

of Real Estate Mortgage dated [Insert Date] and recorded on [Insert Date] in Book _____, 

Page _____ in the Register’s Office (“Assignment”).] 

[Insert the following paragraph only if the Real Estate Mortgage was modified or 

amended and a document was recorded to reflect the modification and amendment. Note 

to preparer, delete this instruction upon completion of documentation and prior to 

submission for execution: 

Such Note and Real Estate Mortgage were modified pursuant to that certain [Insert 

Correct Name of Document, e.g., Modification and Ratification of Note and Real Estate 

Mortgage Agreement] dated [Insert Date] and recorded on [Insert Date] in Book _____, 

Page _____ in the Register’s Office (“Modification”).] 

TO HAVE AND TO HOLD THE SAME UNTO SAID SIG CRE 2023 VENTURE LLC, ITS 

SUCCESSORS AND ASSIGNS. 

THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, AND WITHOUT 

REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR BY OPERATION OF 

G-1-2 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

LAW, OF ANY KIND OR NATURE WHATSOEVER, BY THE FDIC IN ITS CAPACITY AS 

RECEIVER FOR SIGNATURE BRIDGE BANK, N.A.[, AS RECEIVER FOR SIGNATURE 

BANK, NEW YORK, NEW YORK], OR IN ITS CORPORATE CAPACITY. THE LOAN IS 

CONVEYED “AS IS” AND “WITH ALL FAULTS,” WITHOUT ANY REPRESENTATION 

OR WARRANTY WHATSOEVER, INCLUDING AS TO COLLECTABILITY, 

ENFORCEABILITY, VALUE OF COLLATERAL, ABILITY OF ANY OBLIGOR TO 

REPAY, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, 

MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS, IMPLIED OR BY 

OPERATION OF LAW, BY ANY PERSON, INCLUDING THE FDIC OR ITS OFFICERS 

EMPLOYEES, AGENTS OR CONTRACTORS. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

G-1-3 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

 

IN WITNESS WHEREOF, the Federal Deposit Insurance Corporation in its capacity as Receiver 

for [Signature Bridge Bank, N.A.] has caused this instrument to be executed this ______ day of 

_________, 20____, effective as of the ________ day of _____________, 20____. 

ASSIGNOR: 

Signed, sealed and delivered FEDERAL DEPOSIT INSURANCE 

in the presence of: CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR [SIGNATURE BRIDGE 

BANK, N.A.] 

ATTEST: _ By: __________________________ Name: Print Name:__________________________ 

Title:_______________________________ Title: 

SEAL 

Witness #1 

Print Name:__________________________ 

Witness #2 

Print Name:__________________________ 

Note: State law has various execution requirements, including attestations or witnesses or both. 

Preparer delete foregoing note once local requirements are determined. 

G-1-4 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

 

ACKNOWLEDGMENT 

[UNIVERSAL FORM OF ACKNOWLEDGMENT] [Note to Preparer, delete the 

designation, Universal Form of Acknowledgement prior to execution. Use only one of the two 

acknowledgements: this designation or the California form.] 

STATE OF ____________________ ) 

) SS: 

COUNTY OF __________________ ) 

On this ______ day of ________________, 20__, before me personally appeared 

___________________, known to me or proved to me on the basis of satisfactory evidence to be 

the person(s) who executed the foregoing instrument, and he/she thereupon duly acknowledged 

to me that he/she executed the same to be his/her free act and deed. 

WITNESS my hand and official seal. 

Name of Notary:______________________ 

My commission expires:________________ 

G-1-5 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

 

 

 

 

 

[CALIFORNIA FORM OF ACKNOWLEDGMENT] Note to Preparer, delete the 

designation, California Form of Acknowledgement prior to execution if you use this 

acknowledgement. Use only one of the two acknowledgements: this designation or the Universal 

form.] 

STATE OF CALIFORNIA 

COUNTY OF __________________ 

) 

) 

) 

SS: 

On ______________________ before me, (here insert name and title of the officer), personally 

appeared __________________ who proved to me on the basis of satisfactory evidence to be the 

person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that 

he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their 

signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 

acted, executed the instrument. 

I certify under PENALTY OF PERJURY under the laws of the State of California that the 

foregoing paragraph is true and correct. 

WITNESS my hand and official seal. 

Signature ____________________________ (Seal) 

G-1-6 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

EXHIBIT A 

(Legal Description) 

G-1-7 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ATTACHMENT G-25 

to 

Asset Transfer Agreement 

Upon recordation, return to: 

[Insert name and address of Person to whom of recorded original Assignment is to be returned. 

Note to preparer, delete this instruction and the reference to Attachment G-2 above upon 

completion of documentation and prior to submission for execution.] 

Name: 

Address: 

Tax Map No. or Tax Parcel Identification No.: ____________________ 

[Insert if local recording office requires.] [Note to preparer, delete the instruction upon 

completion of documentation and prior to submission for execution.] 

ASSIGNMENT OF REAL ESTATE DEED OF TRUST 

(Book _____, Page ____) 

RECITALS 

[On March 12, 2023, Signature Bank, New York, New York (“Signature Bank”) was closed by 

the New York State Department of Financial Services, and the Federal Deposit Insurance 

Corporation (acting in any capacity, the “FDIC”) was appointed as receiver for Signature Bank 

(“FDIC as Receiver of Signature Bank”). By operation of law, FDIC as Receiver of Signature 

Bank assumed from the closed Signature Bank the Transferred Assets (as defined below). 

The Transferred Assets were transferred by FDIC as Receiver for Signature Bank to Signature 

Bridge Bank, N.A. (“Signature Bridge Bank” or the “Failed Bank”, as the context may require), 

which assumed the Transferred Assets.] 

On March 20, 2023, Signature Bridge Bank [, N.A. (“Signature Bridge Bank” or the “Failed 

Bank”, as the context may require)] was closed by the Office of the Comptroller of the Currency, 

and the FDIC was appointed as receiver for Signature Bridge Bank (“FDIC as Receiver of 

Signature Bridge Bank”). By operation of law, FDIC as Receiver of Signature Bridge Bank 

assumed the Transferred Assets [(as defined below)].] 

Options to be selected, and form to be adjusted, as applicable, to include (or, if necessary, to create a separate 

form to cover) the transfer from the Prior Transferor to Transferor. 

G-2-1 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 

5 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW, THEREFORE, in consideration of the foregoing, it is agreed as follows: 

THE FDIC, AS RECEIVER FOR THE FAILED BANK, at 1601 Bryan Street, Dallas, Texas 

75201 (hereinafter referred to as “Assignor”), for value received, does by these presents, grant, 

bargain, sell, assign, transfer and set over to SIG CRE 2023 Venture LLC, a Delaware limited 

liability company, its successors and assigns, at [__________], all right, title and interest in and 

to those documents listed immediately below (the “Transferred Assets”), which relate to property 

described on the attached Exhibit A: 

Real Estate Deed of Trust executed by [Insert name of Borrower], a [Insert Kind of 

Entity], organized and existing under the laws of [Insert State], dated [Insert Date of 

Execution], in the original principal sum of [Insert Amount in words] and __/100 Dollars 

($[Insert Numbers]) of Deed of Trust in favor of [Name of Trustee], a resident of 

___________, _____________ [if more than one Trustee and [Name of Trustee], a 

resident of ______________, __________________,] Trustee [or Trustees] for, and on 

behalf of, [Signature Bridge Bank, N.A.] (the “Mortgage”), which Mortgage was 

recorded on [Insert Date], in the Clerk’s Office [of the Circuit Court of the City of 

______________, or of the Court of ] [State] (“Clerk’s Office”) in Book _____, 

Page _____, as the same may have been assigned, amended, supplemented, restated or 

modified. 

[Insert the following paragraph, and repeat if applicable, only if original real estate deed 

of trust was originated by and executed in favor of another lender and then transferred to 

Signature Bridge Bank or Signature Bank, New York, New York. Note to preparer, 

delete this instruction upon completion of documentation and prior to submission for 

execution: 

Such Mortgage was assigned by [original lender] to [Signature Bank, New York, New 

York/ Signature Bridge Bank, N.A.] pursuant to that certain Assignment of Real Estate 

Deed of Trust dated [Insert Date] (“Assignment”), which Assignment was recorded on 

[Insert Date] in the Clerk’s Office in Book _____, Page _____.] 

[Insert the following paragraph only if the Real Estate Deed of Trust was modified or 

amended and a document was recorded to reflect the modification and amendment. Note 

to preparer, delete this instruction upon completion of documentation and prior to 

submission for execution: 

The Mortgage was modified by that certain [Insert Correct Name of Document, e.g., 

Modification and Ratification of Note and Real Estate Deed of Trust] dated 

__________________ (“Modification”), which Modification was recorded on 

________________ in the Clerk’s Office in Book _____, Page _____.] 

G-2-2 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

 

 

TO HAVE AND TO HOLD THE SAME UNTO SAID SIG CRE 2023 VENTURE LLC, ITS 

SUCCESSORS AND ASSIGNS. 

THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, AND WITHOUT 

REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR BY OPERATION OF 

LAW, OF ANY KIND OR NATURE WHATSOEVER, BY THE FDIC IN ITS CAPACITY AS 

RECEIVER FOR SIGNATURE BRIDGE BANK, N.A.[, AS RECEIVER FOR SIGNATURE 

BANK, NEW YORK, NEW YORK] OR IN ITS CORPORATE CAPACITY. THE LOAN, AS 

ASSIGNED AND MODIFIED, IS CONVEYED “AS IS” AND “WITH ALL FAULTS,” 

WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING AS 

TO COLLECTABILITY, ENFORCEABILITY, VALUE OF COLLATERAL, ABILITY OF 

ANY OBLIGOR TO REPAY, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, 

MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS, IMPLIED OR BY 

OPERATION OF LAW, BY ANY PERSON, INCLUDING THE FDIC OR ITS OFFICERS, 

EMPLOYEES, AGENTS OR CONTRACTORS. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

G-2-3 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

IN WITNESS WHEREOF, FEDERAL DEPOSIT INSURANCE CORPORATION IN ITS 

CAPACITY AS RECEIVER FOR [SIGNATURE BRIDGE BANK, N.A.] has caused this 

instrument to be executed this ______ day of _________, 20____, to be effective as of the ____ 

day of ___________, 20____. 

ASSIGNOR: 

Signed, sealed and delivered FEDERAL DEPOSIT INSURANCE 

in the presence of: CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR [SIGNATURE BRIDGE 

BANK, N.A.] 

ATTEST: By: 

Print Name: Name: 

Title: Title: 

Witness #1 

Print Name: 

SEAL 

Witness #2 

Print Name: 

Note: State law has various execution requirements, including attestations or witnesses or both. 

Prepare delete foregoing note once local requirements are determined. 

G-2-4 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

 

 

 

 

____________________________________ 

ACKNOWLEDGMENT 

[UNIVERSAL FORM OF ACKNOWLEDGMENT] [Note to Preparer, delete the 

designation, Universal Form of Acknowledgement prior to execution. Use only one of the two 

acknowledgements: this designation or the California form.] 

STATE OF ____________________ ) 

) SS: 

COUNTY OF __________________ ) 

On this ______ day of _________, 20____, before me personally appeared 

___________________, known to me or proved to me on the basis of satisfactory evidence to be 

the person(s) who executed the foregoing instrument, and he/she thereupon duly acknowledged 

to me that he/she executed the same to be his/her free act and deed. 

WITNESS my hand and official seal. 

Name of Notary:______________________ 

My commission expires:________________ 

G-2-5 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

 

 

 

[CALIFORNIA FORM OF ACKNOWLEDGMENT] [Note to Preparer, delete the 

designation, Universal Form of Acknowledgement prior to execution. Use only one of the two 

acknowledgements: this designation or the Universal form.] 

STATE OF CALIFORNIA ) 

) SS: 

COUNTY OF __________________ ) 

On ______________________ before me, (here insert name and title of the officer), personally 

appeared __________________ who proved to me on the basis of satisfactory evidence to be the 

person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that 

he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their 

signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 

acted, executed the instrument. 

I certify under PENALTY OF PERJURY under the laws of the State of California that the 

foregoing paragraph is true and correct. 

WITNESS my hand and official seal. 

Signature ____________________________ (Seal) 

G-2-6 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

EXHIBIT A 

(Legal Description) 

G-2-6 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

 

 

 

 

ATTACHMENT G-36 

to 

Asset Transfer Agreement 

(Note to Preparer: When preparing the actual Omnibus Loan Assignment, delete this instruction 

and the reference to Attachment G-3 above.) 

OMNIBUS LOAN ASSIGNMENT 

RECITALS 

[On March 12, 2023, Signature Bank, New York, New York (“Signature Bank”) was 

closed by the New York State Department of Financial Services, and the Federal Deposit 

Insurance Corporation (acting in any capacity, the “FDIC”) was appointed as receiver for 

Signature Bank (“FDIC as Receiver of Signature Bank”). By operation of law, FDIC as 

Receiver of Signature Bank assumed from the closed Signature Bank the Loan Documents 

described herein . 

The Transferred Assets were transferred by FDIC as Receiver for Signature Bank to 

Signature Bridge Bank, N.A. (“Signature Bridge Bank”), which assumed such Loan Documents.] 

[On March 20, 2023, Signature Bridge Bank [, N.A. (“Signature Bridge Bank”)] was 

closed by the Office of the Comptroller of the Currency, and the FDIC was appointed as receiver 

for Signature Bridge Bank (“FDIC as Receiver of Signature Bridge Bank”). By operation of 

law, FDIC as Receiver of Signature Bridge Bank assumed [the Loan Documents described 

herein.] 

NOW, THEREFORE, in consideration of the foregoing, it is agreed as follows: 

The FEDERAL DEPOSIT INSURANCE CORPORATION (acting in any capacity, 

the “FDIC”) IN ITS CAPACITY AS RECEIVER FOR SIGNATURE BRIDGE BANK, 

N.A., at 1601 Bryan Street, Dallas, Texas 75201 (hereinafter referred to as “Assignor”), for value 

received, does by these presents, grant, bargain, sell, assign, transfer and set over “as-is”, 

“where-is”, without recourse, covenant, representation or warranty of any kind or nature, 

express or implied to SIG CRE 2023 Venture LLC, a Delaware limited liability company its 

successors and assigns, at c/o Blackstone Real Estate, 345 Park Avenue, New York, New York 

10154, all of Assignor’s right, title and interest in and to the loan documents (the “Loan 

Documents”) associated with that certain loan made to: 

Options to be selected, and form to be adjusted, as applicable, to include (or, if necessary, to create a separate 

form to cover) the transfer from the Prior Transferor to Transferor. 

G-3-1 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 

6 
 

 

 

 

 

 

 

 

 

 

 

[Insert name of Borrower], a [Insert Kind of Entity], organized and existing under the 

laws of [Insert State], dated [Insert Date of Execution], in the original principal sum of [Insert 

Amount in words] and __/100 Dollars ($[Insert Numbers]), as same may have been modified or 

amended (the Loan”); 

TO HAVE AND TO HOLD THE SAME UNTO SAID SIG CRE 2023 VENTURE LLC, 

ITS SUCCESSORS AND ASSIGNS. 

THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR 

WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY THE FDIC IN ITS 

CAPACITY AS RECEIVER FOR SIGNATURE BRIDGE BANK, N.A.[, AS RECEIVER FOR 

SIGNATURE BANK, NEW YORK, NEW YORK] OR IN ITS CORPORATE CAPACITY. 

THE LOAN DOCUMENTS ARE CONVEYED “AS IS” AND “WITH ALL FAULTS,” 

WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING AS 

TO COLLECTABILITY, ENFORCEABILITY, VALUE OF COLLATERAL, ABILITY OF 

ANY OBLIGOR TO REPAY, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, 

MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS, IMPLIED, OR BY 

OPERATION OF LAW, BY ANY PERSON, INCLUDING THE FDIC OR ITS OFFICERS, 

EMPLOYEES, AGENTS OR CONTRACTORS. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

G-3-2 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

IN WITNESS WHEREOF, this Omnibus Loan Assignment is executed as of this _____ day of 

__________________, ______. 

ASSIGNOR: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR [SIGNATURE BRIDGE 

BANK, N.A.] 

By: ________________________________ 

Name: _____________________________ 

Title: _____________________________ 

G-3-3 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

 

 

 

 

 

 

 

ATTACHMENT H7 

to 

Asset Transfer Agreement 

Upon recordation, return to: 

[Insert name and address of Person to whom recorded original Assignment is to be returned. 

Note to preparer, delete this instruction and the reference with Attachment H above upon 

completion of documentation and prior to submission for execution.] 

Name: 

Address: 

Tax Map No. or Tax Parcel Identification No.: ____________________ 

[Insert if local recording office requires.] [Note to preparer, delete the instruction upon 

completion of documentation and prior to submission for execution.] 

ASSIGNMENT OF ASSIGNMENT OF LEASES AND RENTS 

AND OTHER LOAN DOCUMENTS 

[Note to Preparer, insert correct name of instrument here and in body of Assignment below. 

Delete this instruction prior to execution.] 

RECITALS 

[On March 12, 2023, Signature Bank, New York, New York (“Signature Bank”) was closed by 

the New York State Department of Financial Services, and the Federal Deposit Insurance 

Corporation (acting in any capacity, the “FDIC”) was appointed as receiver for Signature Bank 

(“FDIC as Receiver of Signature Bank”). By operation of law, FDIC as Receiver of Signature 

Bank assumed from the closed Signature Bank the Transferred Assets (as defined below). 

The Transferred Assets were transferred by FDIC as Receiver for Signature Bank to Signature 

Bridge Bank, N.A. (“Signature Bridge Bank” or the “Failed Bank”, as the context may require), 

which assumed the Transferred Assets.] 

[On March 20, 2023, Signature Bridge Bank [N.A., (“Signature Bridge Bank” or the 

“Failed Bank”, as the context may require)] was closed by the Office of the Comptroller of the 

Currency, and the FDIC was appointed as receiver for Signature Bridge Bank (“FDIC as 

Receiver of Signature Bridge Bank”). By operation of law, FDIC as Receiver of Signature 

Bridge Bank assumed the Transferred Assets.] 

Options to be selected, and form to be adjusted, as applicable, to include (or, if necessary, to create a separate 

form to cover) the transfer from the Prior Transferor to Transferor. 

H-1 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 

7 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW, THEREFORE, in consideration of the foregoing, it is agreed as follows: 

THE FDIC, AS RECEIVER FOR THE FAILED BANK, at 1601 Bryan Street, Dallas, Texas 

75201 (hereinafter referred to as “Assignor”), for value received, does by these presents, grant, 

bargain, sell, assign, transfer and set over to SIG CRE 2023 Venture LLC, a Delaware limited 

liability company, its successors and assigns, at c/o Blackstone Real Estate, 345 Park Avenue, 

New York, New York 10154, all right, title and interest in and to those documents listed 

immediately below (the “Transferred Assets”), which relate to property described on the attached 

Exhibit A: 

1. Assignment of Leases and Rents, dated [Insert Date] (“Assignment of Leases”), 

made by [Insert Name of Borrower], a [Insert Kind of Entity], in favor of [Insert name of 

original lender] and which Assignment of Leases was recorded on [Insert Date], in Book 

_____, Page _____ with [the Register of Deeds, [Insert] County, State of [Insert] 

(“Register’s Office”) as Document No. _____________________;], as the same may 

have been assigned, amended, supplemented, restated or modified; and 

[2.] [Insert similar description, with recording information, for each additional 

recorded Asset Document, with definition][note to preparer, delete the instruction upon 

completion of documentation and prior to submission for execution.]; and 

[3.] Any notes and or other agreements evidencing the indebtedness and/or the 

obligations secured by the Assignment of Leases and the other recorded loan documents 

identified in Paragraph 2 through ___ above; and 

[4.] Any and all other documents and instruments evidencing, securing and or relating 

to the indebtedness and or obligations secured by the Assignment of Leases and the other 

recorded loan documents identified in Paragraph 2 through ___ above. 

[Insert the following paragraph, and repeat if applicable, only if original assignment of 

leases and rents was originated by and executed in favor of another lender and then 

transferred to Signature Bridge Bank or Signature Bank, New York, New York. Note to 

preparer, delete this instruction upon completion of documentation and prior to 

submission for execution: 

The Assignment of Leases was assigned by [Name of original lender] to [Signature Bank, 

New York, New York/ Signature Bridge Bank, N.A.] pursuant to that certain Assignment 

of Assignment of Leases and Rents dated [Insert Date] and recorded on [Insert Date] in 

Book _____, Page _____ in the Register’s Office as Document No.________________.] 

[Insert the following paragraph only if the original Assignment of Leases and Rents 

Mortgage was modified or amended and a document was recorded to reflect the 

modification and amendment. Note to preparer, delete this instruction upon completion 

of documentation and prior to submission for execution: 

H-2 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

 

 

The Assignment of Leases and Rents was modified pursuant to that certain [Modification 

of Assignment of Leases] [Insert Correct Name of Document] dated [Insert Date] and 

recorded on [Insert Date] in Book _____, Page _____ in the Register’s Office as 

Document No. ____________(“Modification”).] 

[Insert similar additional paragraphs for each additional recorded loan document as necessary. 

Note to preparer, delete this instruction upon completion of documentation and prior to 

submission for execution.] 

THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, AND WITHOUT 

REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR BY OPERATION OF 

LAW, OF ANY KIND OR NATURE WHATSOEVER, BY THE FDIC IN ITS CAPACITY AS 

RECEIVER FOR SIGNATURE BRIDGE BANK, N.A.[, AS RECEIVER FOR SIGNATURE 

BANK, NEW YORK, NEW YORK] OR IN ITS CORPORATE CAPACITY. THE LOAN IS 

CONVEYED “AS IS” AND “WITH ALL FAULTS,” WITHOUT ANY REPRESENTATION 

OR WARRANTY WHATSOEVER, INCLUDING AS TO COLLECTABILITY, 

ENFORCEABILITY, VALUE OF COLLATERAL, ABILITY OF ANY OBLIGOR TO 

REPAY, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, 

MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS, IMPLIED OR BY 

OPERATION OF LAW, BY ANY PERSON, INCLUDING THE FDIC OR ITS OFFICERS 

EMPLOYEES, AGENTS OR CONTRACTORS. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

H-3 

SIG CRE 2023 Venture LLC 

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IN WITNESS WHEREOF, FEDERAL DEPOSIT INSURANCE CORPORATION IN 

ITS CAPACITY AS RECEIVER FOR [SIGNATURE BRIDGE BANK, N.A.] has caused this 

instrument to be executed this ______ day of _________, 20____, effective as of the ______ day 

of _________, 20____. 

ASSIGNOR: 

Signed, sealed and delivered FEDERAL DEPOSIT INSURANCE 

in the presence of: CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR [SIGNATURE BRIDGE 

BANK, N.A.] 

ATTEST: 

Print Name: 

Title: 

By: 

Name: 

Title: 

Witness #1 

Print Name: 

SEAL 

Witness #2 

Print Name: 

Note: State law has various execution requirements, including attestations or witnesses or both. 

Preparer delete foregoing note once local requirements are determined. 

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____________________________________ 

ACKNOWLEDGMENT 

[UNIVERSAL FORM OF ACKNOWLEDGMENT] [Note to Preparer, delete the 

designation, Universal Form of Acknowledgement prior to execution. Use only one of the two 

acknowledgements: this designation or the California form. ] 

STATE OF ____________________ ) 

) SS: 

COUNTY OF __________________ ) 

On this ______ day of _________, 20_____, before me personally appeared 

___________________, known to me or proved to me on the basis of satisfactory evidence to be 

the person(s) who executed the foregoing instrument, and he/she thereupon duly acknowledged 

to me that he/she executed the same to be his/her free act and deed. 

WITNESS my hand and official seal. 

Name of Notary:______________________ 

My commission expires:________________ 

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[CALIFORNIA FORM OF ACKNOWLEDGMENT] Note to Preparer, delete the 

designation, California Form of Acknowledgement prior to execution if you use this 

acknowledgement. Use only one of the two acknowledgements: this designation or the Universal 

form.] 

STATE OF CALIFORNIA 

COUNTY OF __________________ 

) 

) 

) 

SS: 

On ______________________ before me, (here insert name and title of the officer), personally 

appeared __________________ who proved to me on the basis of satisfactory evidence to be the 

person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that 

he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their 

signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 

acted, executed the instrument. 

I certify under PENALTY OF PERJURY under the laws of the State of California that the 

foregoing paragraph is true and correct. 

WITNESS my hand and official seal. 

Signature ____________________________ (Seal) 

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EXHIBIT A 

(Legal Description) 

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ATTACHMENT I8 

to 

Asset Transfer Agreement 

(Note to Preparer: When preparing the actual Assignment and Acceptance of Limited Liability 

Company Interest, delete this instruction and the reference to Attachment I above.) 

ASSIGNMENT AND ACCEPTANCE OF LIMITED LIABILITY COMPANY INTEREST 

FOR VALUE RECEIVED, pursuant to the terms and conditions set forth in that certain 

Asset Transfer Agreement, dated as of December 14, 2023, between THE FEDERAL 

DEPOSIT INSURANCE CORPORATION IN ITS CAPACITY AS RECEIVER FOR 

SIGNATURE BRIDGE BANK, N.A., at 1601 Bryan Street, Dallas, Texas 75201 (“Assignor”), 

SIG CRE 2023 VENTURE LLC, a Delaware limited liability company, its successors and 

assigns, at c/o Blackstone Real Estate, 345 Park Avenue, New York, New York 10154 

(“Assignee”), and others, Assignor, being the sole member of [Insert Name of Subsidiary 

Entity], a [Insert State of Formation] limited liability company (the “Limited Liability 

Company”), by these presents grants, bargains, sells, assigns, transfers and sets over to Assignee 

all right, title and interest in and to Assignor’s entire interest in the Limited Liability Company 

(the “Limited Liability Company Interest”), which Limited Liability Company Interest includes, 

without limitation, Assignor’s capital and profits interest, capital account balance, distributions 

and liquidation rights and voting and any management rights and powers in the Limited Liability 

Company. 

Assignee accepts the Limited Liability Company Interest, assumes all covenants, 

conditions, obligations, liabilities and responsibilities required to be kept, performed and fulfilled 

by Assignor with respect to the Limited Liability Company Interest and agrees to be bound by all 

the terms and conditions of the [Operating Agreement/Limited Liability Company Agreement] 

{Note to preparer, delete “Operating Agreement” or “Limited Liability Company Agreement” 

as appropriate} of the Limited Liability Company (the “Operating Agreement”), a copy of 

which Operating Agreement is attached to this Assignment and Acceptance of Limited Liability 

Company Interest as Exhibit A and made a part of this Assignment and Acceptance of Limited 

Liability Company Interest by reference. 

This Assignment and Acceptance of Limited Liability Company Interest is made, 

delivered and effective as of the date first noted above. 

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Form to be adjusted, where relevant, to include, or as a separate form to cover, the transfer from the Prior 

Transferor to Transferor. 

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IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment and 

Acceptance of Limited Liability Company Interest to be executed and delivered as of the ____ 

day of _________, 202_. 

ASSIGNOR: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR SIGNATURE BRIDGE 

BANK, N.A. 

By:_______________________________________ 

Name: 

Title: 

ASSIGNEE: 

SIG CRE 2023 VENTURE LLC 

By: [__________], its Manager 

By: [__________], its [__________] 

By: __________________________ 

Name: 

Title: 

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[[Insert the following consent for [__________], [__________] and [__________] to 

address Operating Agreement prohibitions against transfer.] {Note to preparer, delete 

this instruction upon completion of documentation and prior to submission for 

execution.} 

Acknowledged, consented to, approved and agreed to by the Limited Liability Company 

as of the _____ day of ___________, 20__, which confirms that Assignee, pursuant to the 

attached Assignment and Acceptance of Limited Liability Company Interest, has become and at 

all times hereafter will be the substitute member of the Limited Liability Company, with all 

right, title and interest in the Limited Liability Company provided in the Operating Agreement 

and any and all rights and limitations of Assignor pursuant to the Operating Agreement. 

SIG CRE 2023 VENTURE LLC 

By: FEDERAL DEPOSIT INSURANCE 

CORPORATION in its capacity as 

Receiver for Signature Bridge Bank, 

N.A., as Sole Member 

By: ________________________________ 

Name: 

Title: 

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Exhibit A 

Copy of Operating Agreement 

[Attached] 

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___________________________ 

___________________________ 

___________________________ 

_______________________________________________________________________________ 

ATTACHMENT J-19 

to 

Asset Transfer Agreement 

[Note to preparer: The below form of Receiver’s Deed must in each instance be conformed to the 

laws of the state wherein the applicable Receiver Acquired Property is located, including, without 

limitation, those necessary to cause it to be recorded in the county in which such Receiver Acquired 

Property is located. No other changes are to be made thereto, except that this "Note" and the 

bracketed instructions in bold in the text of the Receiver’s Deed (including Exhibit B thereto) must 

be deleted from the form of the completed Receiver’s Deed. Delete this instruction prior to 

execution.] 

Recording requested by Asset No. _______________ 

and when recorded return to: 

(Space above this line reserved for Recorder of Deeds) 

SPECIAL WARRANTY DEED 

STATE OF ________________ § 

§ 

COUNTY OF ______________ § 

RECITALS 

WHEREAS, [Signature Bank, New York, New York ( “Signature Bank”)], acquired the 

Property by that certain ________________________ [insert the style of the deed into the 

failed institution, e.g., General or Special Warranty Deed, Deed in Lieu of Foreclosure, or 

simply Deed] dated ___________________, and recorded in Volume ________, Page ________ 

of the records of ________________ County, _______________, on ___________________; 

WHEREAS, Signature Bank was closed by the New York State Department of Financial 

Services, and the Federal Deposit Insurance Corporation (acting in any capacity, the “FDIC”) 

Form to be adjusted, where relevant, to include, or as a separate form to cover, the transfer from the Prior 

Transferor to Transferor. 

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was appointed as receiver for Signature Bank (“FDIC as Receiver of Signature Bank”). As a 

matter of federal law, 12 U.S.C. § 1821(d)(2)(A)(i), FDIC as Receiver of Signature Bank 

succeeded to all of the right, title, and interest of Signature Bank in and to, among other things, the 

Property; 

WHEREAS, all such right, title and interest to the Property, among other things, was 

transferred by the FDIC as Receiver of Signature Bank to Signature Bridge Bank, N.A. 

(“Signature Bridge Bank” or the “Failed Bank”, as the context may require); 

WHEREAS, Signature Bridge Bank was closed by the Office of the Comptroller of the 

Currency, and the FDIC was appointed as receiver for Signature Bridge Bank 

__________________(in such capacity, the “Receiver”); and 

WHEREAS, as a matter of federal law, 12 U.S.C. § 1821(d)(2)(A)(i), the Receiver 

succeeded to all of the right, title, and interest of the Failed Bank in and to, among other things, the 

Property. 

NOW, THEREFORE, the Receiver (hereinafter, “Grantor”), whose address is 1601 

Bryan Street, Dallas, Texas 75201, for and in consideration of the sum of TEN AND NO/100 

DOLLARS ($10.00) and other good and valuable consideration to said Grantor paid by Grantee 

named herein, the receipt of which is hereby acknowledged, has GRANTED, SOLD and 

CONVEYED and by these presents does GRANT, SELL and CONVEY unto ________________ 

_____________________________________________ [if a legal entity, include type and state 

in which formed] (“Grantee”), whose mailing address is _________________________________ 

_____________________________, that certain real property situated in ______________ County, 

____________________, described on Exhibit A attached hereto and made a part hereof for all 

purposes, together with any and all improvements thereto and all and singular the rights and 

appurtenances pertaining thereto, including, but not limited to, any right, title and interest of Grantor 

in and to adjacent streets, alleys or rights-of-way (collectively, the “Property”), subject however to 

all standby fees, real estate taxes, and assessments on or against the Property (which fees, taxes and 

assessments shall be subject to any applicable provisions in the Transfer Agreement defined below), 

as well as zoning, building, and other laws, regulations, and ordinances of municipal and other 

governmental authorities, if any, affecting the Property, and all matters set forth on Exhibit B 

attached hereto and made a part hereof for all purposes (all of the foregoing being collectively 

referred to as the “Permitted Exceptions”); 

TO HAVE AND TO HOLD the Property, together with all and singular the rights and 

appurtenances thereto in any wise belonging to Grantor, unto Grantee, its legal representatives, 

successors and assigns forever, and Grantor does hereby bind itself, its successors and assigns, to 

WARRANT SPECIALLY AND FOREVER DEFEND all and singular the Property unto Grantee, 

its legal representatives, successors and assigns, against every person whomsoever lawfully 

claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, 

subject, however, to the Permitted Exceptions. 

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Grantee, by its execution and acceptance of delivery of this Special Warranty Deed, assumes 

and agrees to perform any and all obligations of Grantor, the Failed Bank or Signature Bank under 

the Permitted Exceptions. 

FURTHER, GRANTEE, BY ITS EXECUTION AND ACCEPTANCE OF DELIVERY 

OF THIS SPECIAL WARRANTY DEED, ACKNOWLEDGES AND AGREES THAT (i) 

EXCEPT FOR THE SPECIAL (OR LIMITED) WARRANTY OF TITLE CONTAINED 

HEREIN, GRANTOR HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY 

NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, 

COVENANTS, AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER 

WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, 

PRESENT, OR FUTURE, OF, AS TO, CONCERNING, OR WITH RESPECT TO (A) THE 

VALUE, NATURE, QUALITY, OR CONDITION OF THE PROPERTY, INCLUDING, 

WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, (B) ANY INCOME TO BE 

DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY 

AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY CONDUCT OR HOPE TO 

CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS 

OPERATION WITH ANY LAWS, RULES, ORDINANCES, OR REGULATIONS OF ANY 

APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, 

MERCHANTABILITY, MARKETABILITY, PROFITABILITY, OR FITNESS FOR A 

PARTICULAR PURPOSE OF THE PROPERTY OR ANY PART THEREOF, (F) THE 

MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, 

INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF 

REPAIR, OR LACK OF REPAIR OF THE PROPERTY OR ANY PART THEREOF OR ANY 

IMPROVEMENTS THERETO, (H) THE EXISTENCE, QUALITY, NATURE, ADEQUACY, 

OR PHYSICAL CONDITION OF ANY UTILITIES SERVING THE PROPERTY, OR (I) ANY 

OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT 

GRANTOR HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY 

REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL 

PROTECTION, POLLUTION, OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, 

OR REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, THE DISPOSAL OR 

EXISTENCE, IN OR ON THE PROPERTY OR ANY PART THEREOF, OF ANY 

HAZARDOUS MATERIALS; (ii) GRANTEE HAS FULLY INSPECTED THE PROPERTY 

AND THAT THE CONVEYANCE HEREUNDER OF THE PROPERTY IS "AS IS" AND 

"WITH ALL FAULTS," AND GRANTOR HAS NO OBLIGATION TO ALTER, REPAIR, OR 

IMPROVE THE PROPERTY OR ANY PART THEREOF OR ANY IMPROVEMENTS 

THERETO; AND (iii) NO WARRANTY HAS ARISEN THROUGH TRADE, CUSTOM, OR 

COURSE OF DEALING WITH GRANTOR, AND ALL STATUTORY, COMMON LAW, 

AND CUSTOMARY COVENANTS AND WARRANTIES, IF ANY, OF WHATEVER KIND, 

CHARACTER, NATURE, PURPOSE, OR EFFECT, WHETHER EXPRESS OR IMPLIED OR 

ARISING BY OPERATION OF LAW, ARE HEREBY EXPRESSLY, UNCONDITIONALLY, 

AND IRREVOCABLY WAIVED, DISCLAIMED, AND EXCLUDED FROM THIS SPECIAL 

WARRANTY DEED, NOTWITHSTANDING ANY CUSTOM OR PRACTICE TO THE 

CONTRARY, OR ANY STATUTORY, COMMON LAW, DECISIONAL, HISTORICAL, OR 

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CUSTOMARY MEANING, IMPLICATION, SIGNIFICANCE, EFFECT, OR USE OF 

CONTRARY IMPORT OF ANY WORD, TERM, PHRASE OR PROVISION HEREIN. 

Further, by its acceptance of delivery of this Special Warranty Deed, Grantee or anyone 

claiming by, through, or under Grantee, hereby fully releases Grantor, the Failed Bank, Signature 

Bank, and the FDIC in any and all of its various other capacities, and their respective employees, 

officers, directors, representatives, and agents from any and all claims, costs, losses, liabilities, 

damages, expenses, demands, actions, or causes of action that it or they may now have or 

hereafter acquire, whether direct or indirect, known or unknown, suspected or unsuspected, 

liquidated or contingent, arising from or related to the Property in any manner whatsoever. This 

covenant releasing Grantor, the Failed Bank, Signature Bank, and the FDIC in any and all of its 

various other capacities is a covenant running with the Property and will be binding upon 

Grantee, its successors, and assigns. 

The fact that certain encumbrances, limitations, or other matters or conditions may be 

mentioned, disclaimed, or excepted in any way herein, whether specifically or generally, is not a 

covenant, representation, or warranty of Grantor as to any encumbrances, limitations, or any 

other matters or conditions not mentioned, disclaimed, or excepted. Notwithstanding anything 

herein to the contrary, however, nothing herein will be construed or deemed as an admission by 

Grantor or Grantee to any third party of the existence, validity, enforceability, scope, or location 

of any encumbrances, limitations, or other matters or conditions mentioned, disclaimed, or 

excepted in any way herein, and nothing will be construed or deemed as a waiver by Grantor or 

Grantee of its respective rights, if any, but without obligation, to challenge or enforce the 

existence, validity, enforceability, scope, or location of same against third parties. 

By its execution and acceptance of delivery of this Special Warranty Deed, Grantee 

hereby assumes the payment of all ad valorem taxes, standby fees, and general and special 

assessments of whatever kind and character affecting the Property which are due, or which may 

become due, including, without limitation, taxes or assessments becoming due by reason of a 

change in usage or ownership, or both, of the Property or any portion thereof, in each case 

subject to any applicable provisions set forth in that certain Asset Transfer Agreement between 

Grantor, SIG CRE 2023 Venture LLC, a Delaware limited liability company, and others, dated 

as of December 14, 2023 (the “Transfer Agreement”). 

IN WITNESS WHEREOF, this Special Warranty Deed is executed on this _____ day of 

__________________, ______. 

GRANTOR: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR SIGNATURE BRIDGE BANK, N.A. 

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By: _________________________________ 

Name: ______________________________ 

Title: _______________________________ 

GRANTEE: 

____________________________________ [print name of legal entity, including type of 

____________________________________ entity and state in which it was formed] 

By: _________________________________ 

Name: ______________________________ 

Title: _______________________________ 

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____________________________________ 

____________________________________ 

ACKNOWLEDGMENTS 

STATE OF _________________ § 

§ 

COUNTY OF _______________ § 

This instrument was acknowledged before me on the _____ day of ________________, 

_______, by ___________________________, Attorney-in-Fact of the Federal Deposit 

Insurance Corporation, as Receiver for ___________________________________, on behalf of 

said entity. 

Notary Public, State of _________________ 

STATE OF _________________ § 

§ 

COUNTY OF _______________ § 

This instrument was acknowledged before me on the _____ day of ________________, 

_______, by ____________________________, __________________ of ___________________ 

______________________________________, on behalf of said entity. 

Notary Public, State of _________________ 

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EXHIBIT A 

[Legal Description of the Property] 

[NOTE TO PREPARER: This legal description should be, except in unique circumstances, the legal 

description of the Property as found in the conveyancing instrument into Grantor or into the Failed 

Bank named in the first recital hereinabove. Delete this instruction prior to execution.] 

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EXHIBIT B 

[Permitted Exceptions] 

[Note to preparer: List hereon (i) the standard printed exceptions contained in Schedule B of the 

Title Policy or as otherwise set forth in said Schedule B, and (ii) all matters or conditions affecting 

title to the Property, including those reflected on the Title Commitment or the Survey. Delete this 

instruction prior to execution.] 

1. Restrictive covenants recorded in Volume ______, Page ______, and Volume ______, Page 

_____, all in the ____________ Records of ________________ County, ______________ [the 

standard exception as to restrictive covenants should be deleted in its entirety unless recorded 

restrictive covenants are specified, in which event the recording information thereof must be 

listed under such exception]. 

2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or 

protrusions, or any overlapping of improvements. 

3. Any title or rights asserted by anyone, including, but not limited to, persons, the public, 

corporations, governments or other entities, to tidelands, or lands comprising the shores or beds of 

navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or to lands beyond the line of 

the harbor or bulkhead lines as established or changed by any government, or to filled-in lands, or 

artificial islands, or to statutory water rights, including riparian rights, or to the area extending from 

the line of mean low tide to the line of vegetation, or the rights of access to that area or easement 

along and across that area. 

4. Rights of tenants and/or lessees in possession under any recorded and/or unrecorded leases and/or 

rental agreements. 

5. [e.g., Drainage easement as recorded in Volume _____, Page _____ of the Deed and Plat 

Records of _____________ County, _____________, and as shown on that certain survey 

prepared by __________________________________, surveyed on ______________, and 

updated on ________________, with certification executed by __________________, 

Registered Professional Land Surveyor No. _________, on _________________, Project No. 

_________ (herein, the "Survey")]. 

6. [e.g., Consequences, if any, arising from the encroachment of Building – 1 and Building – 3 

over or into the twenty-five foot (25’) building setback line pursuant to Zoning B-3, as shown 

on the Survey]. 

7. [CONTINUE NUMBERING AS NEEDED TO LIST ALL ITEMS REQUIRED BY THE 

ABOVE INSTRUCTIONS.] 

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ATTACHMENT J-210 

to 

Asset Transfer Agreement 

[Note to preparer: When preparing an actual Omnibus Property Assignment, delete this 

instruction and the reference to Attachment J-2 above.] 

GENERAL ASSIGNMENT AND ASSUMPTION 

(Omnibus Property Assignment) 

THIS GENERAL ASSIGNMENT AND ASSUMPTION (this “Assignment”) is made 

and entered into as of the _____ day of _______ 20__ (the “Effective Date”), by and between the 

FEDERAL DEPOSIT INSURANCE CORPORATION, as Receiver for Signature Bridge 

Bank, N.A. (herein referred to as “Assignor”), whose address is 1601 Bryan Street, Dallas, Texas 

75201, and _______________________, LLC, a ________________ limited liability company 

(herein referred to as “Assignee”), whose address and principal place of business is 

__________________________________________________. 

RECITALS: 

A. [On March 12, 2023, Signature Bank, New York, New York (“Signature Bank”) 

was closed by the New York State Department of Financial Services, and the Federal Deposit 

Insurance Corporation (acting in any capacity, the “FDIC”) was appointed as receiver for 

Signature Bank (“FDIC as Receiver of Signature Bank”). By operation of law, FDIC as 

Receiver of Signature Bank assumed from the closed Signature Bank all of its right, title and 

interest to the Real Property (as defined below) and, as applicable (as predecessor-in-interest), 

the Subject Property (as defined below). 

B. All such right, title and interest to the Real Property and Subject Property was 

transferred by FDIC as Receiver for Signature Bank, and assumed by, Signature Bridge Bank, 

N.A. (“Signature Bridge Bank”). 

C. On March 20, 2023, Signature Bridge Bank was closed by the Office of the 

Comptroller of the Currency, and Assignor was appointed as receiver for Signature Bridge Bank. 

By operation of law, Assignor assumed from the closed Signature Bridge Bank all of its right, 

title and interest to the Real Property and, as applicable (as predecessor-in-interest), the Subject 

Property (as defined below).] 

10 Form to be adjusted, where relevant, to include, or as a separate form to cover, the transfer from the Prior 

Transferor to Transferor. 

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D. Contemporaneously with the execution of this Assignment, pursuant to that certain 

Receiver’s Deed dated of even date herewith between Assignor and Assignee, Assignor has sold 

and conveyed to Assignee the lands (being real property) located in ________________ County, 

_____________, that are specifically described in the schedule that is marked Exhibit A, and that 

is attached hereto and made a part hereof for all purposes (the “Land”), together with any 

buildings, facilities, structures, improvements, and fixtures that are located thereon or attached or 

affixed thereto (the “Improvements”), and together with any rights and appurtenances thereto, 

and any rights, titles and interests in and to adjacent streets, roads, alleys and rights-of-way (all the 

foregoing, collectively, the “Real Property”). 

E. This Assignment is executed pursuant to that certain Asset Transfer Agreement 

between Assignor, SIG CRE 2023 Venture LLC, a Delaware limited liability company, and others, 

dated as of December 14, 2023 (the “Transfer Agreement”). As required therein, this Assignment 

is made without recourse, and without representation or warranty, express or implied, or by 

operation of law, of any kind or nature whatsoever by the Federal Deposit Insurance Corporation, in 

any capacity, or the Failed Bank. Terms used herein, which are not otherwise defined herein, 

have the same meaning as set forth in the Transfer Agreement. 

AGREEMENT: 

1. Assignment. For Ten and No/100 Dollars in hand paid and other good and valuable 

consideration that Assignee has paid to Assignor, the receipt and sufficiency of which are hereby 

acknowledged, Assignor hereby assigns, transfers and conveys to Assignee WITHOUT 

COVENANT, REPRESENTATION, OR WARRANTY of any kind or nature, express or 

implied, or by operation of law, of any kind or nature whatsoever, all of Assignor's right, title and 

interest in, to and under (a) any Related Agreement pertaining to the Real Property to which 

Assignor is a party or in which Assignor has obtained an interest, (b) any governmental licenses, 

permits and approvals, utility contracts, certificates of occupancy in favor of or owned by 

Assignor, and other rights or franchises relating to the zoning, land use, entitlements, ownership, 

operation, occupancy, development, construction or maintenance of the Real Property running to 

or in favor of Assignor, the Improvements or the Land, but expressly excluding any and all 

deposits (including utility deposits) made by Assignor with Governmental Authorities relating to 

the Improvements or the Land, (c) any existing warranties, guaranties and sureties of 

manufacturers, suppliers and contractors received in connection with the construction of, or 

equipment on, the Real Property or given by other third parties with respect to the Real Property, 

(d) any site plans, surveys, floor plans, architectural plans and specifications and engineering 

plans (whether "as built", conceptual or design) relating to the Real Property, (e) any claims and 

rights of action against third parties with respect to the Real Property, except as provided in 

Section 2.7 of the Transfer Agreement, (f) subject to Section 4.15 of the Transfer Agreement, 

any other intangible property owned by Assignor in connection with the Land and Improvements 

and (g) any furniture, personal property, machinery, appliances, tools, building materials, 

hardware, carpeting, apparatus and equipment owned by Assignor and currently used in the 

operation, repair and maintenance of the Land and Improvements and situated thereon, but 

expressly excluding any of the foregoing and all other personal property owned by tenants of the 

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Improvements or public or private utilities or contractors working at the Property (all the 

foregoing, collectively, the “Subject Property”). 

2. Assumption. Assignee hereby assumes and agrees to keep, perform and fulfill all 

of the Obligations under or with respect to the Real Property and the Subject Property, including, 

without limitation, all of Assignor's obligations under the Related Agreements, whether arising 

or accruing before, on or after the Effective Date. Assignee hereby agrees to indemnify and 

defend Assignor (and its Affiliates) against, and hold Assignor (and its Affiliates) harmless from, 

any and all claims, demands, causes of action, losses, damages, liabilities and costs, including, 

without limitation, reasonable attorneys' fees, expenses and costs (collectively, “Losses”) 

asserted against, imposed upon or incurred by Assignor (or any Affiliate thereof) by reason of or 

arising out of claims of unrelated thirty parties (i.e., parties other than Assignor and its Affiliates) 

relating to or arising out of (a) the ownership, management, leasing, operation, construction, 

maintenance, repair, marketing and/or sale of the Real Property or the Subject Property before, 

on and after the Effective Date, and/or (b) personal injury, death or property damage relating to 

the Real Property or the Subject Property with respect to the period before, on and after the 

Effective Date, except to the extent that such Losses are attributable to the acts or omissions of 

Assignor (and its Affiliates) prior to the Effective Date. 

3. No Representation or Warranty. ASSIGNEE, BY ITS EXECUTION AND 

ACCEPTANCE OF DELIVERY OF THIS ASSIGNMENT, ACKNOWLEDGES AND AGREES 

THAT: (I) THE SUBJECT PROPERTY IS CONVEYED AND ASSIGNED TO THE 

ASSIGNEE “AS IS” AND “WITH ALL FAULTS,” WITHOUT ANY REPRESENTATION, 

WARRANTY OR GUARANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, 

(A) AS TO THE OWNERSHIP OF, OR STATE OR CONDITION OF TITLE TO, THE REAL 

PROPERTY OR THE SUBJECT PROPERTY, OR THE PRESENCE OR ABSENCE OF ANY 

LIENS OR ENCUMBRANCES THEREON, AND ANY COVENANTS OR WARRANTIES 

OF TITLE THAT MIGHT OTHERWISE ARISE OR BE IMPLIED BY COMMON LAW, 

STATUTE OR OTHERWISE ARE EXPRESSLY DISCLAIMED AND NEGATED, OR (B) 

AS TO THE VALUE, MARKETABILITY, MERCHANTABILITY, FITNESS FOR ANY 

PARTICULAR PURPOSE, OR CONDITION OF, OR THE INCOME (IF ANY) TO BE 

DERIVED FROM, THE REAL PROPERTY OR THE SUBJECT PROPERTY, WHETHER 

EXPRESS OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING 

THE ASSIGNOR OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE 

ASSIGNOR, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, 

AGENTS OR CONTRACTORS; (II) THE ASSIGNOR SPECIFICALLY DISCLAIMS ANY 

WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR 

PRESENT, EXPRESS OR IMPLIED, CONCERNING THE REAL PROPERTY OR THE 

SUBJECT PROPERTY OR WITH RESPECT TO THE LEGALITY, VALIDITY, 

EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY RELATED 

AGREEMENTS OR OTHER DOCUMENTS RELATING THERETO OR FOR THE 

PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY RELATED 

AGREEMENTS OR OTHER DOCUMENTS OR ANY OTHER PERSON OF ANY OF ITS 

OBLIGATIONS PURSUANT TO ANY RELATED AGREEMENTS OR OTHER 

DOCUMENTS OR WITH RESPECT TO ANY OTHER MATTER WHATSOEVER 

J-2-3 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RELATING TO THE REAL PROPERTY OR THE SUBJECT PROPERTY, INCLUDING 

WITHOUT LIMITATION, as to (a) environmental matters relating to the Real Property or the 

Subject Property, including, without limitation, the presence of any Environmental Hazard in, 

on, under and around the Real Property or other properties in the vicinity of the Real Property; 

(b) the presence of mold or other microbial agents in the Subject Property or the Real Property; 

(c) topographical, geological or seismic conditions with respect to the Real Property, including, 

without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, 

and limitations regarding the withdrawal of water therefrom, and faulting; (d) whether or not and 

the extent to which the Real Property or any portion thereof is affected by any stream (surface or 

underground), body of water, flood prone area, flood plain, floodway, or special flood hazard; (e) 

drainage and soil conditions of the Real Property; (f) the existence of or availability of any 

entitlements or development rights with respect to the Real Property; (g) zoning requirements 

(including any special use permits) to which the Real Property may be subject or the status of 

compliance with such requirements; (h) the availability, adequacy, capacity or physical condition 

of any utilities to the Real Property or any portion thereof, including, without limitation, water, 

sewage, gas and electricity; (i) existing or permitted usages of the Real Property or any 

properties adjoining the Real Property; (j) access to the Real Property or any portion thereof; 

(k) the value, compliance with specifications, size, location, age, use, merchantability, quality, 

quality of construction or materials, description, state of repair or condition of the Real Property 

or the Subject Property or any portion thereof, or suitability of the Real Property or the Subject 

Property or any portion thereof for any specific purposes, or fitness for any use or purpose 

whatsoever; (l) the compliance of the Real Property or the Subject Property with applicable 

Laws; (m) enforceability of any contract, lease, ground lease or other Related Agreement 

affecting the Real Property or the Subject Property; (n) the physical condition of the Real 

Property or the Subject Property, including, without limitation, the existence of any latent or 

patent defects; or (o) the scope or extent of any potential or threatened taking of all or part of the 

Real Property or the Subject Property and the impact thereof on the remainder of the Real 

Property or the Subject Property; (III) ASSIGNEE HAS HAD AMPLE OPPORTUNITY TO 

INSPECT, AND HAS FULLY INSPECTED, THE REAL PROPERTY AND THE SUBJECT 

PROPERTY AND THAT THE CONVEYANCE AND DELIVERY HEREUNDER OF THE 

SUBJECT PROPERTY IS "AS IS" AND "WITH ALL FAULTS", AND ASSIGNOR HAS NO 

OBLIGATION TO ALTER, REPAIR, REMEDIATE OR IMPROVE THE REAL PROPERTY 

OR THE SUBJECT PROPERTY OR ANY PORTION THEREOF; AND (IV) NO WARRANTY 

HAS ARISEN THROUGH TRADE, CUSTOM, OR COURSE OF DEALING WITH 

ASSIGNOR, AND ALL STATUTORY, COMMON LAW, AND CUSTOMARY COVENANTS 

AND WARRANTIES, IF ANY, OF WHATEVER KIND, CHARACTER, NATURE, PURPOSE, 

OR EFFECT, WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW 

OR OTHERWISE, ARE HEREBY EXPRESSLY, UNCONDITIONALLY, AND 

IRREVOCABLY WAIVED, DISCLAIMED, AND EXCLUDED FROM THIS ASSIGNMENT, 

NOTWITHSTANDING ANY CUSTOM OR PRACTICE TO THE CONTRARY, OR ANY 

STATUTORY, COMMON LAW, DECISIONAL, HISTORICAL, OR CUSTOMARY 

MEANING, IMPLICATION, SIGNIFICANCE, EFFECT, OR USE OF CONTRARY IMPORT 

OF ANY WORD, TERM, PHRASE OR PROVISION HEREIN. 

J-2-4 

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Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Further, by its execution and acceptance of delivery of this Assignment, Assignee or anyone 

claiming by, through, or under Assignee, hereby fully releases Assignor, Signature Bank, Signature 

Bridge Bank, and the FDIC in any capacity, and their respective employees, officers, directors, 

representatives, and agents, from any and all claims, costs, losses, liabilities, damages, expenses, 

demands, actions, or causes of action that it may now have or hereafter acquire, whether direct or 

indirect, choate or inchoate, known or unknown, suspected or unsuspected, liquidated or contingent, 

arising from or related to this conveyance and/or the Real Property or the Subject Property in any 

manner whatsoever. This covenant releasing Assignor is a covenant running with the Real Property 

and will be binding upon Assignee, its successors and assigns. 

4. Transfer Agreement. To the extent of any conflict between this Assignment and 

the Transfer Agreement, the Transfer Agreement will control. 

5. Successors and Assigns. This Assignment will inure to the benefit of, and be 

binding upon, the successors, executors, administrators, legal representatives and assigns of the 

parties hereto. 

6. Counterparts. This Assignment may be executed in any number of counterparts. 

All counterparts together will constitute an original agreement. 

7. Governing Law. This Assignment will be construed under and enforced by the 

laws of the State of [Insert Property Location]. 

[Signature Page Follows] 

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Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

IN WITNESS WHEREOF, this Assignment is executed by Assignor and Assignee on the 

dates set forth below their respective signatures hereinbelow, but to be effective for all purposes, 

however, as of the date first above written. 

ASSIGNOR: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY 

AS RECEIVER FOR SIGNATURE BRIDGE BANK, N.A. 

By: ______________________________ 

Name: ___________________________ 

Title: ___________________________ 

Date: _____________________, 20__ 

ASSIGNEE: 

_____________________________, LLC, 

a ____________ limited liability company 

By: ______________________________ 

Name: ___________________________ 

Title: ___________________________ 

Date: _____________________, 20__ 

J-2-6 

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Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

EXHIBIT A 

TO GENERAL ASSIGNMENT AND ASSUMPTION 

Description of the Land 

[to be attached] 

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___________________________ 

___________________________ 

___________________________ 

_______________________________________________________________________________ 

ATTACHMENT J-311 

to 

Asset Transfer Agreement 

[Note to preparer: The below form of Receiver’s Quitclaim Deed must in each instance be 

conformed to the laws of the state wherein the applicable Potentially Defectively Foreclosed 

Receiver Acquired Property is located, including, without limitation, those necessary to cause it to 

be recorded in the county in which such Potentially Defectively Foreclosed Receiver Acquired 

Property is located. No other changes are to be made thereto, except that this "Note" and the 

bracketed instructions in bold in the text of the Receiver’s Quitclaim Deed (including Exhibit B 

thereto) must be deleted from the form of the completed Receiver’s Quitclaim Deed. Delete this 

instruction prior to execution.] 

Recording requested by Asset No. _______________ 

and when recorded return to: 

(Space above this line reserved for Recorder of Deeds) 

QUITCLAIM DEED 

STATE OF ________________ § 

§ 

COUNTY OF ______________ § 

RECITALS 

WHEREAS, [Signature Bank, New York, New York] ( “Signature Bank”) was closed by 

the New York State Department of Financial Services, and the Federal Deposit Insurance 

Corporation (acting in any capacity, the “FDIC”) was appointed as receiver for Signature Bank 

(“FDIC as Receiver of Signature Bank”). The FDIC as Receiver of Signature Bank may have 

obtained an interest in or to the Property, either directly or as a matter of federal law, 12 U.S.C. § 

1821(d)(2)(A)(i), as successor in interest to Signature Bank; 

WHEREAS, any such interest of the FDIC as Receiver of Signature Bank in or to the 

Property, among other things, was transferred by the FDIC as Receiver of Signature Bank to 

11 Form to be adjusted, where relevant, to include, or as a separate form to cover, the transfer from the Prior 

Transferor to Transferor. 

J-3-1 

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Signature Bridge Bank, N.A. (“Signature Bridge Bank” or the “Failed Bank”, as the context may 

require). 

WHEREAS, Signature Bridge Bank was closed by the Office of the Comptroller of the 

Currency, and the FDIC was appointed as receiver for Signature Bridge Bank (in such capacity, 

the “Receiver”); and 

WHEREAS, the Receiver, as successor-in-interest to the Failed Bank, obtained all interest 

of the Failed Bank (whatever it may be) in or to the hereinafter described Property, either directly or 

as a matter of federal law, 12 U.S.C. § 1821(d)(2)(A)(i); 

NOW, THEREFORE, the Receiver (hereinafter, “Grantor”), whose address is 1601 

Bryan Street, Dallas, Texas 75201, for and in consideration of the sum of TEN AND NO/100 

DOLLARS ($10.00) and other good and valuable consideration to said Grantor paid by Grantee 

named herein, the receipt of which is hereby acknowledged, has remised, released and 

QUITCLAIMED, and by these presents does remise, release, and forever QUITCLAIM unto 

_____________________________________________________________ [if a legal entity, 

include type and state in which formed] (“Grantee”), whose mailing address is 

______________________________________________________________, all of Grantor’s 

right, title and interest, if any, in and to that certain real property situated in ______________ 

County, ____________________, described on Exhibit A attached hereto and made a part hereof 

for all purposes, together with any improvements thereto and any rights and appurtenances 

pertaining thereto (collectively, the “Property”), subject, without limitation, to all standby fees, 

real estate taxes, and assessments on or against the Property (which fees, taxes and assessments 

shall be subject to any applicable provisions in the Transfer Agreement defined below), as well as 

zoning, building, and other laws, regulations, and ordinances of municipal and other governmental 

authorities, if any, affecting the Property, and all matters set forth on Exhibit B attached hereto and 

made a part hereof for all purposes (all of the foregoing being collectively referred to as the 

“Permitted Exceptions”); 

TO HAVE AND TO HOLD the Property, together with all and singular the rights and 

appurtenances thereto in any wise belonging to Grantor, unto Grantee, its legal representatives, 

successors and assigns forever, subject, without limitation to, to the Permitted Exceptions. 

Neither Grantor nor Grantor’s successors or assigns may have, claim, or demand any right or title 

to the Property or any part thereof. 

Grantee, by its execution and acceptance of delivery of this Quitclaim Deed, assumes and 

agrees to perform any and all obligations of Grantor, Signature Bank or the Failed Bank under the 

Permitted Exceptions. 

GRANTEE, BY ITS EXECUTION AND ACCEPTANCE OF DELIVERY OF THIS 

QUITCLAIM DEED, ACKNOWLEDGES AND AGREES THAT GRANTOR HAS NOT 

MADE, DOES NOT MAKE, AND SPECIFICALLY NEGATES AND DISCLAIMS ANY 

AND ALL REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, 

AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, 

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WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY 

WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY STATUTE OR LAW), 

ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, CONCERNING, OR 

WITH RESPECT TO TITLE TO THE PROPERTY. 

FURTHER, GRANTEE, BY ITS EXECUTION AND ACCEPTANCE OF DELIVERY 

OF THIS QUITCLAIM DEED, ACKNOWLEDGES AND AGREES THAT (i) GRANTOR HAS 

NOT MADE, DOES NOT MAKE, AND SPECIFICALLY NEGATES AND DISCLAIMS ANY 

REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR 

GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR 

IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, CONCERNING, 

OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY, OR CONDITION OF THE 

PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, 

(B) ANY INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF 

THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY 

CONDUCT OR HOPE TO CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE 

PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES, OR 

REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) 

THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, OR 

FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY OR ANY PART THEREOF, 

(F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, 

INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF 

REPAIR, OR LACK OF REPAIR OF THE PROPERTY OR ANY PART THEREOF OR ANY 

IMPROVEMENTS THERETO, (H) THE EXISTENCE, QUALITY, NATURE, ADEQUACY, 

OR PHYSICAL CONDITION OF ANY UTILITIES SERVING THE PROPERTY, OR (I) ANY 

OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT 

GRANTOR HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY 

REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL 

PROTECTION, POLLUTION, OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, 

OR REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, THE DISPOSAL OR 

EXISTENCE, IN OR ON THE PROPERTY OR ANY PART THEREOF, OF ANY 

HAZARDOUS MATERIALS; (ii) GRANTEE HAS FULLY INSPECTED THE PROPERTY 

AND THAT THE CONVEYANCE HEREUNDER OF THE PROPERTY IS "AS IS" AND 

"WITH ALL FAULTS," AND GRANTOR HAS NO OBLIGATION TO ALTER, REPAIR, OR 

IMPROVE THE PROPERTY OR ANY PART THEREOF OR ANY IMPROVEMENTS 

THERETO; AND (iii) NO WARRANTY HAS ARISEN THROUGH TRADE, CUSTOM, OR 

COURSE OF DEALING WITH GRANTOR, AND ALL STATUTORY, COMMON LAW, 

AND CUSTOMARY COVENANTS AND WARRANTIES, IF ANY, OF WHATEVER KIND, 

CHARACTER, NATURE, PURPOSE, OR EFFECT, WHETHER EXPRESS OR IMPLIED OR 

ARISING BY OPERATION OF LAW, ARE HEREBY EXPRESSLY, UNCONDITIONALLY, 

AND IRREVOCABLY WAIVED, DISCLAIMED, AND EXCLUDED FROM THIS 

QUITCLAIM DEED, NOTWITHSTANDING ANY CUSTOM OR PRACTICE TO THE 

CONTRARY, OR ANY STATUTORY, COMMON LAW, DECISIONAL, HISTORICAL, OR 

CUSTOMARY MEANING, IMPLICATION, SIGNIFICANCE, EFFECT, OR USE OF 

CONTRARY IMPORT OF ANY WORD, TERM, PHRASE OR PROVISION HEREIN. 

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Version 08-2022 (Standard) 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Further, by its acceptance of delivery of this Quitclaim Deed, Grantee or anyone claiming 

by, through, or under Grantee, hereby fully releases Grantor, the Failed Bank, Signature Bank, 

and the FDIC in any and all of its various other capacities, and their respective employees, 

officers, directors, representatives, and agents from any and all claims, costs, losses, liabilities, 

damages, expenses, demands, actions, or causes of action that it or they may now have or 

hereafter acquire, whether direct or indirect, known or unknown, suspected or unsuspected, 

liquidated or contingent, arising from or related to the Property in any manner whatsoever. This 

covenant releasing Grantor, the Failed Bank, Signature Bank, and the FDIC in any and all of its 

various other capacities is a covenant running with the Property and will be binding upon 

Grantee, its successors, and assigns. 

The fact that certain encumbrances, limitations, or other matters or conditions may be 

mentioned, disclaimed, or excepted in any way herein, whether specifically or generally, is not a 

covenant, representation, or warranty of Grantor as to any encumbrances, limitations, or any 

other matters or conditions not mentioned, disclaimed, or excepted. Notwithstanding anything 

herein to the contrary, however, nothing herein will be construed or deemed as an admission by 

Grantor or Grantee to any third party of the existence, validity, enforceability, scope, or location 

of any encumbrances, limitations, or other matters or conditions mentioned, disclaimed, or 

excepted in any way herein, and nothing will be construed or deemed as a waiver by Grantor or 

Grantee of its respective rights, if any, but without obligation, to challenge or enforce the 

existence, validity, enforceability, scope, or location of same against third parties. 

By its execution and acceptance of delivery of this Quitclaim Deed, Grantee hereby 

assumes the payment of all ad valorem taxes, standby fees, and general and special assessments 

of whatever kind and character affecting the Property which are due, or which may become due, 

including, without limitation, taxes or assessments becoming due by reason of a change in usage 

or ownership, or both, of the Property or any portion thereof, in each case subject to any 

applicable provisions set forth in that certain Asset Transfer Agreement between Grantor, SIG 

CRE 2023 Venture LLC, a Delaware limited liability company, and others, dated as of 

December 14, 2023 (the “Transfer Agreement”). 

IN WITNESS WHEREOF, this Quitclaim Deed is executed on this _____ day of 

__________________, ______. 

GRANTOR: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY 

AS RECEIVER FOR SIGNATURE BRIDGE BANK, N.A. 

By: _________________________________ 

Name: ______________________________ 

Title: _______________________________ 

J-3-4 

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Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

GRANTEE: 

____________________________________ [print name of legal entity, including type of 

____________________________________ entity and state in which it was formed] 

By: _________________________________ 

Name: ______________________________ 

Title: _______________________________ 

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Version 08-2022 (Standard) 
 

 

 

 

 

 

 

____________________________________ 

____________________________________ 

ACKNOWLEDGMENTS 

STATE OF _________________ § 

§ 

COUNTY OF _______________ § 

This instrument was acknowledged before me on the _____ day of ________________, 

_______, by ___________________________, Attorney-in-Fact of the Federal Deposit 

Insurance Corporation, as Receiver for ___________________________________, on behalf of 

said entity. 

Notary Public, State of _________________ 

STATE OF _________________ § 

§ 

COUNTY OF _______________ § 

This instrument was acknowledged before me on the _____ day of ________________, 

_______, by ____________________________, __________________ of ___________________ 

______________________________________, on behalf of said entity. 

Notary Public, State of _________________ 

J-3-6 

SIG CRE 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

EXHIBIT A 

[Legal Description of the Property] 

[NOTE TO PREPARER: This legal description should be, except in unique circumstances, the legal 

description of the Property as found in the conveyancing instrument into Grantor or into the Failed 

Bank named in the first recital hereinabove. Delete this instruction prior to execution.] 

J-3-7 

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Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT B 

[Permitted Exceptions] 

[Note to preparer: List hereon (i) the standard printed exceptions contained in Schedule B of the 

Title Policy as otherwise set forth in said Schedule B, and (ii) all matters or conditions affecting title 

to the Property, including those reflected on the Title Commitment or the Survey. Delete this 

instruction prior to execution.] 

1. Restrictive covenants recorded in Volume ______, Page ______, and Volume ______, Page 

_____, all in the ____________ Records of ________________ County, ______________ [the 

standard exception as too restrictive covenants should be deleted in its entirety unless 

recorded restrictive covenants are specified, in which event the recording information thereof 

must be listed under such exception]. 

2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or 

protrusions, or any overlapping of improvements. 

3. Any title or rights asserted by anyone, including, but not limited to, persons, the public, 

corporations, governments or other entities, to tidelands, or lands comprising the shores or beds of 

navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or to lands beyond the line of 

the harbor or bulkhead lines as established or changed by any government, or to filled-in lands, or 

artificial islands, or to statutory water rights, including riparian rights, or to the area extending from 

the line of mean low tide to the line of vegetation, or the rights of access to that area or easement 

along and across that area. 

4. Rights of tenants and/or lessees in possession under any recorded and/or unrecorded leases and/or 

rental agreements. 

5. [e.g., Drainage easement as recorded in Volume _____, Page _____ of the Deed and Plat 

Records of _____________ County, _____________, and as shown on that certain survey 

prepared by __________________________________, surveyed on ______________, and 

updated on ________________, with certification executed by __________________, 

Registered Professional Land Surveyor No. _________, on _________________, Project No. 

_________ (herein, the “Survey”)]. 

6. [e.g., Consequences, if any, arising from the encroachment of Building – 1 and Building – 3 

over or into the twenty-five foot (25’) building setback line pursuant to Zoning B-3, as shown 

on the Survey]. 

7. [CONTINUE NUMBERING AS NEEDED TO LIST ALL ITEMS REQUIRED BY THE 

ABOVE INSTRUCTIONS.] 

J-3-8 

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Version 08-2022 (Standard) 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ATTACHMENT K12 

to 

Asset Transfer Agreement 

[Note to FDIC Preparer: When preparing the actual Limited Power of Attorney, delete this 

instruction and the reference to Attachment K above.] 

LIMITED POWER OF ATTORNEY 

SIG CRE 2023 VENTURE LLC 

KNOW ALL PERSONS BY THESE PRESENTS that the FEDERAL DEPOSIT 

INSURANCE CORPORATION, a corporation organized and existing under an Act of Congress, 

hereafter called the “FDIC,” pursuant to the applicable resolutions of the Board of Directors of 

the FDIC, and redelegations thereof, hereby designates the individuals set forth on Exhibit A, 

attached hereto and made a part hereof (the “Attorneys-in-Fact”), to act on behalf of (a) the 

FDIC acting in its capacity as receiver for Signature Bridge Bank, N.A. (the FDIC, acting in its 

capacity as receiver for Signature Bridge Bank, N.A., the “Receiver of Signature Bridge Bank”), 

and, upon termination of the Receiver of Signature Bridge Bank, to act on behalf of the FDIC in 

its corporate capacity as successor to the Receiver of Signature Bridge Bank, and (b) the FDIC 

acting in its capacity as receiver for Signature Bank, New York, New York (the FDIC, acting in 

its capacity as receiver for Signature Bank, New York, New York, the “Receiver of Signature 

Bank”), and, upon termination of the Receiver of Signature Bank, to act on behalf of the FDIC in 

its corporate capacity as successor to the Receiver of Signature Bank, in each case for the sole 

purpose of executing the documents outlined below; and 

WHEREAS the undersigned has full authority to execute this Limited Power of Attorney 

on behalf of the FDIC; 

NOW THEREFORE, the FDIC grants to the Attorneys-in-Fact the authority, subject to 

the limitations herein, as follows: 

1. To execute, acknowledge, seal and deliver on behalf of the FDIC, individually 

and not jointly by and through the FDIC, acting in any capacity, any and all deeds of 

trust/mortgage note endorsements, assignments of deeds of trust/mortgages and other recorded 

documents, partial or total satisfaction/release/reconveyances of deeds of trust/mortgages, UCC 

transfer documents, subordinations, tax authority notifications and declarations, deeds, bills of 

sale, and other instruments of sale, transfer and conveyance, appropriately completed, with all 

ordinary or necessary endorsements, acknowledgments, affidavits and supporting documents as 

12 Form to be adjusted to include, or for having as a separate form, a relevant Limited Power of Attorney granted 

by the Prior Transferor. 

L-1 

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may be necessary or appropriate to evidence the sale and transfer of any asset pursuant to that 

certain Asset Transfer Agreement dated as of December 14, 2023 between SIG CRE 2023 

Venture LLC and the Receiver of Signature Bridge Bank. 

The form which the Attorney(s)-in-Fact must use for endorsing promissory notes or preparing 

allonges to promissory notes is as follows: 

Pay to the order of 

SIG CRE 2023 Venture LLC 

Without Recourse and Without Representation or 

Warranty, Express, Implied or By Operation of 

Law, of any Kind or Nature Whatsoever 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR SIGNATURE BRIDGE 

BANK, N.A. [AND AS RECEIVER FOR 

SIGNATURE BANK, NEW YORK, NEW 

YORK] 

By: 

Name: 

Title: Attorney-in-Fact 

All documents of assignment, conveyance or transfer must contain this sentence: “This 

assignment is made without recourse, and without representation or warranty, express, implied or 

by operation of law, of any kind and nature whatsoever, by the Federal Deposit Insurance 

Corporation in any capacity.” 

2. To grant to each Attorney-in-Fact full power and authority to do and perform all 

acts necessary to carry into effect the powers granted by this Limited Power of Attorney as fully 

as the FDIC in any capacity might or could do with the same validity as if all and every such act 

had been herein particularly stated, expressed and especially provided for. 

This Limited Power of Attorney is effective from __________, 20__ and will continue in 

full force and effect through __________ [INSERT DAY IMMEDIATELY PRIOR TO 

THE DATE OCCURRING EIGHTEEN MONTHS AFTER CLOSING DATE], unless 

otherwise terminated by an official of the FDIC or its successors and assigns authorized to do so 

(“Revocation”). At such time this Limited Power of Attorney will be automatically revoked. 

Any third party may rely upon this document as the named individual(s)’ authority to continue to 

exercise the powers herein granted unless (1) a Revocation has been recorded in the public 

records of Office of the County Clerk of Dallas County, Texas; (2) Notice of the Receivership 

Termination has been published in the Federal Register; or (3) a third party has received actual 

notice of a Revocation. 

K-2 

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IN WITNESS WHEREOF, the FDIC by its duly authorized officer empowered to act on 

its behalf by appropriate resolution of its Board of Directors, or redelegations thereof, has caused 

these presents to be executed and subscribed in its name this __ __, 20__. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION 

By: 

Name: _____________________ 

Title: ________________________ 

Signed in the presence of the following witnesses by means of an interactive two-way audio and 

video communication: 

By: 

Name: 

Witness 

By: 

Name: 

Witness 

STATE OF TEXAS 

COUNTY OF __________________ 

Before me, ______________________, on this day personally appeared by means of an 

interactive two-way audio and video communication _______________________, duly 

authorized officer for the FDIC, who is known to me to be the person whose name is subscribed 

to the foregoing instrument and acknowledged to me that they executed the same for the 

purposes and consideration therein expressed. This notarial act was an online notarization. 

Given under my hand and seal of office on ______________________. 

______________________________________ 

Name: ________________________ 

 Notary Public in and for the State of Texas 

My Commission expires: _________________ 

K-3 

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Version 08-2022 (Standard) 
 

 

 

 EXHIBIT A 

TO LIMITED POWER OF ATTORNEY 

Attorneys-in-Fact 

[list names and organizations of Attorney(s)-in-Fact] 

THIS EXHIBIT A TO LIMITED POWER OF ATTORNEY HAS BEEN PREPARED BY 

THE FDIC AND MAY NOT BE AMENDED, REVISED, ALTERED OR SUBSTITUTED 

IN ANY WAY WITHOUT THE EXPRESS WRITTEN CONSENT OF THE FDIC. 

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Asset Transfer Agreement 

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____________________________________ 

_________________ 

CERTIFICATE OF CONFORMITY OF ACKNOWLEDGMENT 

NYS RPL § 299-a 

STATE OF TEXAS : 

: ss.: 

COUNTY OF DALLAS : 

The undersigned does hereby certify that s/he is an attorney-at-law duly admitted to 

practice in the State of Texas and residing at _______, State of Texas; that s/he is a person duly 

qualified to make this certificate of conformity pursuant to Section 299-a of the Real Property 

Law of the State of New York; that s/he is fully acquainted with the laws of the State of Texas 

pertaining to the acknowledgment or proof of deeds of real property to be recorded therein; that 

the foregoing acknowledgment by ___________ named in the foregoing instrument taken before 

__________, a notary public (or other officer) was taken in the manner prescribed by such laws 

of the State of Texas, being the state in which it was taken; and that it duly conforms with such 

laws and is in all respects valid and effective in such state. 

Witness my signature this ______ day of _________ 20___. 

Attorney-at-law for the State of Texas, 

residing in the State of Texas 

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ATTACHMENT L 

to 

Asset Transfer Agreement 

FORM OF LITIGATION SUBSTITUTION REPORT 

Sale 

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Date 

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Opened 

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Type 

Bankruptcy 

Chapter 

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Litigation 

FDIC 

Responsible 

ATTY 

Name 

FDIC 

Responsible 

Attorney 

E-Mail 

FDIC 

Responsible 

Attorney 

Phone 

Outside 

Counsel 

Firm Name 

Outside 

Counsel 

Attorney 

Name 

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Attorney 

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Attorney 

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ATTACHMENT M 

to 

Asset Transfer Agreement 

FORM OF PURCHASE MONEY NOTES GUARANTY 

[See Attached] 

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Transfer Agreement 

PURCHASE MONEY NOTES GUARANTY AGREEMENT 

BY AND BETWEEN 

[____________________________________________] 

AND 

FEDERAL DEPOSIT INSURANCE CORPORATION IN ITS CAPACITY AS 

RECEIVER 

Dated as of [_______], 20[__] 

SIG CRE 2023 Venture LLC 

Purchase Money Notes Guaranty Agreement 

Version 08-2022 (Standard Hybrid Option) 
TABLE OF CONTENTS 

Section 1. Guaranty...................................................................................................................2 

Section 2. Guaranty Absolute ...................................................................................................2 

Section 3. Action with Respect to Guaranteed Obligations......................................................3 

Section 4. Representations and Warranties...............................................................................3 

Section 5. Waiver......................................................................................................................4 

Section 6. Reinstatement of Guaranteed Obligations ...............................................................4 

Section 7. Subrogation; Assignment of Claims ........................................................................5 

Section 8. Status Under Transaction Documents; Required PMN Consenting Parties; 

Purchase Money Notes Guarantor’s Right to Control Remedies........................5 

Section 9. Information ..............................................................................................................6 

Section 10. Governing Law ........................................................................................................6 

Section 11. Records and Accounts..............................................................................................6 

Section 12. Waiver of Remedies.................................................................................................6 

Section 13. Termination..............................................................................................................7 

Section 14. Successors and Assigns............................................................................................7 

Section 15. Amendments ............................................................................................................7 

Section 16. Payments..................................................................................................................7 

Section 17. Notices .....................................................................................................................8 

Section 18. Severability ..............................................................................................................8 

Section 19. Headings ..................................................................................................................9 

Section 20. Limitation of Liability..............................................................................................9 

Section 21. Waiver of Jury Trial.................................................................................................9 

Section 22. Jurisdiction; Venue and Service...............................................................................9 

Section 23. Counterparts; Facsimile Signature.........................................................................11 

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SIG CRE 2023 Venture LLC 

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Exhibit A Form of Payment Request..............................................................................................1 

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PURCHASE MONEY NOTES GUARANTY AGREEMENT 

THIS PURCHASE MONEY NOTES GUARANTY AGREEMENT (this “Purchase 

Money Notes Guaranty”) is entered into as of [______] [__], 20[__], by and between 

[______________________________] (the “Purchase Money Notes Guarantor”), and the 

Federal Deposit Insurance Corporation in its capacity as Receiver (the “Initial Holder”). Terms 

used in this Purchase Money Notes Guaranty (including in this preamble and the recitals to this 

Purchase Money Notes Guaranty), to the extent the same are defined in, or by reference in, that 

certain Agreement of Common Terms and Definitions dated as of December 14, 2023 among the 

Initial Holder, SIG CRE 2023 Venture LLC and others (as [amended pursuant to [____] but 

otherwise as] originally executed and as the same might be amended from time to time in 

accordance with the terms thereof) (the “Agreement of Common Terms and Definitions”), and 

are not otherwise defined in this Purchase Money Notes Guaranty, will have the respective 

meanings and definitions given, or referred to, in the Agreement of Common Terms and 

Definitions. The Rules of Construction apply to this Purchase Money Notes Guaranty. 

RECITALS 

WHEREAS, pursuant to the Transaction Documents (including Sections 2.10 and 7.2(c) 

of the Transfer Agreement), as of the date of this Purchase Money Notes Guaranty, [___] [(__)] 

Classes of Purchase Money Notes, in the aggregate unpaid principal amount as of the date of this 

Purchase Money Notes Guaranty of $[_______.00], are outstanding; 

WHEREAS, to provide [ALTERNATIVE ONE: ALL CLASSES OF PURCHASE 

MONEY NOTES ARE TO BE GUARANTEED PURSUANT TO THIS AGREEMENT: 

the Holders support for the payment and performance of the Company’s obligations pursuant to 

the Purchase Money Notes] [ALTERNATIVE TWO: LESS THAN ALL CLASSES OF 

PURCHASE MONEY NOTES ARE TO BE GUARANTEED PURSUANT TO THIS 

AGREEMENT: the Holders of the Class [__] and Class [___] Purchase Money Notes (such 

Classes of Purchase Money Notes, the “Guaranteed Purchase Money Notes”; and the Holders 

of the Guaranteed Purchase Money Notes, the “GPMN Holders”) support for the payment and 

performance of the Company’s obligations pursuant to the Guaranteed Purchase Money Notes], 

the Purchase Money Notes Guarantor has agreed to enter into this Purchase Money Notes 

Guaranty and to perform the obligations of the Purchase Money Notes Guarantor described in 

this Purchase Money Notes Guaranty; 

[WHEREAS, the aggregate unpaid principal amount of the [Guaranteed] Purchase 

Money Notes as of the date of this Purchase Money Notes Guaranty is $[_______.00] for the 

Class [__] Purchase Money Notes, and $[_______.00] for the Class [__] Purchase Money 

Notes;]1 

Insertion to be determined by the Initial Holder and the Purchase Money Notes Guarantor. 

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[WHEREAS, pursuant to 12 U.S.C. Section 1825(d), if the principal amount of an 

obligation issued by the Federal Deposit Insurance Corporation after August 9, 1989 is stated in 

the obligation and the term to maturity or the date of maturity of such obligation is stated in the 

obligation, then the full faith and credit of the United States is pledged to the payment of such 

obligation with respect to both principal and interest; and 

WHEREAS, because the principal of the Guaranteed Obligations (as such term is 

defined below) is stated in this Purchase Money Notes Guaranty, the date of maturity of the 

Purchase Money Notes Guarantor’s obligations pursuant to this Purchase Money Notes Guaranty 

is stated in this Purchase Money Notes Guaranty and the Federal Deposit Insurance Corporation 

is the Purchase Money Notes Guarantor pursuant to this Purchase Money Notes Guaranty, the 

full faith and credit of the United States is pledged to the Purchase Money Notes Guarantor’s 

obligation to pay the Guaranteed Obligations pursuant to 12 U.S.C. Section 1825(d);]2 

NOW, THEREFORE, [in consideration of the payment to the Purchase Money Notes 

Guarantor of a guaranty fee agreed upon by the Purchase Money Notes Guarantor and Initial 

Holder and paid by the Initial Holder, the sufficiency of which is hereby acknowledged,] the 

Purchase Money Notes Guarantor and the Initial Holder hereby agree as follows: 

Section 1. Guaranty. The Purchase Money Notes Guarantor absolutely, irrevocably, 

completely, unconditionally and immediately guarantees all of the following (collectively, the 

“Guaranteed Obligations”): the due and punctual payment of the outstanding principal of each 

Class of [Guaranteed] Purchase Money Notes, in an aggregate amount of $[__________.00] and 

any earned and accrued interest, when such principal and earned and accrued interest becomes 

due and payable in accordance with the terms of each respective Class of [Guaranteed] Purchase 

Money Notes, the Reimbursement, Security and Guaranty Agreement and the Custodial and 

Paying Agency Agreement (whether at stated maturity, by acceleration or otherwise), which 

$[____________] constitutes the principal amount of the Guaranteed Obligations. The date of 

maturity of the Purchase Money Notes Guarantor’s obligations pursuant to this Purchase Money 

Notes Guaranty will be [___] [__], 20[__], which date will be the date on which the Purchase 

Money Notes Guarantor’s obligation to pay the Guaranteed Obligations will be due (if and to the 

extent the same are not discharged, satisfied or paid on or prior thereto). [The full faith and 

credit of the United States is pledged to the Purchase Money Notes Guarantor’s obligation to pay 

the Guaranteed Obligations pursuant to 12 U.S.C. Section 1825(d).]3 

Section 2. Guaranty Absolute. The Purchase Money Notes Guarantor guarantees that 

the Guaranteed Obligations will be paid strictly in accordance with the terms of each Class of 

[Guaranteed] Purchase Money Notes regardless of any Law now or hereafter in effect in any 

jurisdiction affecting any of such terms or the rights of the [GPMN] Holders with respect thereto. 

The liability of the Purchase Money Notes Guarantor pursuant to this Purchase Money Notes 

2 Insertion to be determined by the Initial Holder and the Purchase Money Notes Guarantor (if the Purchase 

Money Notes Guarantor is the Federal Deposit Insurance Corporation in its corporate capacity). 

3 Insertion to be determined by the Initial Holder and the Purchase Money Notes Guarantor (if the Purchase 

Money Notes Guarantor is the Federal Deposit Insurance Corporation in its corporate capacity). 

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Guaranty is absolute, irrevocable and unconditional in accordance with its terms and, to the 

fullest extent permissible under applicable Law, will remain in full force and effect without 

regard to, and will not be released, suspended, discharged, terminated, modified or otherwise 

affected by, any circumstance or occurrence whatsoever, including, without limitation, any of the 

following (whether or not the Purchase Money Notes Guarantor consents thereto or has notice 

thereof): 

(a) any lack of validity, legality or enforceability of any [Guaranteed] 

Purchase Money Note or this Purchase Money Notes Guaranty; 

(b) any furnishing to the [GPMN] Holders of any security for the Guaranteed 

Obligations; 

(c) any bankruptcy, insolvency, reorganization, composition, adjustment, 

merger, consolidation, dissolution, liquidation or other like proceeding relating to the Purchase 

Money Notes Guarantor, the Company or any other Person, or any action taken with respect to 

this Purchase Money Notes Guaranty by any trustee or receiver, or by any court, in any such 

proceeding; or 

(d) any defect, limitation or insufficiency in the rights of the Company or any 

other Person under any [Guaranteed] Purchase Money Note or in the exercise thereof. 

Section 3. Action with Respect to Guaranteed Obligations. Unless otherwise 

consented to in writing by the Purchase Money Notes Guarantor, the [GPMN] Holders may not 

take any of the following actions: (a) amend, modify, alter or supplement the terms of any of the 

Guaranteed Obligations, including, but not limited to, extending or shortening the time of 

payment of any of the Guaranteed Obligations or modifying the amount of any of the Guaranteed 

Obligations; (b) amend, modify, alter or supplement any [Guaranteed] Purchase Money Note; 

(c) release any other Person liable in any manner for the payment or collection of the Guaranteed 

Obligations; or (d) exercise, or refrain from exercising, any rights against the Company or any 

other Person; provided, however, that any such action taken by the [GPMN] Holders with the 

written consent of the Purchase Money Notes Guarantor will not discharge the Purchase Money 

Notes Guarantor from its obligations pursuant to this Purchase Money Notes Guaranty. For the 

avoidance of doubt, nothing in this Section 3 modifies the definition of, or the rights of, the 

“Required PMN Consenting Parties”. 

Section 4. Representations and Warranties. The Purchase Money Notes Guarantor 

makes the following representations and warranties to the Holders: 

(a) The Purchase Money Notes Guarantor has the right and power to execute 

and deliver, and has taken all necessary action to authorize the execution and delivery of, this 

Purchase Money Notes Guaranty and to perform its obligations pursuant to this Purchase Money 

Notes Guaranty in accordance with its terms. This Purchase Money Notes Guaranty has been 

duly executed and delivered by a duly authorized officer of the Purchase Money Notes 

Guarantor, and this Purchase Money Notes Guaranty is a legal, valid and binding obligation of 

the Purchase Money Notes Guarantor enforceable against it in accordance with its terms. 

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(b) The execution, delivery and performance of this Purchase Money Notes 

Guaranty does not and will not, by the passage of time, the giving of notice or both: (i) require 

any governmental approval that has not been obtained or violate any Law relating to the 

Purchase Money Notes Guarantor; (ii) conflict with, result in a breach of or constitute a default 

under the Organizational Documents of the Purchase Money Notes Guarantor, or any agreement 

or other instrument to which the Purchase Money Notes Guarantor is a party or by which it or 

any of its respective properties might be bound; or (iii) result in or require the creation or 

imposition of any lien upon or with respect to any property now owned or hereafter acquired by 

the Purchase Money Notes Guarantor. 

(c) No action, suit, proceeding, governmental investigation or arbitration, at 

law or in equity, or before or by any Governmental Authority, is pending, or, to the knowledge 

of the Purchase Money Notes Guarantor, threatened against the Purchase Money Notes 

Guarantor or any of its property that will affect the ability of the Purchase Money Notes 

Guarantor to perform its obligations pursuant to this Purchase Money Notes Guaranty. 

Section 5. Waiver. Except with respect to the Purchase Money Notes Guarantor’s 

consent rights pursuant to Section 3 or as[, or as part of,] the Required PMN Consenting Parties, 

which consent rights are not be limited, waived or otherwise modified by operation of this 

Section 5, the Purchase Money Notes Guarantor, to the fullest extent permitted by Law, waives 

notice of acceptance of this Purchase Money Notes Guaranty or any presentment, demand, 

protest or notice of any kind, and any other act or thing, or omission or delay to do any other act 

or thing, that in any manner or to any extent might vary the risk of the Purchase Money Notes 

Guarantor or that otherwise might operate to discharge the Purchase Money Notes Guarantor 

from its obligations pursuant to this Purchase Money Notes Guaranty. The Purchase Money 

Notes Guarantor acknowledges that it will receive direct and indirect benefits from the 

arrangements contemplated in this Purchase Money Notes Guaranty and that the waivers set 

forth in this Section 5 are knowingly made in contemplation of such benefits. The Purchase 

Money Notes Guarantor waives any right to revoke this Section 5 and acknowledges that this 

Section 5 is continuing in nature and applies to all Guaranteed Obligations, whether existing now 

or in the future. 

Section 6. Reinstatement of Guaranteed Obligations. This Purchase Money Notes 

Guaranty will be in all respects a continuing and irrevocable guaranty of payment and (a) will 

remain in full force and effect until the indefeasible payment in full and in cash of the 

Guaranteed Obligations, (b) be binding upon the Purchase Money Notes Guarantor, its 

successors and assigns and (c) inure to the benefit of, and be binding upon and enforceable by, 

the [GPMN] Holders and their respective successors, pledgees, transferees and assigns. If any 

claim ever is made on any [GPMN] Holder for repayment or recovery of any amount or amounts 

received in payment or on account of any of the Guaranteed Obligations, and such [GPMN] 

Holder repays all or part of said amount by reason of (p) any judgment, decree or order of any 

court or administrative body of competent jurisdiction or (q) any settlement or compromise of 

any such claim effected by the [GPMN] Holder with any such claimant (including, without 

limitation, the Company or a trustee in bankruptcy for the Company), then and in such event the 

Purchase Money Notes Guarantor agrees that (w) any such judgment, decree, order, settlement or 

compromise will be binding on it, notwithstanding any revocation of this Purchase Money Notes 

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Guaranty or the cancellation of this Purchase Money Notes Guaranty, any [Guaranteed] Purchase 

Money Note or any other instrument evidencing any liability of the Company, (x) the Purchase 

Money Notes Guarantor will be and remain liable to such [GPMN] Holder for the amounts so 

repaid or recovered to the same extent as if such amount had never originally been paid to such 

[GPMN] Holder, (y) the Purchase Money Notes Guarantor’s obligations and liabilities to such 

[GPMN] Holder pursuant to this Purchase Money Notes Guaranty will be reinstated to such 

extent and (z) this Purchase Money Notes Guaranty and any collateral for this Purchase Money 

Notes Guaranty will remain in full force and effect (or will be reinstated) to such extent. 

Section 7. Subrogation; Assignment of Claims. If and to the extent the Purchase 

Money Notes Guarantor makes any payment to the [GPMN] Holders pursuant to or in 

connection with this Purchase Money Notes Guaranty, the Purchase Money Notes Guarantor will 

be subrogated to all of the rights of the [GPMN] Holders with respect to any claim to which such 

payment relates to the extent of such payment, and the [GPMN] Holders, upon acceptance of any 

such payment, will be deemed to have assigned to the Purchase Money Notes Guarantor any and 

all claims such [GPMN] Holders might have against the Company or others and for which such 

[GPMN] Holders receive payment from the Purchase Money Notes Guarantor pursuant to this 

Purchase Money Notes Guaranty. Upon the request of the Purchase Money Notes Guarantor, the 

[GPMN] Holders are to execute and deliver to the Purchase Money Notes Guarantor written 

assignments of such claims. 

Section 8. Status Under Transaction Documents; Required PMN Consenting Parties; 

Purchase Money Notes Guarantor’s Right to Control Remedies. This Purchase Money Notes 

Guaranty constitutes a “Purchase Money Notes Guaranty” for all purposes of the Transaction 

Documents. [As contemplated by the definition of the term “Required PMN Consenting Parties” 

set forth in the Agreement of Common Terms and Definitions, the Initial Holder, as the Person 

currently constituting the “Required PMN Consenting Parties,” specifies that, from and after the 

date of this Purchase Money Notes Guaranty (and unless and until the definition of the term 

“Required PMN Consenting Parties” is further modified as set forth in the second sentence of the 

definition of such term in the Agreement of Common Terms and Definitions (and, for the 

avoidance of doubt, subject to and without limitation of the last sentence of such definition)), the 

“Required PMN Consenting Parties” means [(a) until the Guaranteed Purchase Money Notes 

Satisfaction Date, each of the Purchase Money Notes Guarantors, and (b) after the Guaranteed 

Purchase Money Notes Satisfaction Date, the Holders in the aggregate of a majority in principal 

amount of all of the Purchase Money Notes].]4 Without limitation of the rights of the Required 

PMN Consenting Parties, if an “Event of Default” occurs pursuant to the Reimbursement, 

Security and Guaranty Agreement, the Required PMN Consenting Parties will have the right to 

control any and all remedies available to the [GPMN] Holders in respect of such Event of 

Default pursuant to any [Guaranteed] Purchase Money Note, and the [GPMN] Holders agree to 

Insertion of language is optional. If inserted, the bracketed language may be modified as determined by the 

Initial Holder and the Purchase Money Notes Guarantor in their discretion (subject to the last sentence of the 

definition of the term “Required PMN Consenting Parties” as set forth in the Agreement of Common Terms and 

Definitions as originally executed and any further restriction on such modification set forth in the definition of 

the term “Required PMN Consenting Parties” as then in effect (immediately prior to the execution of this 

Purchase Money Notes Guaranty)). 

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take any and all actions available to the [GPMN] Holders pursuant to such [Guaranteed] 

Purchase Money Note as the Required PMN Consenting Parties directs from time to time. 

Section 9. Information. The Purchase Money Notes Guarantor (a) assumes all 

responsibility for being and keeping itself informed of the financial condition of the Company, 

and of all other circumstances bearing upon the risk of nonpayment of any of the Guaranteed 

Obligations and the nature, scope and extent of the risks that the Purchase Money Notes 

Guarantor assumes and incurs pursuant to this Purchase Money Notes Guaranty, and (b) agrees 

that the [GPMN] Holder has no duty whatsoever to advise the Purchase Money Notes Guarantor 

of information regarding such circumstances or risks. 

Section 10. Governing Law. THIS PURCHASE MONEY NOTES GUARANTY 

WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH [FEDERAL 

LAW, BUT IF FEDERAL LAW DOES NOT PROVIDE A RULE OF DECISION, IT WILL BE 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH]5 THE LAW OF THE 

STATE OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE 

THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS 

PURCHASE MONEY NOTES GUARANTY TO THE LAW OF ANOTHER JURISDICTION. 

NOTHING IN THIS PURCHASE MONEY NOTES GUARANTY WILL REQUIRE ANY 

UNLAWFUL ACTION OR INACTION BY ANY PARTY TO THIS PURCHASE MONEY 

NOTES GUARANTY. 

Section 11. Records and Accounts. The [GPMN] Holders may maintain books and 

accounts setting forth the amounts paid and payable with respect to the Guaranteed Obligations, 

and in the case of any dispute relating to any of the outstanding amount, payment or receipt of 

any of the Guaranteed Obligations or otherwise, the entries in such books and accounts will 

constitute prima facie evidence of amounts and other matters set forth therein. The failure of the 

[GPMN] Holders to maintain such books and accounts will not in any way relieve or discharge 

the Purchase Money Notes Guarantor of any of its obligations pursuant to this Purchase Money 

Notes Guaranty. 

Section 12. Waiver of Remedies. No failure on the part of the [GPMN] Holders to 

exercise, and no delay in exercising, any right pursuant to this Purchase Money Notes Guaranty 

or any [Guaranteed] Purchase Money Note will operate as a waiver thereof; nor will any single 

or partial exercise of any such right preclude any other or further exercise thereof or the exercise 

of any other right. The rights and remedies of the [GPMN] Holders provided pursuant to this 

Purchase Money Notes Guaranty and in each Class of [Guaranteed] Purchase Money Notes are 

cumulative and are in addition to, and not exclusive of, any other rights or remedies provided by 

Law. The rights of the [GPMN] Holders pursuant to this Purchase Money Notes Guaranty and 

each Class of [Guaranteed] Purchase Money Notes against any other party thereto are not 

conditional or contingent on any attempt by the [GPMN] Holders to exercise any of their 

respective rights pursuant to any other document against such party or against any other Person. 

Insertion to be determined by the Initial Holder and the Purchase Money Notes Guarantor. 

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Section 13. Termination. The obligations of the Purchase Money Notes Guarantor in 

respect of the Guaranteed Obligations will remain in full force and effect until, and will 

terminate upon, the earliest of the indefeasible satisfaction and payment in full of the Guaranteed 

Obligations and the termination or cancellation of each [Guaranteed] Purchase Money Note in 

accordance with its terms. Without limiting the generality of the foregoing, upon the occurrence 

of the PMN Satisfaction Date (and subject to any rights of the Purchase Money Notes Guarantor 

that, by their terms or nature, survive such date), the Purchase Money Notes Guarantor will cease 

to have any of the specified rights set forth in any Transaction Document with respect to 

consents/approvals, the exercise of remedies following any Default or Event of Default and 

receipt of reports and other information with respect to the continued operation of the Business, 

in each case (a) to the extent relating exclusively to the period following such date on which the 

Purchase Money Notes Guarantor so ceases to be a Required Consenting Party, and (b) except as 

to any rights or remedies relating to (or the exercise or non-exercise of which rights or remedies 

would affect) the repayment of the Purchase Money Notes in accordance with the terms of the 

Transaction Documents, as determined by the Purchase Money Notes Guarantor, in its sole 

discretion, and (c) unless and until the PMN Satisfaction Date thereafter will be deemed not to 

have occurred as specified in the definition of such term in the Agreement of Common Terms 

and Definitions (in which event, until any subsequent occurrence of the PMN Satisfaction Date, 

all of such specified rights set forth in any Transaction Document automatically will be restored). 

Section 14. Successors and Assigns. Each reference in this Purchase Money Notes 

Guaranty to the [GPMN] Holders or to the Purchase Money Notes Guarantor will be deemed to 

include their respective successors and assigns, in whose favor the provisions of this Purchase 

Money Notes Guaranty also will inure and upon whom this Purchase Money Notes Guaranty 

also will be binding; provided, however, that, for each Class of [Guaranteed] Purchase Money 

Notes, the Purchase Money Notes Guarantor may not assign or transfer its obligations pursuant 

to this Purchase Money Notes Guaranty to any Person without the prior written consent of the 

[GPMN] Holders of 100% of the outstanding principal balance of such Class, and any such 

assignment or other transfer to which such [GPMN] Holders have not so consented will be null 

and void ab initio. 

Section 15. Amendments. For each Class of [Guaranteed] Purchase Money Notes, no 

amendment of any provision of this Purchase Money Notes Guaranty will be effective unless it is 

in writing and signed by the Purchase Money Notes Guarantor and the Holders of more than 

50.0% of the outstanding principal balance of such Class; provided, however, that any 

amendment, waiver or other modification of this Purchase Money Notes Guaranty that would (a) 

affect adversely the interests, rights or obligations of any Holder of [Guaranteed] Purchase 

Money Notes or (b) release the Purchase Money Notes Guarantor from all or any part of its 

obligation to make each and every payment pursuant to this Purchase Money Notes Guaranty 

will not be effective unless it is in writing and signed by each affected Holder of [Guaranteed] 

Purchase Money Notes, and in each case, such consent, amendment, waiver or other 

modification will be effective only in the specific instance and for the specific purpose for which 

given. 

Section 16. Payments. Any and all payments to be made by the Purchase Money 

Notes Guarantor pursuant to this Purchase Money Notes Guaranty in respect of the Guaranteed 

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Obligations are to be made in legal currency of the United States of America, in immediately 

available funds, by 12:00 p.m. New York time on the date that is one Business Day prior to the 

applicable Distribution Date or Maturity Date; provided, however, that the Purchase Money 

Notes Guarantor has received written demand therefor by the applicable [GPMN] Holder or by 

the Paying Agent on such [GPMN] Holder’s behalf, in each case in substantially the form 

attached to this Purchase Money Notes Guaranty as Exhibit A and made a part of this Purchase 

Money Notes Guaranty by reference, no later than 5:00 p.m. New York time on the date that is 

four Business Days prior to such Distribution Date or Maturity Date. 

Section 17. 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 

Purchase Money Notes Guaranty are to be delivered in accordance with (and subject to) the 

provisions of the Notice Schedule (which Notice Schedule is incorporated into this Purchase 

Money Notes Guaranty by reference); provided, however, that (a) for purposes of such Notice 

Schedule, the initial notice address for the Purchase Money Notes Guarantor will be as set forth 

below, and (b) service of any writ, process or summons in any suit, action or proceeding arising 

out of, relating to, or in connection with this Purchase Money Notes Guaranty will be subject to 

the applicable provisions in Section 22(c). The Purchase Money Notes Guarantor will send a 

copy of any notice by it pursuant to this Purchase Money Notes Guaranty of any change of 

address or electronic mail address for purposes of this Purchase Money Notes Guaranty (and the 

Notice Schedule) to each of the parties to the Custodial and Paying Agency Agreement in the 

manner set forth in the Notice Schedule. 

Address for notices or communications to the Purchase Money Notes Guarantor: 

[_______________] 

[Address] 

Attention: [_______________] 

E-mail Address: [_______________] 

with a copy to: 

[_______________] 

[Address] 

Attention: [_______________] 

E-mail Address: [_______________] 

Section 18. Severability. If any provision of this Purchase Money Notes Guaranty is 

determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, 

or unenforceability will not render such provision invalid, illegal, or unenforceable in any other 

jurisdiction or, as long as the essential terms and conditions of this Purchase Money Notes 

Guaranty for each party remain valid, affect any other term or provision of this Purchase Money 

Notes Guaranty. If any provision held to be invalid, illegal, or unenforceable is invalid, illegal, 

or unenforceable only as to a particular Person or Persons and/or under any particular 

circumstance or circumstances, such provision will be ineffective only with respect to such 

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

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case might be. Without limitation of the preceding sentence, in the event a court determines that 

any provision of this Purchase Money Notes Guaranty is invalid, illegal or unenforceable 

(because of the duration or scope (geographic or otherwise) of such provision, or for any other 

reason), such court will have the power and be entitled to (a) 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 will be effective in such 

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

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

provision, as so modified pursuant to clause (a), in such proceeding. Nothing in this Section 18 

is intended to, or will, limit (x) the ability of any party to this Purchase Money Notes Guaranty to 

appeal any court ruling or the effect of any favorable ruling on appeal or (y) the intended effect 

of Section 10. 

Section 19. Headings. The table of contents and the article, section or paragraph titles 

or captions contained in this Purchase Money Notes Guaranty are inserted only as a matter of 

convenience and for reference and in no way define, limit, extend or describe the scope of this 

Purchase Money Notes Guaranty or the intent of any provisions of this Purchase Money Notes 

Guaranty. All section, paragraph and clause references contained in this Purchase Money Notes 

Guaranty refer to sections, paragraphs and clauses in this Purchase Money Notes Guaranty 

unless otherwise specified. 

Section 20. Limitation of Liability. Neither the [GPMN] Holders nor any of their 

respective Affiliates, officers, directors, employees, attorneys or agents will have any liability 

with respect to, and the Purchase Money Notes Guarantor waives, releases and agrees not to sue 

any of them upon, any claim for any special, indirect, incidental or consequential damages 

suffered or incurred by the Purchase Money Notes Guarantor in connection with, arising out of 

or in any way related to this Purchase Money Notes Guaranty or any of the transactions 

contemplated by this Purchase Money Notes Guaranty. The Purchase Money Notes Guarantor 

waives, releases and agrees not to sue the Holders or any of their respective Affiliates, officers, 

directors, employees, attorneys or agents for punitive damages in respect of any claim in 

connection with, arising out of, or in any way related to, this Purchase Money Notes Guaranty or 

any of the transactions contemplated by this Purchase Money Notes Guaranty. 

Section 21. Waiver of Jury Trial. EACH OF THE PURCHASE MONEY NOTES 

GUARANTOR AND EACH [GPMN] HOLDER HEREBY IRREVOCABLY AND 

UNCONDITIONALLY WAIVES ANY RIGHT IT MIGHT HAVE TO A TRIAL BY JURY OF 

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS PURCHASE MONEY NOTES 

GUARANTY AND AGREES THAT ANY SUCH DISPUTE IS TO BE TRIED BEFORE A 

JUDGE SITTING WITHOUT A JURY. 

Section 22. Jurisdiction; Venue and Service. 

(a) Each [GPMN] Holder (if such [GPMN] Holder is not the FDIC; any 

[GPMN] Holder that is not the FDIC, a “Non-FDIC Holder”), on behalf of itself and its 

Affiliates, irrevocably and unconditionally: 

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(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 

commenced by the Purchase Money Notes Guarantor or any other Holder (if such other Holder 

is the FDIC; the Holder that is the FDIC, the “FDIC Holder”) arising out of, relating to, or in 

connection with this Purchase Money Notes Guaranty, 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 Purchase Money Notes 

Guarantor or the FDIC Holder files the suit, action or proceeding without the consent of the 

Purchase Money Notes Guarantor or the FDIC Holder, as applicable; 

(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 for any suit, action or proceeding against it or any of its Affiliates commenced by the 

Purchase Money Notes Guarantor or the FDIC Holder arising out of, relating to, or in connection 

with this Purchase Money Notes Guaranty, 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 Purchase Money Notes 

Guarantor or the FDIC Holder, as applicable; 

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

State of New York; or 

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

an inconvenient forum. 

(iii) agrees to bring any suit, action or proceeding by any Non-FDIC 

Holder, or its Affiliates, against the Purchase Money Notes Guarantor or the FDIC Holder 

arising out of, relating to, or in connection with this Purchase Money Notes Guaranty or any 

other Transaction Document in only either the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia, and waives 

any right to remove or transfer such suit, action or proceeding to any other court or disputeresolution forum without the consent of the Purchase Money Notes Guarantor or the FDIC 

Holder, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding 

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

States District Court for the District of Columbia at the option of the Purchase Money Notes 

Guarantor or the FDIC Holder, as applicable; 

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(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 22(a)(iii), to bring that suit, 

action or proceeding in only the Supreme Court of the State of New 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 Purchase Money Notes Guarantor or the FDIC Holder, as 

applicable; and 

(v) agrees, in any suit, action or proceeding that is brought in the 

Supreme Court of the State of New York for New York County in accordance with the above 

provisions of this Section 22(a), to request that such suit, action or proceeding be referred to the 

Commercial Division of such Court. 

(b) Each Non-FDIC Holder, on behalf of itself and its Affiliates, irrevocably 

and unconditionally agrees that any final judgment entered against it in any suit, action or 

proceeding falling within Section 22(a) may be enforced in any court of competent jurisdiction. 

(c) Subject to the provisions of Section 22(d), each Non-FDIC Holder, on 

behalf of itself and its Affiliates, irrevocably and unconditionally agrees that service of all writs, 

process and summonses in any suit, action or proceeding pursuant to Section 22(a) or 

Section 22(b) may be effected by the mailing of copies thereof by registered or certified mail, 

postage prepaid, to it at its address set forth in the Purchase Money Notes Register; provided, 

however, that the foregoing will not affect the right of any party to serve process in any other 

manner permitted by Law. Each Non-FDIC Holder, on behalf of itself and its Affiliates, further 

agrees that any such service of writs, process or summonses in any suit, action or proceeding 

pursuant to Section 22(a) or Section 22(b) on the FDIC (in any capacity, including as the 

Purchase Money Notes Guarantor or as an FDIC Holder) is to be in accordance with 

requirements of applicable Law (including 12 CFR section 309.7(a)), with additional delivery of 

a copy of such writ, process or summons to the FDIC (in its applicable capacity(ies)) pursuant to 

the notice provisions in Section 17 (and the Notice Schedule). 

(d) Nothing in this Section 22 will constitute (i) consent to jurisdiction in any 

court by the FDIC (in any capacity), other than as expressly provided in Section 22(a)(iii) and 

Section 22(a)(iv), or (ii) a waiver or limitation of any provision in the Federal Deposit Insurance 

Act or other applicable law relating to commencement, jurisdiction, venue, limitations, 

administrative exhaustion, judicial review, removal, remand, continuation or enforcement 

(including as to limitations on attachment or execution upon assets in the possession of the 

FDIC) of actions by or against the FDIC (in any capacity), or in which the FDIC (in any 

capacity) is a party, including 12 U.S.C. Sections 1819(b), 1821(c), 1821(d), and 1821(j). 

Section 23. Counterparts; Facsimile Signature. 

(a) This Purchase Money Notes Guaranty may be executed in any number of 

counterparts, each of which will be deemed to be an original copy of this Purchase Money Notes 

Guaranty and all of which, when taken together, will constitute one and the same instrument. It 

is not necessary for the counterparts of this Purchase Money Notes Guaranty to bear the 

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signature of all parties to this Purchase Money Notes Guaranty. 

(b) Transmission by telecopier, facsimile, e-mail, or other form of electronic 

transmission (including electronic document execution platforms such as DocuSign and Adobe 

Sign) of an executed counterpart of this Purchase Money Notes Guaranty will be deemed to 

constitute due and sufficient delivery of such counterpart. No signatory to this Purchase Money 

Notes Guaranty may raise the use of a telecopier machine, facsimile machine, e-mail, or other 

form of electronic transmission (including electronic document execution platforms such as 

DocuSign and Adobe Sign) for delivery of any counterpart of this Purchase Money Notes 

Guaranty as a defense to the formation or enforceability of this Purchase Money Notes Guaranty, 

and each such Person forever waives any such defense. 

[Signature page follows.] 

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IN WITNESS WHEREOF, the parties to this Purchase Money Notes Guaranty, by their 

officers duly authorized, intending to be legally bound, have caused this Purchase Money Notes 

Guaranty to be duly executed. 

Purchase Money Notes Guarantor 

[_______________________] 

By: ______________________________ 

Name: [_______________] 

Title: [_______________] 

Initial Holder 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, in its capacity as Receiver for 

Signature Bridge Bank, N.A. 

By: ______________________________ 

Name: [_______________] 

Title: [_______________] 

[Company 

THE UNDERSIGNED HEREBY CONFIRMS, 

AND IN ANY EVENT AGREES, THAT THIS 

INSTRUMENT ABOVE CONSTITUTES A 

“PURCHASE MONEY NOTES GUARANTY” 

FOR ALL PURPOSES OF THE TRANSACTION 

DOCUMENTS, INCLUDING (WITHOUT 

LIMITATION) FOR THE PURPOSES OF 

SECTION 2.1 OF THE REIMBURSEMENT, 

SECURITY AND GUARANTY AGREEMENT 

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SIG CRE 2023 VENTURE LLC 

By: [_______________], its [_______________] 

By: [_______________], its [_______________] 

By: ______________________________ 

Name: [_______________] 

Title: [_______________]]6 

The FDIC has the option of whether to require the Company to execute this confirmation. 

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SCHEDULE I 

Methodology for Determining Percentage Undivided Interest in Each Asset 

Contributed and Sold 

The percentage undivided interest in each Asset that is sold to the Company pursuant to the 

Agreement (the “Sale Undivided Interest Percentage”) equals the quotient (expressed as a 

percentage) of (i) the initial “issue price” of the Purchase Money Notes as determined in 

accordance with the Code and applicable Treasury Regulations, divided by (ii) the sum of (x) the 

amount described in clause (i) plus (y) the quotient (expressed as a decimal) of (A) the Private 

Owner Interest Sale Price divided by (B) the Private Owner Interest (as defined in the Private 

Owner Interest Sale Agreement). The percentage undivided interest in each Asset that is 

contributed to the Company pursuant to the Agreement equals 100% minus the Sale Undivided 

Interest Percentage. 

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SCHEDULE II 

LIST OF PURCHASE MONEY NOTES 

Class Original Principal Amount Maturity Date 

Rule 144 Class A $6,050,777,826.70 December 14, 2028 

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