Execution Version 

ASSET TRANSFER AGREEMENT 

BY AND BETWEEN 

THE FEDERAL DEPOSIT INSURANCE CORPORATION IN ITS 

CAPACITY AS RECEIVER 

AND 

SIG RCRS D MF 2023 VENTURE LLC 

Dated as of December 15, 2023 

SIG RCRS D MF 2023 VENTURE LLC

Asset Transfer Agreement 

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TABLE OF CONTENTS 

Article I Definitions and Construction ...................................................................................1 

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

Section 1.2. Construction .................................................................................................1 

Article II Contribution of Assets .............................................................................................2 

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

Section 2.2. Liabilities Assumed by the Company ..........................................................2 

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 .............................................................................................6 

Section 2.9. Assets Subject to Existing Agreements .......................................................6 

Section 2.10. [Intentionally Omitted] ................................................................................6 

Section 2.11. Exempt Taxes...............................................................................................7 

Article III Transfer of Assets, Collateral Documents and Interim Servicing ...........................8 

Section 3.1. Delivery of Documents................................................................................8 

Section 3.2. Recordation of Documents ........................................................................13 

Section 3.3. Transfer of Servicing .................................................................................14 

Section 3.4. Grant of Power of Attorney by Company ..................................................17 

Article IV Covenants, Duties and Obligations of the Company .............................................17 

Section 4.1. Servicing of Assets ....................................................................................17 

Section 4.2. Collection Agency/Contingency Fee Agreements.....................................17 

Section 4.3. Insured or Guaranteed Assets ....................................................................17 

Section 4.4. Reporting to or for the Applicable Taxing Authorities..............................18 

Section 4.5. Assets in Litigation ....................................................................................18 

Section 4.6. Assets in Bankruptcy .................................................................................23 

Section 4.7. Asset-Related Insurance.............................................................................23 

Section 4.8. Loans with Escrow Accounts.....................................................................24 

Section 4.9. Transferor as Lead Lender in Loan Participations.....................................24 

Section 4.10. Contracts for Deed .....................................................................................24 

Section 4.11. Acquired Property......................................................................................24 

Section 4.12. Leases.........................................................................................................25 

Section 4.13. Notice to Borrowers...................................................................................25 

Section 4.14. Notice of Claims ........................................................................................25 

Section 4.15. Use of the FDIC’s Name and FDIC Legal Powers....................................25 

Section 4.16. Prior Servicer Information .........................................................................25 

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Section 4.17. Release of Transferor, FDIC and Failed Bank...........................................25 

Article V Assets Conveyed “As Is” and Without Recourse ..................................................26 

Section 5.1. Assets Conveyed “As Is” ...........................................................................26 

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 ....................................................................................................26 

Principal .....................................................................................................26 

Asset...........................................................................................................27 

Section 5.5. No Warranties or Representations With Regard to Information ...............27 

Section 5.6. Intervening or Missing Assignments .........................................................27 

Section 5.7. No Warranties or Representations as to Documents..................................27 

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

Potential Liens Affecting Collateral ..........................................................27 

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

Ownership Entities.....................................................................................28 

Article VI Repurchase by Transferor......................................................................................28 

Section 6.1. Repurchases at Company’s Option ............................................................28 

Section 6.2. Notice to Transferor...................................................................................30 

Section 6.3. Repurchases at Transferor’s Option...........................................................31 

Section 6.4. Re-delivery of Notes, Files and Documents ..............................................31 

Section 6.5. Waiver of Company’s Repurchase Option ................................................32 

Article VII Miscellaneous Provisions.......................................................................................32 

Section 7.1. Common Terms .........................................................................................32 

Section 7.2. Waivers; Amendment and Assignment .....................................................33 

Section 7.3. Entire Agreement .......................................................................................33 

Section 7.4. Right to Specific Performance ...................................................................33 

Section 7.5. Indemnity ...................................................................................................34 

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Attachment A — 

Attachment B — 

Attachment C — 

Attachment D — 

Attachment E — 

Attachment F — 

Attachment G-1 — 

Attachment G-2 — 

Attachment G-3 — 

Attachment H — 

Attachment I — 

Attachment J-1 — 

Attachment J-2 — 

Attachment J-3 — 

Attachment K — 

Attachment L — 

Attachments and Schedules 

Asset Schedule and Loan Performance at Cut-Off Date Report 

Private Owner Interest Asset Value Schedule 

Ownership Entity and Receiver Acquired Property Schedule 

Affidavit and Assignment of Claim 

Allonge 

Assignment and Lost Instrument Affidavit 

Assignment of Real Estate Mortgage 

Assignment of Real Estate Deed of Trust 

Omnibus Loan Assignment 

Assignment of Assignment of Leases and Rents and Other Loan 

Documents 

Assignment and Acceptance of Limited Liability Company 

Interest Receiver’s Deed 

Omnibus Property Assignment 

Receiver’s Quitclaim Deed 

Limited Power of Attorney 

Form of Litigation Substitution Report 

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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 15, 2023 by and between the Federal 

Deposit Insurance Corporation, as Receiver (the “Transferor”), and SIG RCRS D MF 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 as a capital 

contribution, in the manner and on the terms and conditions more fully set forth in this Agreement; 

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 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: 

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. 

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ARTICLE II 

Contribution 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, 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; 

(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 by capital contribution. 

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 

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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 CutOff Date must be allocated and distributed to and must belong to the Company. 

(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 Pre-Approved 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 

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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 Cut-Off 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-for-dollar 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 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 Cut-Off 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 Cut-Off 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”), 

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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 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 

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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 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-ininterest 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 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. [Intentionally Omitted]. 

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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 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 

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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 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), 

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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. 

(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 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 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 

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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 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 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 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 

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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 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 Pre-Approved 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 

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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 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 

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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). 

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 

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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 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 

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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 (containing only such information as determined appropriate by the Transferor) 

(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 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 

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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 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. 

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(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 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 

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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 outof-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 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 RCRS D MF 2023 Venture LLC.

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(iii) 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 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 

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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 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 

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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 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, non-appealable 

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 

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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 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. 

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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 

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-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 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 

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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 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 

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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. 

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 

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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. 

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 

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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 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 

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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. 

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, nonappealable 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 

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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. 

(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 

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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 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. 

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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 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 re-transfer 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 

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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 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) [intentionally omitted]. 

(c) [intentionally omitted]. 

(d) [intentionally omitted]. 

(e) [intentionally omitted]. 

(f) The FDIC 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 in accordance with Section 2.1(p) of the Common Terms. 

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 

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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 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 

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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 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 

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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 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). 

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(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). 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

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ATTACHMENT A 

to 

Asset Transfer Agreement 

ASSET SCHEDULE AND LOAN PERFORMANCE AT CUT-OFF DATE REPORT 

A-1 

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ATTACHMENT B 

to 

Asset Transfer Agreement 

PRIVATE OWNER INTEREST ASSET VALUE SCHEDULE 

B-1 

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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. 

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ATTACHMENT D2 

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 RCRS D MF 2023 Venture LLC (“Assignee”) of 

220 E 42nd St 16th floor, New York, NY 10017, 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 15, 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. 

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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. [AND FOR SIGNATURE BANK, NEW 

YORK, NEW YORK] 

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 E3 

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 RCRS D MF 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. 

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ATTACHMENT F4 

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 RCRS D MF 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 Instrument 

Form to be adjusted, where relevant, to include, or as a separate form to cover, the Prior Transferor. 

F-1 

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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 15, 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: 

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ATTACHMENT G-15 

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 

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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 RCRS D MF 2023 Venture LLC, a Delaware 

limited liability company, its successors and assigns, at 220 E 42nd St 16th floor, New York, NY 

10017, 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 RCRS D MF 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 IS 

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Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

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] 

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____________________________________ 

____________________________________ 

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____. 

Signed, sealed and delivered 

in the presence of: 

ATTEST: ___________________________ 

Print Name:__________________________ 

Title:_______________________________ 

Witness #1 

Print Name:__________________________ 

Witness #2 

Print Name:__________________________ 

ASSIGNOR: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION IN ITS CAPACITY AS 

RECEIVER FOR [SIGNATURE BRIDGE 

BANK, N.A.] 

By: 

Name: 

Title: 

SEAL 

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) 

G-1-7 

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ATTACHMENT G-26 

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. 

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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 RCRS D MF 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 Bank, New York, New York (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 _____.] 

TO HAVE AND TO HOLD THE SAME UNTO SAID SIG RCRS D MF 2023 Venture LLC], 

ITS SUCCESSORS AND ASSIGNS. 

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Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

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] 

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SIG RCRS D MF 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: 

Title: Name: 

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 RCRS D MF 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 RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 

EXHIBIT A 

(Legal Description) 

G-2-7

SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

ATTACHMENT G-37 

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 RCRS D MF 2023 Venture LLC, a Delaware limited liability company its successors and 

assigns, at 220 E 42nd St 16th floor, New York, NY 10017, all of Assignor’s right, title and interest 

in and to the loan documents (the “Loan Documents”) associated with that certain loan made to: 

[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 

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. 

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SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 

7 
 

 

 

 

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 RCRS D MF 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 RCRS D MF 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 RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

 

 

ATTACHMENT H8 

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 RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

61304418_28 

8 
 

 

 

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 RCRS D MF 2023 Venture LLC, LLC, a 

Delaware limited liability company, its successors and assigns, at SIG RCRS D MF 2023 Venture 

LLC, 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 RCRS D MF 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 RCRS D MF 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____, 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: 

Title: 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. 

H-4 

SIG RCRS D MF 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:________________ 

H-5 

SIG RCRS D MF 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) 

H-6 

SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
EXHIBIT A 

(Legal Description) 

H-7 

SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

ATTACHMENT I9 

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 15, 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 RCRS D 

MF 2023 VENTURE LLC, a Delaware limited liability company, its successors and assigns, at 

220 E 42nd St 16th floor, New York, NY 10017 (“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. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

Form to be adjusted, where relevant, to include, or as a separate form to cover, the transfer from the Prior 

Transferor to Transferor. 

I-1 

SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 

9 
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 RCRS D MF 2023 VENTURE LLC 

By: [__________], its Manager 

By: [__________], its [__________] 

By: __________________________ 

Name: 

Title: 

I-2 

SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

[[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. 

[__________], LLC 

By: FEDERAL DEPOSIT INSURANCE 

CORPORATION in its capacity as 

Receiver for Signature Bridge Bank, 

N.A., as Sole Member 

By: ________________________________ 

Name: 

Title: 

I-3 

SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
Exhibit A 

Copy of Operating Agreement 

[Attached] 

I-4 

SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

 

 

 

 

 

 

___________________________ 

___________________________ 

___________________________ 

_______________________________________________________________________________ 

ATTACHMENT J-110 

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”) 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; 

10 Form to be adjusted, where relevant, to include, or as a separate form to cover, the transfer from the Prior 

Transferor to Transferor. 

J-1-1 

SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

 

 

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. 

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, 

J-1-2 

SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

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 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 

J-1-3 

SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

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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 RCRS [C]/[D 

MF 2023 Venture LLC], a Delaware limited liability company, and others, dated as of December 

[15], 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. 

By: _________________________________ 

Name: ______________________________ 

Title: _______________________________ 

GRANTEE: 

____________________________________ [print name of legal entity, including type of 

____________________________________ entity and state in which it was formed] 

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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-211 

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).] 

11 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 RCRS D MF 2023 Venture LLC, LLC, a Delaware limited liability 

company, and others, dated as of December 15, 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 Improvements or public or private utilities or contractors 

working at the Property (all the foregoing, collectively, the “Subject Property”). 

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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 

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, 

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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. 

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 

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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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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__ 

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EXHIBIT A 

TO GENERAL ASSIGNMENT AND ASSUMPTION 

Description of the Land 

[to be attached] 

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___________________________ 

___________________________ 

___________________________ 

_______________________________________________________________________________ 

ATTACHMENT J-312 

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 

12 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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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, 

WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY 

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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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SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

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 RCRS [C]/[D] 

MF 2023 Venture LLC, a Delaware limited liability company, and others, dated as of December 

[15], 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: _______________________________ 

GRANTEE: 

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SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

____________________________________ [print name of legal entity, including type of 

____________________________________ entity and state in which it was formed] 

By: _________________________________ 

Name: ______________________________ 

Title: _______________________________ 

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SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

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 _________________ 

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SIG RCRS D MF 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.] 

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SIG RCRS D MF 2023 Venture LLC 

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.] 

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SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

ATTACHMENT K13 

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 RCRS D MF 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 may be 

necessary or appropriate to evidence the sale and transfer of any asset pursuant to that certain Asset 

13 Form to be adjusted to include, or for having a separate form, a relevant Limited Power of Attorney granted by 

the Prior Transferor. 

SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

Transfer Agreement dated as of December 15, 2023 between SIG RCRS D MF 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 RCRS D MF 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. 

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SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

 

 

 

 

 

 

 

 

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 

SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

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. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

K-4 

SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
 

 

 

 

 

____________________________________ 

_________________ 

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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SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard) 
ATTACHMENT L 

to 

Asset Transfer Agreement 

FORM OF LITIGATION SUBSTITUTION REPORT 

Sale 

Key 

Fund 

No 

4C 

Loan 

No 

Asset 

Name 

Case 

Name Court Docket 

Date 

Matter 

Opened 

Filed 

Foreclosure 

Type 

Bankruptcy 

Chapter 

Other 

Litigation 

FDIC 

Responsible 

ATTY 

Name 

FDIC 

Responsible 

Attorney 

E-Mail 

FDIC 

Responsible 

Attorney 

Phone 

Outside 

Counsel 

Firm Name 

Outside 

Counsel 

Attorney 

Name 

Outside 

Counsel 

Attorney 

Email 

Outside 

Counsel 

Attorney 

Phone 

Number 

Next 

Critical or 

Significant 

Date 

Action 

Required 

Desc 

Description 

of 

Litigation 

L-1 

SIG RCRS D MF 2023 Venture LLC 

Asset Transfer Agreement 

Version 08-2022 (Standard)