Federal Deposit Insurance Corporation [Institution Name], [City], [State]

Loan Sale Agreement [Sale #]

Version 7 (AM) [Date drafted]

December 7, 2022

LOAN SALE AGREEMENT

BY AND BETWEEN

FEDERAL DEPOSIT INSURANCE CORPORATION,

AS RECEIVER FOR [INSTITUTION NAME], [CITY], [STATE]

AND
Federal Deposit Insurance Corporation i [Institution Name], [City], [State]

Loan Sale Agreement [Sale #]

Version 7 (AM) [Date drafted]

December 7, 2022

TABLE OF CONTENTS

Article I – Definitions

Article II – Purchase and Sale of Loans

2.1. Terms and Conditions of Sale 

2.2. Closing and Payment of Purchase Price

2.3. Allocation of Payments Made on Loans

2.4. Adjustments to Purchase Price; Offsets Against Deposits

2.5. Rebates and Refunds

2.6. Interest Conveyed

2.7. Retained Claims and Release

2.8. Taxes

Article III – Transfer of Loans, Collateral Documents, and Servicing

3.1. Delivery of Documents

3.2. Recordation of Documents

3.3. Transfer of Servicing

Article IV – Representations and Warranties of Buyer

4.1. Buyer’s Authorization

4.2. Compliance with Law

4.3. Execution and Enforceability

4.4. Representations Remain True

Article V – Covenants, Duties, and Obligations of Buyer

5.1. Servicing of Loans

5.2. Disbursements of Principal

5.3. Collection Agency and Contingency Fee Agreements

5.4. Insured or Guaranteed Loans

5.5. Buyer’s Due Diligence

5.6. Reporting to or for the Applicable Taxing Authorities

5.7. Loans in Litigation

5.8. Loans in Bankruptcy

5.9. Loan-Related Insurance

5.10. Loans with Escrow Accounts

5.11. Participated Loans

5.12. Contracts for Deed

5.13 Leases

5.14. Files and Records

5.15. Reimbursement for Use of Seller’s Employees

5.16. Notice to Borrowers

5.17. Notice of Claim

5.18. Use of FDIC’s Name and Reservation of Statutory Powers
Federal Deposit Insurance Corporation ii [Institution Name], [City], [State]

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5.19. Prior Servicer Information

5.20. Release of Seller

5.21. Indemnification

5.22. Borrower as Buyer

Article VI – Loans Sold “As Is” and Without Recourse

6.1. Loans Sold “As Is”; No Warranties or Representations

6.2. No Warranties or Representations with Respect to Escrow Accounts

6.3. No Warranties or Representations as to Amounts of Unfunded Principal

6.4. Disclaimer Regarding Calculation or Adjustment of Interest on any Loan

6.5. No Warranties or Representations Regarding Due Diligence Data

6.6. Buyer’s Waiver of Cause of Action

6.7. Intervening or Missing Assignments

6.8. No Warranties or Representations as to Documents

Article VII – Repurchase by Seller at Buyer’s Option

7.1. Repurchases at Buyer’s Option

7.2. Securities Laws Right of Rescission

7.3. Defects Not Qualifying for Repurchase

7.4. Notice to Seller

7.5. Redelivery of Notes, Documents, and Files

7.6. Waiver of Buyer’s Repurchase Option

Article VIII – Notices

8.1. Notices

8.2. Article VII Notice

8.3. All Other Notices

Article IX – Forfeiture of Earnest Money and Other Remedies

9.1. Buyer’s Failure to Close

9.2. Seller’s Failure to Close

Article X – Miscellaneous Provisions

10.1. Severability

10.2. Construction

10.3. Survival

10.4. Governing Law

10.5. Costs, Fees, and Expenses

10.6. Nonwaiver, Amendment, and Assignment

10.7. Drafting Presumption

10.8. Controlling Agreement

10.9. Venue

10.10. Execution and Delivery; Counterparts; Waiver

10.11. Waiver of Jury Trial
Federal Deposit Insurance Corporation iii [Institution Name], [City], [State]

Loan Sale Agreement [Sale #]

Version 7 (AM) [Date drafted]

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10.12. Incorporation by Reference

Attachments

Attachment A -- Schedule of Loans

Attachment B -- Repurchase Percentages

Attachment C -- Bill of Sale

Attachment D -- Assignment and Assumption of Interests and Obligations

Attachment E -- Lost Instrument Affidavit

Attachment F -- Assignment of Bankruptcy Claim

Attachment G -- Limited Power of Attorney
Federal Deposit Insurance Corporation 1 [Institution Name], [City], [State]

Loan Sale Agreement [Sale #]

Version 7 (AM) [Date drafted]

December 7, 2022

LOAN SALE AGREEMENT

POOL NUMBER[S]: [Sale Number XXX-00-00000]

This Loan Sale Agreement (this “LSA”) is entered into as of the _____ day of [Month of 

Closing], 20__, by and between the Federal Deposit Insurance Corporation, as Receiver for 

[Institution Name], [City], [State] (“Seller”), and _________________________ (“Buyer”), and 

sets forth the terms and conditions by which Seller agrees to sell and Buyer agrees to purchase all 

the Loans set forth in the attached Schedule of Loans for the consideration stated in this LSA.

NOW THEREFORE, Seller and Buyer agree and represent as follows:

Article I

Definitions

For purposes of this LSA the following terms have the meanings indicated:

“Accounting Records” means the general ledger and supporting subsidiary ledgers and 

schedules.

“Advances” means the sum of all unreimbursed amounts advanced by or on behalf of the 

Failed Bank, Seller, or Buyer for the benefit of an Obligor or a third party to meet required 

scheduled payments, or to protect the Noteholder’s lien position or the Collateral, including, 

without limitation, (1) payment of ad valorem taxes, tax penalties, and hazard and forced placed 

insurance, as permitted by the terms of the Loan; and (2) for any Loan that is insured or guaranteed 

by a Governmental Entity, payment of expenses paid by Seller and reimbursable to Seller in 

accordance with the terms of the insurance or guarantee. Advances do not include Disbursements 

of Principal or Corporate Advances.

“Affidavit” means the document entitled “Lost Instrument Affidavit” in the form of 

Attachment E to this LSA.

“Assignment and Assumption” means the document entitled “Assignment and 

Assumption of Interests and Obligations” in the form of Attachment D to this LSA. The 

Assignment and Assumption contains additional definitions not included in the LSA, but such 

definitions are incorporated into the LSA by reference.

“Attachment” means any of the attachments to this LSA.

“Bank Closing Date” means the close of business of the Failed Bank on the date on which 

the Chartering Authority closed the institution.

“Bankruptcy Assignment” means an Assignment of Bankruptcy Claim in the form of 

Attachment F to this LSA.
Federal Deposit Insurance Corporation 2 [Institution Name], [City], [State]

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“Bid” means the offer to purchase one or more Pools upon the terms and conditions 

contained in the Bid Package that was submitted by Buyer.

“Bid Amount” means (1) an amount equal to (a) the sum of the Book Values for all Loans 

in the Pool or Pool Combination, multiplied by (b) the corresponding Bid Percentage; or (2) the 

Bid in Dollars for the Pool or Pool Combination.

“Bid Award Date” means the date the Bid Confirmation Letter is sent to Buyer by Seller.

“Bid Certification” means the document entitled “Bid Certification” included as part of 

the Bid Package.

“Bid Confirmation Letter” means the letter sent to Buyer by Seller confirming 

acceptance of a Bid submitted by Buyer, as set forth in the Bid Instructions.

“Bid in Dollars” means Buyer’s offer, expressed as an amount in U.S. Dollars for the Pool 

or Pool Combination to which they relate.

“Bid Instructions” means the document entitled “Bid Instructions” included as part of the 

Bid Package.

“Bid Package” means the documents that were provided to bidders and potential bidders, 

including Buyer, for the sale of the Loans, including, but not limited to, the following: (1) the 

Confidentiality Agreement, (2) the PEC, (3) the OFAC Certification, (4) the SDA, (5) the 

Invitation to Bid, (6) the Bid Instructions, (7) the Bid Certification, (8) this LSA with all 

Attachments, and (9) the Spreadsheets; all as they may be modified, amended, revised, or 

supplemented from time to time.

“Bid Percentage” means Buyer’s offer, expressed as a percentage of the aggregate Book 

Value (as set forth on the Schedule of Loans) as of the Calculation Date for the Pool or Pool 

Combination to which they relate.

“Bill of Sale” means the document entitled “Bill of Sale” in the form of Attachment C to 

this LSA.

“Book Value” means a Loan’s unpaid principal balance (including any principal in 

forbearance) as stated on the Accounting Records of the Failed Bank as of Bank Closing Date, as 

determined by Seller in its customary practice, and adjusted by (1) subtracting payments of 

principal received by Seller or its predecessor on or before the Calculation Date (including any 

adjustments made as a result of Foreclosed Collateral), (2) adding Disbursements of Principal 

made by Seller or its predecessor on or before the Calculation Date, and (3) adding back any 

principal previously charged or written off by the Failed Bank. Book Value for pre-computed 

interest Loans includes, in addition, the amount of outstanding earned and unearned interest for 
Federal Deposit Insurance Corporation 3 [Institution Name], [City], [State]

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such Loans. Book Value does not include any general or specific reserves on the Accounting 

Records of the Failed Bank. 

“Borrower” means the primary obligors on a Loan; or any other party liable for the 

performance of obligations, except for a guarantor or surety.

“Business Day” means any day other than a Saturday, Sunday, or federal legal holiday.

“Calculation Date” means, for all Loans in the Pools, [Month] [day], 20__, which date 

will be used to calculate the Purchase Price for the Pools.

[Note to FDIC Preparer: This definition must be modified if different Calculation Dates are to 

apply to different Pools. When preparing the actual LSA, delete this instruction.]

“Chartering Authority” means (1) with respect to a national bank, a federal savings 

association, or a federal savings bank, the Office of the Comptroller of the Currency; (2) with 

respect to a bank or savings institution chartered by a state, the agency of such state charged with 

primary responsibility for regulating or closing banks or savings institutions, as the case may be;

(3) the Federal Deposit Insurance Corporation (sometimes referred to in this LSA as “FDIC”) in 

accordance with 12 U.S.C. § 1821(c)(4), regarding self-appointment; or (4) the appropriate federal 

banking agency in accordance with 12 U.S.C. § 1821(c)(9).

“Closing” means the simultaneous delivery by Seller and Buyer of documents and funds 

and the performance of the other acts provided in this LSA to be performed on the Closing Date

in order to consummate the Sale.

“Closing Date” means [Month] [day], 20__.

“Collateral” means any and all collateral securing a Loan, including, without limitation, 

any accounts receivable; inventory; property of any kind, whether real or personal, including, but 

not limited to, equipment and other physical assets; and any contract and other rights and interests 

of an Obligor pledged pursuant to or otherwise subject to any Collateral Document. Collateral does 

not include Foreclosed Collateral.

“Collateral Document” means each deed of trust, mortgage, assignment of production, 

security agreement, assignment of security interest, personal guaranty, corporate guaranty, letter 

of credit, pledge agreement, collateral agreement, loan agreement, or other agreement or 

document, whether an original or copy, or whether similar to or different from those enumerated, 

securing in any manner the performance or payment by any Borrower of its obligations or the 

obligations of any other Obligor under any Note evidencing a Loan. Collateral Document does not 

include a deed of trust, mortgage, assignment of production, security agreement, assignment of 

security interest, pledge agreement, or collateral agreement insofar as the collateral encumbered 

by such agreement is Foreclosed Collateral.
Federal Deposit Insurance Corporation 4 [Institution Name], [City], [State]

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“Confidentiality Agreement” means the document entitled “Confidentiality Agreement”

included as part of the Bid Package.

“Contract for Deed” means an executory contract with a third party to convey real 

property.

“Corporate Advances” means the payment of appraisal fees, broker opinion fees, attorney 

fees and associated legal fees, foreclosure fees, trustee fees, property inspection fees, property 

preservation and operating cost fees, title policies, lien search fees, or any other cost that can be 

directly associated with the collection and servicing of a Note; provided, however, that Corporate 

Advances, for any Loan sold that is insured or guaranteed by a Governmental Entity, do not include 

expenses paid by Seller or its predecessor and reimbursable to Seller in accordance with the terms 

of the insurance or guarantee.

“Deconversion Date” means the date Loan servicing records are transferred to Buyer’s 

system of record as set out in Section 3.3, which date will be a Business Day not later than 30 

calendar days after the Closing Date. Loans that are subject to the Real Estate Settlement 

Procedures Act may have a separate Deconversion Date, but in no event will the date be earlier 

than 15 calendar days after the Closing Date.

“Deficiency Balance” means the remaining unpaid principal balance of any Note 

purchased under this LSA after crediting the proceeds of Foreclosed Collateral.

“Disbursement of Principal” means incremental funding of loan proceeds under a Note, 

including, without limitation, funding of a revolving credit loan or a construction loan.

“Earnest Money Deposit” means the monies paid by or on behalf of Buyer to Seller prior 

to the Closing Date in the amount and manner specified in the Bid Instructions contained in the 

Bid Package.

“Electronic Transfer” means a document signed in ink, scanned in its entirety, and sent by 

secure email attachment as set out in the Bid Instructions.

“Evaluation Material” means the information and documents provided by Seller to Buyer 

with respect to any Loan, as set out in the Confidentiality Agreement.

“Failed Bank” means any depository institution (1) that owned a Loan on the date the 

Chartering Authority closed the institution, and (2) for which the Federal Deposit Insurance 

Corporation was appointed as receiver.

“Foreclosed Collateral” means any repossessed or foreclosed collateral, (1) that was 

repossessed or foreclosed on or before the Calculation Date; and (2) for which the Redemption 

Period, if any, expired on or before the Calculation Date.
Federal Deposit Insurance Corporation 5 [Institution Name], [City], [State]

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“Governmental Entity” means the United States, any state, county, municipality, or other 

political subdivision, or any department or agency of any of the foregoing.

“Invitation to Bid” means the document entitled “Invitation to Bid” included as part of 

the Bid Package.

“IRC” means the Internal Revenue Code of 1986 of the United States, as it may be 

amended from time to time.

“IRS” means the Internal Revenue Service of the United States.

“Loan” means and includes: (1) any obligation evidenced by a Note or other evidence of 

indebtedness; (2) all rights, powers, liens, or security interests of Seller in or under the Collateral 

Documents; (3) any judgment founded upon a note to the extent attributable to the note and any 

lien arising from the note; (4) any Contract for Deed and the real property that is subject to the

Contract for Deed; (5) any lease and the related leased property; (6) all of Seller’s right, title, and 

interest in and to any Deficiency Balance; and (7) any other asset of whatever kind or type, all as 

identified on the attached Schedule of Loans, including, without limitation, all rights arising from 

the Loan or appurtenant to the Loan. Loan does not include Foreclosed Collateral.

“Loan File” means (1) any Failed Bank documents pertaining to a Loan, either copies or 

originals, that are in the possession of Seller, but excluding the Note, renewals of the Note, and

Collateral Documents, and also excluding the Failed Bank’s internal memoranda and confidential 

communications between the Failed Bank and the Failed Bank’s legal counsel; and (2) any files 

with respect to a Loan established and maintained by Seller’s employees or contractors responsible 

for the management of that Loan following the closing of the Failed Bank, but excluding Seller’s 

internal memoranda and confidential communications between Seller and its legal counsel. The 

Loan File does not include other files maintained by other employees or agents of Seller, such as 

Seller’s legal counsel.

“LPOA” means the document entitled “Limited Power of Attorney” in the form of 

Attachment G to this LSA. The LPOA contains additional definitions not specifically set out in 

the LSA, but such definitions are incorporated into the LSA by reference.

“LSA” means this Loan Sale Agreement, including the Attachments.

“Mortgaged Property” means the land, fixtures, and improvements, if any, securing any 

Loan sold to Buyer under the terms and conditions of this LSA. Mortgaged Property does not 

include Foreclosed Collateral.

“Non-Performing Loan” means any Loan other than a Performing Loan.

“Note” means each agreement, document, and instrument evidencing a Loan (whether an 

original, a copy, or an electronic version), including, without limitation, each promissory note, 
Federal Deposit Insurance Corporation 6 [Institution Name], [City], [State]

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loan agreement, shared credit or participation agreement, inter-creditor agreement, letter of credit, 

reimbursement agreement, draft, bankers’ acceptance, transmission system confirmation of 

transaction, or other evidence of indebtedness of any kind evidencing each Loan, including, but 

not limited to, loan histories, affidavits, general collection information, correspondence, and 

comments pertaining to such obligations.

“Noteholder” means the holder of a Note.

“Obligations” means all obligations and commitments of Seller relating to a Loan and 

arising under and in accordance with the relevant Note or Collateral Documents relating to the 

Loan, including, without limitation, the commitment to make advances of funds to or for the 

benefit of an Obligor, and all covenants, duties, and obligations of Buyer set out in Article V of 

this LSA.

“Obligor” means any borrower (specifically including, without limitation, Borrower), 

obligor, guarantor, or surety of any Loan, or any other party liable for the full or partial payment 

or performance of obligations associated with any Loan, whether such party is obligated directly, 

indirectly, primarily, secondarily, jointly, or severally.

“OFAC Certification” means the document entitled “OFAC Certification” included as 

part of the Bid Package. The OFAC Certification is used by Seller to follow U.S. Office of Foreign 

Assets Control (OFAC) guidance.

“Participated Loan” means any Loan subject to a shared credit, participation, or similar 

inter-creditor agreement under which the Failed Bank was lead or agent financial depository 

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

was a participating financial depository institution or purchased participations in a credit managed 

by another.

“PEC” means the document entitled “Purchaser Eligibility Certification” included as part 

of the Bid Package. The PEC contains additional definitions not included in the LSA, but such 

definitions are incorporated into the LSA by reference. 

“Performing Loan” means any Loan for which the last payment of principal, interest, and 

any escrow amounts that are required to be paid by the terms of the Note or Collateral Documents 

is less than 60 days past due (for matured loans, less than 30 days past the maturity date) as of the 

Calculation Date as shown on the Schedule of Loans in Attachment A to this LSA, regardless of 

whether such Loan is in a Pool consisting primarily of Performing Loans or consisting primarily 

of Non-Performing Loans.

“Pool” means one of the groups of Loans identified in the Schedule of Loans in Attachment 

A to this LSA.
Federal Deposit Insurance Corporation 7 [Institution Name], [City], [State]

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“Pool Combination” means a group of Pools for which Buyer submitted a Bid linking the 

purchase of the Pools to one another.

“Property” means the real or personal property securing any Loan contained in a Pool. 

Property does not include Foreclosed Collateral.

“Purchase Price” means an amount equal to the sum of (1) the Bid Amount; plus (2) 

Disbursements of Principal made by Seller that are not included in the Book Value; plus (3) any 

Advances made by the Failed Bank or Seller; plus (4) interest accrued to, but not including, the 

Closing Date for each Performing Loan (except those with pre-computed interest). Interest accrued 

is determined by (a) the interest due as reflected on the Spreadsheet as of the Calculation Date, 

plus (b) the sum of the per diem of each Loan multiplied by the number of days from the 

Calculation Date to, but not including, the Closing Date. No amount with respect to unpaid interest 

will be due for Non-Performing Loans.

“Redemption Period” means the applicable state statutory time period, if any, during 

which a foreclosed owner may buy back foreclosed real property from the foreclosure sale 

purchaser. Not all states provide for a Redemption Period. The length of a Redemption Period may 

vary among the states that do provide for a Redemption Period. The law of the state in which the 

real property is located is the applicable law in determining whether there is a Redemption Period 

and, if so, how long it is.

“Related Party” means any party related to a Borrower in the manner delineated in 26 

U.S.C.A § 267(b) or § 707(b)(1) and the regulations promulgated under such laws, as they may be 

amended from time to time.

“Repurchase Percentage” means the Repurchase Percentage indicated in Attachment B

to this LSA.

“Repurchase Price” means, with respect to any Loan, an amount equal to the sum of (1) 

the Bid Amount, adjusted to reflect changes to Book Value in accordance with Section 2.4, for the 

Pool or Pool Combination containing such Loan, multiplied by the Repurchase Percentage; plus 

(2) any Advances and interest on such Loan included in the Purchase Price; minus (3) the total of 

amounts received after the Calculation Date by Buyer for such Loan, regardless of how applied;

plus (4) Advances made by Buyer; plus (5) total Disbursements of Principal made by Seller that 

are not included in the Book Value.

“Sale” means the sale of Loans by Seller as described in the Bid Package.

“Schedule of Loans” means the list of all Loans that are the subject of this Sale identified 

in Attachment A to this LSA.

“SDA” means the document entitled “Security Deposit Agreement” included as part of the 

Bid Package.
Federal Deposit Insurance Corporation 8 [Institution Name], [City], [State]

Loan Sale Agreement [Sale #]

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“Settlement Date” means a date determined by Seller by which notices of discovery of 

adjustments to the Purchase Price pursuant to Section 2.4 must be delivered. Any Settlement Date 

will be a Business Day not later than 180 calendar days after the Closing Date.

“Spreadsheet” means information on the Loans provided to bidders and potential bidders, 

including Buyer, as part of the Bid Package.

“Taxes” means any taxes, assessments, levies, imposts, duties, deductions, fees, 

withholdings, or other charges of whatever nature, including interest and penalties, required to be 

paid to any taxing authority of or in any jurisdiction in which Buyer, its lending or other relevant 

office or agents may be located under the applicable laws, rules, and regulations of such 

jurisdiction with respect to the sale and transfer of the Loans, the Collateral Documents, or the 

rights in the Collateral, or the assignment and assumption of Obligations under the Loans, 

including, without limitation, any withholding taxes payable by virtue of the sale of the Loans at 

a discount from Book Value and any value-added taxes.

“Transfer Documents” means the endorsements and allonges to Notes; affidavits (if 

appropriate); assignments, deeds, and other documents of assignment, conveyance, or transfer 

required under the applicable laws, rules, and regulations to evidence Seller’s transfer of the Loans, 

the Collateral Documents, and Seller’s rights with respect to the Loans and the Collateral to Buyer. 

Transfer Documents do not include this LSA, the Bill of Sale, and the Assignment and 

Assumption.

“UCC” means the Uniform Commercial Code governing commercial transactions as 

adopted by the State of New York.

Article II

Purchase and Sale of Loans

2.1. Terms and Conditions of Sale. Seller agrees to sell, assign, transfer, and convey 

to Buyer, and Buyer agrees to purchase and accept from Seller, all of Seller’s right, title, and 

interest, subject to the provisions of Section 3.3, as of the Closing Date, in and to each Loan in 

each Pool on a servicing-released basis, and all rights in the Property pursuant to the Collateral 

Documents. Seller agrees to assign and Buyer agrees to assume all of the Obligations of the Failed 

Bank or Seller under and with respect to all of the Notes and Collateral Documents. Such sale, 

assignment, transfer, and conveyance by Seller and purchase, acceptance, and assumption by 

Buyer will occur at and as of the Closing Date, and will be on the terms and subject to the 

conditions set forth in this LSA, including, without limitation, the payment of the Purchase Price

by Buyer to Seller.

2.2. Closing and Payment of Purchase Price. The Closing must occur on the Closing 

Date and, at Seller’s option, will be conducted electronically, by Electronic Transfer, or in person 

at a place designated by Seller. Buyer agrees to pay to Seller at the Closing, by wire transfer of 
Federal Deposit Insurance Corporation 9 [Institution Name], [City], [State]

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immediately available funds, the amount of the Purchase Price less the Earnest Money Deposit 

previously paid by Buyer. Wire transfers must be made to Seller’s account in accordance with such 

instructions as Seller provides to Buyer in writing on or prior to the Closing Date.

2.3. Allocation of Payments Made on Loans. All payments received on account of 

any of the Loans on or before the Calculation Date belong to Seller. All payments received on 

account of any of the Loans after the Calculation Date belong to Buyer. In the event that a check 

Seller has received with respect to a Loan on or before the Calculation Date is dishonored before 

or after the Calculation Date, an adjustment to the Purchase Price in Seller’s favor in the amount 

of the dishonored check will be made. In the event that Seller deposits a check received after the 

Calculation Date and issues a payment to Buyer, Buyer bears the risk that any such check will be 

dishonored, and Buyer agrees to reimburse Seller within 10 Business Days after receipt of notice 

by Seller to Buyer that such check was dishonored.

2.4. Adjustments to Purchase Price; Offsets Against Deposits.

2.4.1. Adjustments to Purchase Price. On or before the Settlement Date, Seller 

will provide Buyer with a statement detailing adjustments to the Purchase Price that Buyer 

or Seller discovers reflecting:

(1) any changes in the Book Value:

(a) because of miscalculations, misapplied payments, unapplied 

payments, unrecorded Disbursements of Principal disbursed on or before 

the Calculation Date, or other accounting errors; or

(b) resulting from a final court decree, unappealable regulatory 

enforcement order, or other similar action of a legal or regulatory nature 

effective on or before the Calculation Date; or

(c) resulting from Foreclosed Collateral; or

(d) resulting from a dishonored check as set out in Section 2.3; and

 (2) any unreimbursed Advances or Disbursements of Principal disbursed 

after the Calculation Date that were not previously included in the Purchase Price.

Any monies due Buyer or Seller as a result of any adjustments made pursuant to item (1) 

above will be calculated (x) in the case of a percentage Bid, by multiplying the resulting 

net change in Book Value by the Bid Percentage, or (y) in the case of a Bid in Dollars, (i) 

by converting the Bid in Dollars to a percentage of the Book Value for the Pool or Pool

Combination as of the Calculation Date, then (ii) multiplying this percentage by the 

resulting net change in Book Value.
Federal Deposit Insurance Corporation 10 [Institution Name], [City], [State]

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Any monies due Seller as a result of any adjustments made pursuant to item (2) above will 

be equal to 100% of the aggregate amount of payments not previously included in the 

Purchase Price.

No adjustment to Purchase Price will be made for any changes resulting from any 

calculation or adjustment of interest on any Loan as provided in Section 6.4.

The total aggregate amount owed to Seller will be determined as of the Settlement Date 

and subtracted from the total aggregate amount owed to Buyer. If the resulting amount, 

determined as of the Settlement Date, is a positive number, Seller will pay such amount to 

Buyer; if the resulting amount, determined as of the Settlement Date, is a negative number, 

Buyer will pay such amount to Seller as if such number were a positive number. Any 

monies due Buyer or Seller will be paid within a reasonable time after the Settlement Date. 

Buyer will adjust its servicing records to reflect any changes to the unpaid principal balance 

of any Loan made pursuant to this Section 2.4.1.

2.4.2. Offsets Against Deposits. With respect to any Loan, Seller reserves the 

right to permit or require offsets against deposit accounts of the Failed Bank. If allowed by 

Seller, such offsets will be retroactive to the date such Failed Bank closed. At such time as 

an offset is effected, Seller will give notice of such to Buyer and pay Buyer the amount of 

the offset on a dollar-for-dollar basis, and Buyer will credit such amount to the Loan 

according to the terms and conditions of the applicable Note as of Bank Closing Date.

2.5. Rebates and Refunds. Buyer is not entitled to any rebates or refunds from Seller 

from any pre-computed interest Loan regardless of when the Note matures. Further, on precomputed interest Loans, Seller will not refund any unearned discount amounts to Buyer.

2.6. Interest Conveyed. Seller will convey all of Seller’s right, title, and interest in and 

to each Loan. In the event that a foreclosure (1) occurred on or before the Calculation Date, but 

the Redemption Period had not expired on or before the Calculation Date, or (2) occurs after the 

Calculation Date, Seller will convey to Buyer the Deficiency Balance, if any, together with the net 

proceeds, if any, of such foreclosure sale. If Seller was the purchaser at such foreclosure sale, 

Seller will convey to Buyer the Deficiency Balance, if any, together with a quitclaim deed to the 

property purchased at such foreclosure sale. Buyer acknowledges and agrees that Buyer will not 

acquire any interest in or to any (x) Foreclosed Collateral; (y) performance or completion bond 

filed with any Governmental Entity for the purpose of ensuring that improvements constructed or 

to be constructed on such property are completed in accordance with any Governmental Entity 

regulations or building requirements applicable to the proposed or completed improvements; or

(z) bond or deposited funds with any court or Governmental Entity. In the case of (y) or (z) above, 

Buyer must substitute its funds for any such bond or deposited funds with the court or 

Governmental Entity, and the existing bond or deposited funds must be paid to Seller.

2.7. Retained Claims and Release. Buyer and Seller agree that the sale of the Loans 

pursuant to this LSA excludes the transfer to Buyer of all of the right, title, and interest in and to 
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any and all claims of any nature whatsoever that might now exist or hereafter arise, whether known 

or unknown, that Seller has or might have against any (1) officers, directors, employees, insiders, 

accountants, attorneys, other persons employed or retained by Seller or the Failed Bank and any 

of its predecessors, underwriters, or any other similar persons who have caused a loss to Seller or 

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

administration of any Loan; (2) appraisers, accountants, auditors, attorneys, investment bankers or 

brokers, loan brokers, deposit brokers, securities dealers, or other professional individuals or 

entities who performed services for Seller or the Failed Bank and any of its predecessors relative 

to any Loan; (3) third parties (including, without limitation, Obligors) involved in any alleged 

fraud or other misconduct relating to the making or servicing of any Loan, or (4) appraisers or 

other parties from whom Seller or any servicing agent contracted for services or title insurance in 

connection with the making, insuring, or servicing of any Loan.

2.8. Taxes. Notwithstanding that Taxes may, under applicable law, be assessed against 

and payable by Seller, Buyer agrees to accept responsibility for and to pay, on its own behalf or 

on behalf of Seller, as the case may be, any and all Taxes, and Seller has no obligation to reimburse 

Buyer for such Taxes. Payment of Taxes will not affect the Purchase Price. In the event that Buyer 

becomes aware of Taxes due, Buyer agrees to promptly notify Seller and pay such Taxes in 

accordance with the provisions of this Section 2.8. In the event that Taxes are payable, Buyer 

agrees to make payment for such Taxes to the relevant taxing authorities when due, identifying to 

such authorities in appropriate manner and in accordance with applicable law the nature of the 

payment and identifying the party on whose behalf the payment is being made. In the event that, 

under applicable law, Buyer is unable to make payment of Taxes on behalf of Seller, then Buyer 

agrees to promptly notify Seller of such inability, and Seller may, at its sole option, grant to Buyer 

a limited power of attorney, in such form as Seller determines, solely for the purpose of making 

payment of such Taxes and filing information returns with respect to such Taxes as agent for Seller. 

Buyer agrees to notify Seller, in accordance with the provisions of Article VIII of this LSA, 

promptly after payment of any Taxes that such payment has been made.

Article III

Transfer of Loans, Collateral Documents, and Servicing

3.1. Delivery of Documents. Buyer and Seller agree to execute and deliver to one 

another the following files and documents:

3.1.1. At Closing, Buyer will deliver to Seller:

(1) An original of the Assignment and Assumption, in the form of 

Attachment D to this LSA, executed by Buyer.

(2) A corporate resolution certified by Buyer’s corporate secretary or,

if Buyer is not a corporation, other evidence satisfactory to Seller as to Buyer’s 

authority: (a) to purchase the Loans and assume the Obligations under the Loans;
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and (b) to execute and deliver this LSA and all related instruments required to 

consummate the Sale and to carry out all of its Obligations under this LSA.

(3) An original of this LSA executed by Buyer.

(4) Other documents as Seller may reasonably require as evidence of

Buyer’s good standing, existence, or authority.

3.1.2. At Closing, Seller will deliver to Buyer: 

(1) An original Bill of Sale transferring all of Seller’s right, title, and 

interest in and to the Loans to Buyer, in the form of Attachment C to this LSA, 

executed by Seller.

(2) An original of the Assignment and Assumption, in the form of 

Attachment D to this LSA, executed by Seller.

(3) An original of this LSA executed by Seller.

(4) Such Transfer Documents executed by Seller as Seller elects to 

deliver at Closing.

3.1.3. Within a reasonable time after the Closing Date, Seller will deliver to Buyer 

the Note, the Loan Files, and the Collateral Documents pertaining to the Loans sold.

3.1.4. After Closing, Seller, in Seller’s sole discretion, may elect to grant an LPOA

to selected Buyer employees. If Seller elects to grant an LPOA, Seller will provide it to 

Buyer within a reasonable time after the Closing Date. If Buyer is granted an LPOA, Buyer, 

at Buyer’s expense, must prepare and execute on behalf of Seller, within a reasonable 

time [but in no event later than the earlier of (1) the second anniversary date of the Closing 

Date, and (2) the date the applicable Receiver chooses, in its sole discretion, to terminate 

the applicable receivership of the applicable Failed Bank], all Transfer Documents not 

delivered by Seller to Buyer at Closing. All Transfer Documents prepared by Buyer must

be in appropriate form suitable for filing or recording, if applicable, in the relevant 

jurisdiction and otherwise subject to the limitations set forth in this LSA, and Buyer is

solely responsible for the preparation, contents, and form of the documents. Buyer 

expressly releases Seller from any loss or damage incurred by Buyer due to the contents 

and form of any documents prepared by Buyer, and Buyer agrees to indemnify, defend, 

and hold harmless Seller for any and all actions or causes of action by any person, including 

Buyer, arising out of the contents or form of the Transfer Documents, including, without 

limitation, any claim relating to the adequacy or inadequacy of any of the documents or 

instruments for the purposes intended. Notwithstanding the foregoing, Buyer agrees not to 

use the LPOA to execute conveyances of real property, including, without limitation, any

quitclaim deed pursuant to Section 2.6 or any Special Warranty Deed pursuant to Section 
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5.12; instead, Buyer must prepare such conveyances for Seller’s review, and if approved 

by Seller, Seller’s execution.

The form that Buyer agrees to use for endorsing promissory notes or preparing allonges to 

promissory notes is as follows:

Pay to the order of 

Without Recourse

FEDERAL DEPOSIT INSURANCE 

CORPORATION, as Receiver for 

[INSTITUTION NAME], [City], [State] 

By: 

Name: 

Attorney-in-Fact

All other documents of assignment, conveyance, or transfer must contain this sentence: 

“This assignment is made without recourse, representation, or warranty, express or implied, 

by the Federal Deposit Insurance Corporation (FDIC) in its corporate capacity or in its 

receivership capacity.”

3.1.5. In the event that Seller elects not to provide Buyer with an LPOA in 

accordance with Section 3.1.4, then all Transfer Documents not delivered by Seller to 

Buyer at Closing will be prepared and executed by one of the following methods, at Seller’s 

option:

(1) Seller, at Seller’s expense, will prepare and execute all 

endorsements and allonges to Notes or Affidavits, if applicable, not delivered by 

Seller to Buyer at Closing and provide them to Buyer within a reasonable time after 

the Closing Date. Buyer, at Buyer’s expense, will prepare all other Transfer 

Documents not delivered by Seller to Buyer at Closing and will deliver such 

documents to Seller for execution within a reasonable time after the Closing Date. 

All Transfer Documents prepared by Buyer are subject to the terms and conditions 

for Transfer Documents specified in Section 3.1.4. If any Transfer Document 

delivered by Buyer to Seller for execution is unacceptable to Seller for any reason 

whatsoever, Seller may return such document to Buyer along with an explanation 

as to why the document is unacceptable to Seller. When requesting execution of 

any such document, Buyer must furnish Seller with the Pool and the Loan numbers 

set forth on the Schedule of Loans, and a copy of the Notes, a copy of the Collateral 
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Documents or other documents to be transferred, and copies of any previous 

assignments of the applicable Collateral Document or other document; or

(2) Seller, at Seller’s expense, will prepare and execute all Transfer 

Documents not delivered by Seller to Buyer at Closing and provide them to Buyer 

within a reasonable time after the Closing Date. Seller will furnish all such 

documents to Buyer in appropriate form suitable for filing or recording, if 

applicable, in the relevant jurisdiction and otherwise subject to the limitations set 

forth in this LSA.

3.1.6. Nothing contained in this Article III or otherwise in this LSA requires Seller 

to make any agreement, representation, or warranty or to provide any indemnity in any such 

document or instrument or otherwise. Neither is Seller obligated to obtain any consents or approval 

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

Buyer of the Obligations.

3.1.7. Seller agrees to execute any additional documents required by applicable 

law or necessary to effectively transfer and assign any and all Loans to Buyer. Seller has no 

obligation to provide, review, or execute any such additional documents unless such document has

been requested of Seller within one year of the Closing Date.

3.2. Recordation of Documents. Buyer is responsible for, and agrees to promptly

deliver, at its sole cost and expense, all appropriate documents and instruments with respect to 

each Loan for recordation or filing in the appropriate land, chattel, UCC, and other records of the 

appropriate county, state, and other jurisdictions to effect the transfer of the Loans and the 

Collateral Documents and all rights in the Collateral, and to render legal, valid, and enforceable 

the obligations of Obligors to Buyer and the assumption by Buyer of any Obligations related to a 

Loan arising under and in accordance with the relevant Note and Collateral Documents. In 

accordance with Section 2.8, Buyer is responsible for and agrees to pay any and all Taxes, fees, 

costs, and expenses incurred in connection with such recording, including, without limitation,

notarization fees and stamp, transfer, and similar Taxes or fees.

3.3. Transfer of Servicing. The Loans are sold and conveyed to Buyer on a servicingreleased basis. From and after the Closing Date, all rights, obligations, liabilities, and 

responsibilities with respect to the servicing of the Loans will pass to Buyer, and Seller will be 

discharged from all liability for the servicing of the Loans, including any liability arising from any 

limited interim servicing provided by Seller pursuant to this Section 3.3. To provide for the orderly 

transfer of the servicing to Buyer, Seller will provide, at Seller’s expense, limited interim servicing 

of the Loans on Buyer’s behalf from the Closing Date through and including the Deconversion 

Date, as follows: (1) receive payments and post them to the system of record, (2) maintain records 

reflecting payments received, (3) provide Buyer on request a schedule of payments processed, and 

(4) provide payoff information to Buyer regarding particular Loans, as applicable. Seller may 

engage agents of Seller’s own choosing to perform such limited interim servicing. Seller’s 
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performance of this limited interim servicing ceases on the day immediately following the 

Deconversion Date.

Article IV

Representations and Warranties of Buyer

Buyer represents and warrants to Seller as of the date of this LSA and as of the Closing 

Date:

4.1. Buyer’s Authorization. Buyer and the undersigned duly authorized representative 

of Buyer, acting individually, represent that Buyer is authorized to enter into this LSA and that all 

laws, rules, regulations, charter provisions, and bylaws to which Buyer may be subject have been 

duly complied with, and that such representative is authorized to act upon behalf of and bind Buyer 

to the terms of this LSA.

4.2. Compliance with Law. Buyer (which, for purposes of this Section 4.2, includes 

Buyer’s subsidiaries) is not in violation of any statute, regulation, order, decision, judgment or 

decree of, or any restriction imposed by, any Governmental Entity, or any court or other tribunal 

having jurisdiction over Buyer or any assets of Buyer, or any foreign government or agency having 

such jurisdiction, with respect to the conduct of the business of Buyer, or the ownership of the 

properties of Buyer, that, either individually or in the aggregate with all other such violations, 

would materially and adversely affect the business, operations, or condition (financial or 

otherwise) of Buyer or the ability of Buyer to perform, satisfy, or observe any obligation or 

condition under this LSA. The execution, delivery, or the performance by Buyer of this LSA will 

not result in any violation by Buyer of, or be in conflict with, any provision of any applicable law, 

rule, or regulation, or any order, writ, or decree of any court or Governmental Entity.

4.3. Execution and Enforceability. This LSA has been duly executed and delivered by 

Buyer, and when duly authorized, executed, and delivered by Seller, this LSA will constitute a 

legal, valid, and binding obligation, enforceable in accordance with its terms.

4.4. Representations Remain True. Buyer represents and warrants that all information 

and documents provided to Seller or its agents by or on behalf of Buyer in connection with this 

LSA and the Sale, including, but not limited to, the PEC, the OFAC Certification, the Bid 

Certification, and the Confidentiality Agreement, are true and correct in all material respects and 

do not fail to state any fact necessary to make the information and documents not misleading.

Article V

Covenants, Duties, and Obligations of Buyer

5.1. Servicing of Loans. From the day immediately following the Deconversion Date, 

Buyer agrees to (1) comply with all applicable federal, state, and other laws, rules, and regulations

with respect to the ownership or servicing of the Loans, including, without limitation, the Fair 

Debt Collection Practices Act (15 U.S.C. § 1692 et seq., as amended) and similar state 
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requirements, rules, and regulations; and (2) abide by, and be subject to, all of the terms and 

conditions of the Collateral Documents and other instruments and documents governing or relating 

to the Loans or the servicing rights and other rights related to the Loans.

5.2. Disbursements of Principal. Buyer accepts, assumes, and expressly agrees to 

perform in accordance with the terms of all Obligations under the Notes and the Collateral 

Documents, including, without limitation, all Obligations for Disbursements of Principal, and 

Buyer expressly agrees to indemnify, defend, and hold harmless Seller and Seller’s agents, 

employees, and affiliates from and against any and all claims, demands, and causes of action 

arising out of claims of breach or default by Buyer of such Obligations. Buyer agrees to notify 

Seller within 10 Business Days of notice or knowledge of any such claim or demand.

5.3. Collection Agency and Contingency Fee Agreements. Buyer takes the Loans 

subject to any agreements with collection agencies currently in force or contingency fee 

agreements with attorneys and agrees to fulfill all Obligations of Seller under such agreements. 

Buyer agrees to indemnify, defend, and hold harmless Seller and Seller’s agents, employees, and 

affiliates from and against any and all claims, demands, causes of action, losses, damages, 

penalties, forfeitures, or judgments made or rendered against Seller or any legal fees or other costs, 

fees, or expenses incurred by Seller arising out of or based upon such agreements with collection 

agencies or contingency fee agreements with attorneys. Buyer agrees to notify Seller within 10 

Business Days of notice or knowledge of any such claim or demand.

5.4. Insured or Guaranteed Loans. If any Loans being transferred pursuant to this 

LSA are insured or guaranteed by any Governmental Entity, and such insurance or guaranty is not 

being specifically terminated by Seller, Buyer represents that Buyer has been approved by such 

Governmental Entity and is an approved lender or mortgagee, as appropriate, if such approval is 

required. Buyer recognizes and acknowledges that if Buyer does not have the required approval, 

then the consequences may include, without limitation, denial or termination of any such insurance 

or guarantees by the Governmental Entity. Buyer assumes full responsibility for determining 

whether or not such insurance or guarantees are in full force and effect on the date of this LSA. 

With respect to those Loans whose insurance or guaranty is in full force and effect on the date of 

this LSA, Buyer assumes full responsibility for doing all things necessary to ensure such insurance 

or guarantees remain in full force and effect. Buyer agrees to assume all of Seller’s Obligations 

under the contracts of insurance or guaranty, agrees to indemnify, defend, and hold harmless Seller 

from and against any and all claims of breach of Seller’s Obligations after the Closing, and agrees 

to cooperate with Seller where necessary to complete forms required by the insuring or 

guaranteeing Governmental Entity to effect or complete the transfer to Buyer.

5.5. Buyer’s Due Diligence. Buyer represents that Buyer has made an independent 

evaluation of the Loans and Loan Files and any electronic data made available pertaining to the 

Loans being purchased under this LSA. Buyer also represents that Buyer has conducted such other 

investigations as Buyer deems appropriate and as are consistent with the terms of the 

Confidentiality Agreement executed or assented to by Buyer in connection with this transaction, 

including, without limitation, searches of UCC, title, court, bankruptcy, and other public records. 
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Buyer agrees and represents that Buyer is entering into this LSA solely on the basis of Buyer’s

own investigations and Buyer’s judgment as to the nature, validity, enforceability, collectability,

and value of the Loans and all other facts material to their purchase, including, but not limited to,

the legal matters and risks relating to the collection and enforcement, and the performance of 

obligations in any jurisdiction. Buyer further acknowledges that no employee or representative of 

Seller has been authorized to make any statements or representations other than those specifically 

contained in this LSA.

5.6 Reporting to or for the Applicable Taxing Authorities. Seller is responsible for 

submitting all IRS information returns related to the Loans sold under this LSA for all applicable 

periods to and including the Deconversion Date. Buyer is responsible for submitting all IRS

information returns related to the Loans sold under this LSA for all applicable periods from and 

after the day immediately following the Deconversion Date. Information returns include 1098 and 

1099 reporting. 

5.7. Loans in Litigation. With respect to any Loan sold pursuant to this LSA that is the 

subject of any type of pending litigation, whether offensive or defensive, Buyer agrees to provide 

Seller with notice, at the addresses specified in Article VIII, within 15 Business Days of the 

Closing Date, of the name of the attorney selected by Buyer to represent Buyer’s interests in the 

litigation. Buyer agrees to, within 15 Business Days of the Closing Date, notify the clerk of the 

court or other appropriate official and all counsel of record that ownership of the Loan was 

transferred from Seller to Buyer. Buyer agrees to have its attorney file appropriate pleadings and 

other documents and instruments with the court or other appropriate body within 20 Business Days 

of the Closing Date, substituting Buyer’s attorney for Seller’s attorney and also removing Seller 

as a party to the litigation and substituting Buyer as the real party-in-interest. In connection with 

such removal and substitution, Buyer must substitute funds for any existing bond or funds 

deposited with the court by or for Seller or any predecessor and must pay the amount of the bond 

or deposited funds to Seller within 20 Business Days of the Closing Date. Except as provided in 

the next succeeding sentence, should Buyer fail to comply with the provisions of this Section 5.7

within 20 Business Days after the Closing Date, Seller may, at its option, dismiss with or without 

prejudice or withdraw from, any such pending litigation.

In the event that Buyer is unable, as a matter of applicable law, to cause Seller to be 

replaced by Buyer as party-in-interest in any such litigation, Buyer agrees to provide Seller with 

notice, at the addresses specified in Article VIII, within 20 Business Days of the Closing Date,

including a legal opinion of Buyer’s legal counsel, qualified in the relevant jurisdiction, to such 

effect and stating the reasons for such failure. In such event, (1) Buyer agrees to cause its attorney 

to conduct such litigation at Buyer’s sole cost and expense; (2) Buyer agrees to cause the removal 

of Seller and substitution of Buyer as party-in-interest in such litigation at the earliest time possible 

under applicable law; (3) Buyer agrees to use its best efforts to cause such litigation to be resolved 

by judgment or settlement in as reasonably efficient a manner as practical; (4) Seller will cooperate 

with Buyer and Buyer’s attorney as reasonably required in Seller’s sole judgment to bring such 

litigation or any settlement relating to such litigation to a reasonable and prompt conclusion; (5) 

no settlement may be agreed upon by Buyer or its agents or counsel without the express prior 
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written consent of Seller, unless such settlement includes an irrevocable and complete waiver and 

release of any and all potential claims against Seller in relation to such litigation or the subject 

Loans or Obligations by any person, including, without limitation, Buyer and any Obligor, and 

any and all losses, liabilities, claims, causes of action, damages, demands, taxes, fees, costs, and 

expenses relating to such litigation are duly and expressly agreed, valid, and enforceable, to be 

paid by Buyer without recourse of any kind to Seller; and (6) Buyer agrees to pay all costs and 

expenses of Seller and Seller’s counsel, if any, engaged in connection with such litigation as 

provided for in the next succeeding sentence.

Buyer agrees to reimburse Seller, upon demand, for Seller’s legal expenses in such 

litigation. Buyer agrees to pay all of the costs and expenses incurred by it in connection with the 

actions provided for in this Section 5.7, including, without limitation, all legal fees and expenses 

and court costs, and agrees to pay or reimburse Seller, upon demand, for Seller’s legal expenses in 

connection with such litigation incurred on or after the Closing Date, including the dismissal of or 

withdrawal from such litigation.

For purposes of Section 5.7, if any Loan is subject to litigation in the name of a subsidiary 

or affiliate of Seller, rather than in the name of Seller, then the provisions of Section 5.7 will apply 

to Buyer as though Seller were the named party in the litigation. 

5.8. Loans in Bankruptcy. In accordance with Bankruptcy Rule 3001(e), Buyer agrees 

to take all actions necessary to file within 30 Business Days of the Closing Date, (1) proofs of 

claims in pending bankruptcy cases involving any Loans purchased for which Seller has not 

already filed a proof of claim, and (2) all documents required by Rule 3001(e)(2) 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 Loans purchased in order to evidence and assert Buyer’s rights. Buyer 

agrees to prepare and provide to Seller within 30 Business Days of the Closing Date, a Bankruptcy

Assignment or any similar forms as may be required in any relevant jurisdiction and acceptable to 

Seller, for each Loan purchased pursuant to this LSA where an Obligor under such Loan is in 

bankruptcy at Closing. Buyer releases Seller from any claim, demand, suit, or cause of action 

Buyer may have as a result of any action or inaction on the part of the Failed Bank or Seller with 

respect to such Loan, and Buyer further agrees to reimburse Seller for any cost or expense incurred 

by Seller as a result of Buyer’s failure to file a Bankruptcy Assignment or similar forms as required 

in this LSA.

5.9. Loan-Related Insurance. As of the Closing Date, Buyer is responsible for having 

itself substituted as loss payee on all Loan-related insurance in which the Failed Bank or Seller is 

currently listed as a loss payee. Any loss after the Closing Date to an Obligor, to a participant in a 

Participated Loan, or to Buyer, or to the value or collectability of any Loan due to Seller’s 

cancellation of any insurance is the sole responsibility of Buyer.

5.10. Loans with Escrow Accounts. Buyer agrees to assume, undertake, and discharge 

any and all Obligations of Seller with respect to any escrow, maintenance of escrow, and payments 
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from escrow of monies paid by or on account of a Borrower. Seller will transfer to Buyer that sum 

of monies held by Seller through the Deconversion Date that represents undisbursed escrow 

payments.

5.11. Participated Loans. Buyer agrees to assume the role of lead lender for any Loan 

in which a portion of the Loan was participated to one or more other entities and in which Seller 

was the lead lender as of the Closing Date. Buyer agrees to accept any such Participated Loan 

subject to all of the participants’ right, title, and interest in such Participated Loan. In the event 

that any Loan purchased is a Participated Loan, whether or not Seller was the lead lender as of the 

Closing Date, Buyer agrees to, within 30 days after the Closing Date, notify all participants that 

Buyer has purchased the participation interest of the Failed Bank.

5.12. Contracts for Deed. Buyer agrees to comply with all Obligations set forth in any 

Contract for Deed contained in any Pool subject to this LSA. Pursuant to the provisions of Section 

3.1, Seller may require Buyer to prepare and furnish a Special Warranty Deed for Seller’s approval 

and execution, conveying the real property subject to any such contract to Buyer. Title curative 

work, if required, will be at Buyer’s sole cost and expense.

5.13. Leases. Buyer agrees to comply with all Obligations set forth in any lease related 

to any Pool subject to this LSA. Pursuant to the provisions of Section 3.1, Seller may require Buyer 

to prepare and furnish applicable Transfer Documents for Seller’s approval and execution.

5.14. Files and Records. Buyer agrees to abide by all applicable federal, state, and other 

laws, rules, and regulations regarding the handling and maintenance of all documents and records 

relating to the Loans purchased under this LSA, including, but not limited to, the length of time 

such documents and records are to be retained. Buyer further agrees to: (1) allow Seller the 

continuing right to use, inspect, and make extracts from or copies of any such documents or records 

upon Seller’s reasonable notice to Buyer; (2) allow Seller the possession, custody, and use of 

original documents for any lawful purpose and upon reasonable terms and conditions; and (3) give 

reasonable notice to Seller of Buyer’s intention to destroy or dispose of any documents or files and 

to allow Seller, at its own expense, to recover the documents or files from Buyer.

5.15. Reimbursement for Use of Seller’s Employees. In the event of litigation with 

respect to the Loans purchased by Buyer in which Seller or its employees are requested or required 

by subpoena, court order, or otherwise, to perform any acts including, but not limited to, testifying 

in litigation, preparing responses to subpoenas or other legal process or pleadings, or performing 

any review of public or private records such as tracing funds, whether said litigation is commenced 

by Buyer or any other party, Buyer agrees to reimburse Seller for the time expended by each of 

Seller’s employees involved in the performance of said acts at the rate of the greater of $100 per 

hour per employee or the then prevailing hourly rate per employee charged by Seller or FDIC to 

perform such services, plus all associated travel, lodging, and per diem costs. Seller may, in its 

sole and absolute discretion, determine and assign the personnel necessary to perform said acts. 

Buyer also agrees to reimburse Seller for copies made in the course of performing said acts at the 
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rate of 25 cents per copy. Nothing in this Section 5.15 requires Seller to provide Buyer with any 

information or service in this regard.

5.16. Notice to Borrowers. Buyer or, at Seller’s option, Seller will promptly after the 

Closing Date, but in no event later than 30 calendar days after the Closing Date, at Buyer’s cost 

and expense, give notice of this transfer to all Borrowers or Loan servicers, in the case of 

Borrowers located in the United States, by first class U.S. mail at their current or last known 

address of record or, in the case of Borrowers located outside of the United States, in such manner 

as may be required under the laws, rules, and regulations of the applicable jurisdiction in order to 

effectively give notice to such Borrowers of the transfer of the Loans. In the event that there is no 

known address for a Borrower, no personal notice to that Borrower will be necessary. Upon 

subsequently locating such Borrower, Buyer must send such notice to such Borrower. Buyer is

liable to Seller for any and all costs and expenses incurred by Seller as a result of Buyer’s failure 

to comply with the provisions of this Section 5.16. Such costs and expenses include, but are not 

limited to, salaries of Seller’s personnel and other administrative expenses, the time expended by 

each of Seller’s employees involved in the performance of said acts at the rate of the greater of 

$100 per hour per employee or the then prevailing hourly rate per employee charged by Seller or 

FDIC to perform such services, plus all associated travel, lodging, and per diem costs. Seller may, 

in its sole and absolute discretion, determine and assign the personnel necessary to perform said 

acts. Buyer also agrees to reimburse Seller for copies made in the course of performing said acts 

at the rate of 25 cents per copy. Nothing in this Section 5.16 requires Seller to provide Buyer with 

any information or service in this regard.

5.17. Notice of Claim. Buyer agrees to immediately notify Seller of any claim, 

threatened claim, or litigation against Seller or the Failed Bank arising out of any Loan contained 

in a Pool or Pool Combination purchased by Buyer that comes to its attention.

5.18. Use of FDIC’s Name and Reservation of Statutory Powers. Buyer agrees that it 

will not use or permit the use by its agents, successors, or assigns of any name or combination of 

letters that is similar to “FDIC” or “Federal Deposit Insurance Corporation.” Buyer will not 

represent or imply that it is affiliated with, or in any way related to, FDIC, in any capacity. Buyer 

acknowledges and agrees that (1) the assignment of any Loan or Collateral Document pursuant to 

the terms of this LSA will not constitute the assignment of any other rights, powers, or privileges 

granted to Seller pursuant to the provisions the Federal Deposit Insurance Act, including, without 

limitation, those granted pursuant to 12 U.S.C. § 1821(d), 12 U.S.C. § 1823(e), and 12 U.S.C. §

1825, all such rights and powers being expressly reserved by Seller, and (2) Buyer will not assert 

or attempt to assert any such right, power, or privilege in any pending litigation or future litigation 

involving any Loan purchased under this LSA; provided, however, that nothing contained in this 

Section 5.18 or otherwise in this LSA or any instrument executed in connection with this Sale

precludes Buyer from asserting the statute of limitations established under 12 U.S.C. § 1821(d)(14) 

or a jurisdictional defect or lack of jurisdiction (including under 12 U.S.C. § 1821(d)(13)(D)). 

Buyer and Seller agree that breach of the provisions of this Section 5.18 will result in actual, 

substantial, and irreparable harm to Seller, for which Seller has no adequate remedy at law. It is 

therefore agreed that, in the event of any such breach, Seller is entitled to equitable relief, including 
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specific performance and injunctive relief (and Buyer will not object to any claim for such relief 

by Seller), together with such attorneys’ fees and other fees and expenses as Seller incurs in 

enforcing its remedies and may incur in preventing further or continuing breach of said provision. 

Nothing in this LSA will be construed as prohibiting Seller from pursuing any other remedies 

available to it for any such breach or threatened breach. 

5.19. Prior Servicer Information. Buyer acknowledges and agrees that Seller might not 

have access to information from prior servicers of a Loan and that Seller has not requested any 

information not in the possession of Seller or its servicer from any prior servicer of a Loan. Buyer 

acknowledges and agrees that Seller is not required under the terms of this LSA to request any 

information from any prior servicer.

5.20. Release of Seller.

5.20.1. Except as otherwise specifically provided in Article VII, Buyer releases 

and forever discharges Seller, FDIC, all of their respective officers, directors, employees, 

agents, attorneys, contractors, and representatives, and their successors, assigns, and 

affiliates, from any and all claims (including any counterclaim or defensive claim), 

demands, causes of action, judgments, legal proceedings, and remedies of whatever kind 

or nature that Buyer now has or might have in the future, whether now known or unknown, 

that are related in any manner whatsoever to any Loan or this LSA.

5.20.2. Buyer agrees that it will not renew, extend, renegotiate, compromise, settle,

or release any Note or Loan or any right of Buyer founded upon or in connection with this 

LSA, except upon payment in full of the Note or Loan, unless all Obligors on the Note or 

Loan first release and discharge the Seller and Seller’s agents, employees, affiliates, and 

assigns from all claims, demands, and causes of action that any such Obligor may have 

against any such released party arising from or in connection with any act or omission 

occurring prior to the date of such release. If Buyer fails to obtain such release, Buyer 

agrees to protect, save, indemnify, defend, and hold harmless Seller from any expense or 

damage Seller suffers that might have been prevented had Buyer obtained the release.

5.21. Indemnification. Buyer agrees to pay, or reimburse to Seller, and to protect, save, 

indemnify, defend, and hold harmless Seller, Seller’s agents, employees, affiliates, and the 

independent contractor engaged as Seller’s loan sale advisor in connection with the Sale, from and 

against any and all losses, liabilities, claims, causes of action, damages, demands, taxes, fees, costs,

and expenses of whatever kind, arising out of, incurred in connection with or otherwise relating to

Buyer’s actions or inactions in performing, or failing to perform, the Obligations of Buyer. Buyer 

further agrees to pay when due, or promptly reimburse Seller for, any fees, taxes, costs, and 

expenses incurred by Seller in connection with the performance or nonperformance by Buyer of

all of the Obligations of Buyer.

5.22. Borrower as Buyer. In the event that Buyer is the Borrower or a Related Party 

with respect to any Loan in the Pool, then Buyer, on its own behalf and on behalf of any Related 
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Party, agrees that it will, and does, release and discharge and agrees to indemnify, defend, and hold 

harmless Seller and Seller’s agents, employees, and affiliates from and against all claims, demands,

and causes of action arising out of any act or omission related to said Loan. Buyer acknowledges 

and agrees that it will have no repurchase option on any Loan for which Buyer or a Related Party 

is the Borrower pursuant to Article VII. Seller, at Seller’s option, will either sell and assign (upon 

preparation of appropriate documentation by Buyer in conformance with Section 3.1) or release 

and discharge a Loan for which Buyer or a Related Party is the Borrower. In any event, Seller will 

issue a 1099 to report any discharge of indebtedness in connection with the sale or release of the 

Loan to the Borrower or a Related Party in accordance with IRS regulations and FDIC policy. 

Notwithstanding the foregoing, any failure by FDIC to issue a 1099 does not relieve Buyer of its 

responsibility to report the discharge of indebtedness in accordance with applicable federal tax 

law.

Article VI

Loans Sold “As Is” and Without Recourse

6.1. Loans Sold “As Is,” No Warranties or Representations. The Loans are sold 

“AS IS” and “WITH ALL FAULTS,” without any representation, warranty, or recourse 

whatsoever as to either collectability, condition, fitness for any particular purpose, 

merchantability, or any other warranty, express or implied. Seller specifically disclaims any 

warranty, guaranty, or representation, oral or written, past or present, express or implied, 

concerning the Loans, the stratification of packaging of the Loans, the Collateral, or the 

Collateral Documents. 

6.2. No Warranties or Representations with Respect to Escrow Accounts. Seller 

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.

6.3. No Warranties or Representations as to Amounts of Unfunded Principal. 

Seller makes no warranties or representations of any kind or nature as to the amount of any 

additional or future Disbursements of Principal Buyer is obligated to make.

6.4. Disclaimer Regarding Calculation or Adjustment of Interest on any Loan. 

Seller 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, without limitation, any adjustable rate 

mortgage Loan, whether such calculation or adjustment is made by the Failed Bank, Seller, any 

agent or contractor of Seller, or any predecessor-in-interest of Seller or any other party.

6.5. No Warranties or Representations Regarding Due Diligence Data. Seller makes 

no warranties or representations of any kind or nature as to the completeness or accuracy of any 

Evaluation Material provided by Seller with respect to any Loan. As an example, and not by way 

of limitation, some Loan Files may be missing forms or notices, or may contain incomplete or 
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inaccurate forms or notices, that may be required by one or more federal or state consumer 

protection statutes. Buyer’s exclusive remedies with respect to any inaccurate or incomplete 

information provided by Seller are an adjustment to the Purchase Price in accordance with Section 

2.4 or an option to repurchase under Article VII, and such exclusive remedies are available only if 

all other conditions set out in this LSA have been met.

6.6. Buyer’s Waiver of Cause of Action. Buyer waives any right or cause of action it 

might now or in the future have against Seller as a result of its purchase of the Pools subject to this 

LSA; provided, however, that this waiver does not include any action taken as a result of Seller’s 

failure to perform under the terms of this LSA.

6.7. Intervening or Missing Assignments. Buyer acknowledges and agrees that Seller 

has no obligation to secure or obtain any missing intervening assignment or any assignment to 

Seller that is not contained in the Loan File or among the Collateral Documents. Buyer will have 

the sole responsibility and expense of securing any intervening assignment or any assignment to 

Seller that may be missing from the Collateral Documents from the appropriate source.

6.8 No Warranties or Representations as to Documents. Seller makes no warranties 

or representations of any kind or nature as to the effectiveness or enforceability in any jurisdiction 

of this LSA, the Bill of Sale, the Assignment and Assumption, or any other document or instrument 

prepared in connection with this Sale, whether or not prepared and executed in the forms provided 

with the LSA, all of such forms being provided for reference only.

Article VII

Repurchase by Seller at Buyer’s Option

7.1. Repurchases at Buyer’s Option. Buyer may, at its option, and upon satisfaction 

of the procedures and other requirements set forth below, require Seller to repurchase a Loan, if, 

and only if, prior to the Closing Date one of the following events set forth below has occurred. In 

no event will the occurrence of any such event be evidence of bad faith, misconduct, or fraud, 

even in the event that it is shown that Seller in any capacity, any Failed Bank, or any of their 

respective directors, employees, officers, or agents knew or should have known of the 

existence of any facts relating to the occurrence of such event:

7.1.1. The Borrower had been discharged in a no asset bankruptcy proceeding and 

no collateral exists out of which the Loan may be satisfied, and other Obligors on the Note, 

if any, or the obligations contained in the Note, have similarly been discharged in no asset 

bankruptcies.

7.1.2. A court of competent jurisdiction had entered a final judgment (other than 

a bankruptcy decree or judicial foreclosure order) holding that no Obligor owes an 

enforceable obligation to pay the holder of the Note or its assignees.
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7.1.3. The Failed Bank or Seller had executed and delivered to all Obligors a 

release of liability from all obligations under the Note.

7.1.4. A title defect exists in connection with the property that is the subject of a 

Contract for Deed and the title defect requires a prior order or judgment of a court to enable 

Buyer to convey title to such property in accordance with the terms and conditions set forth 

in the Contract for Deed.

7.1.5. Seller is not the owner of the Loan (or, in the case of a Participated Loan, 

Seller is not the owner of the pro rata interest in such Loan set forth on the attached 

Schedule of Loans).

7.1.6. The Failed Bank, its officers, directors, or employees fraudulently caused 

the Borrower to receive less than all of the proceeds and benefits of a Note. Buyer’s 

recourse with respect to this Section 7.1.6 is conditioned upon Buyer delivering, along with 

the notice required by Section 7.4, written evidence of such fraud, which evidence must be 

satisfactory in form and substance to Seller in its sole discretion.

7.2. Securities Laws Right of Rescission. In the event that Buyer is entitled to and 

desires to exercise its rescission rights under any federal or state securities law, Buyer must deliver 

the notice required by Section 7.4, together with written evidence of the circumstances giving rise 

to Buyer’s right to rescission, which evidence must be satisfactory in form and substance to Seller 

in its sole discretion.

7.3. Defects not Qualifying for Repurchase. Neither the absence of any intervening 

assignment or any assignment to Seller, nor the existence of any lien, claim, or encumbrance on 

the Loan or its Collateral, nor any defect in the lien or priority of Seller’s security interest in the 

Collateral will give rise to any claim for repurchase under this Article VII.

7.4. Notice to Seller. Buyer must notify Seller of each Loan with respect to which Buyer 

seeks repurchase. Such notice must be on Buyer’s letterhead paper and include the following 

information: (1) Buyer’s tax identification number, (2) Buyer’s wire transfer instructions, (3) the 

subsection under Section 7.1 for which Buyer is seeking repurchase, and (4) a summary of the 

reasons Buyer believes that the Loan should be repurchased. The notice must be accompanied by 

evidence supporting the basis for repurchase of such Loan. Promptly upon request by Seller, Buyer

must supply Seller with any additional evidence that Seller may require. Seller has no obligation 

to repurchase any Loan pursuant to this Article VII for which notice and all supporting evidence 

reasonably required by Seller have not been received by Seller at the addresses specified in Article 

VIII no later than the first Business Day after the expiration of 180 calendar days after the Closing 

Date, or in the case of a Contract for Deed, the first Business Day after the expiration of one year 

after the Closing Date.

7.5. Redelivery of Notes, Documents, and Files. For any Loan that qualifies for 

repurchase under this Article VII, Buyer agrees to: (1) re-endorse and deliver the Note to Seller, 
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(2) reassign all Collateral Documents associated with such Loan and reconvey any real property 

subject to a Contract for Deed or transferred by quitclaim deed pursuant to Section 2.6, together 

with such other documents or instruments as are necessary or appropriate to convey the Loan back 

to Seller, (3) redeliver to Seller the Loan File, along with any additional records compiled or

accumulated by Buyer pertaining to the Loan, and (4) deliver to Seller a certification, notarized 

and executed under penalty of perjury by a duly authorized representative of Buyer, certifying that 

as of the date of repurchase none of the conditions relieving Seller of its obligation to repurchase 

the Loan as specified in Section 7.6 has occurred. The documents evidencing such reconveyance 

must be substantially the same as those executed as of Closing pursuant to Article III. In all cases 

where Buyer recorded or filed among public records any document or instrument evidencing a 

transfer of the Loan to Buyer, Buyer agrees to record or file among such records a similar document 

or instrument evidencing the reconveyance of the Loan to Seller. Upon compliance by Buyer with 

the provisions of this LSA, Seller will pay to Buyer the Repurchase Price.

7.6. Waiver of Buyer’s Repurchase Option. Seller will be relieved of its obligation to 

repurchase any Loan for any reason set forth in Section 7.1.1 through Section 7.1.6 if Buyer: (1) 

modifies any of the terms of the Loan (including the terms of any Collateral Document or Contract 

for Deed); (2) exercises forbearance with respect to any scheduled payment on the Loan; (3) 

accepts or executes new or modified lease documents assigned by Seller to Buyer; (4) sells, 

assigns, or transfers the Loan or any interest in the Loan; (5) fails to employ usual and customary 

care in the maintenance, collection, servicing, and preservation of the Loan, including usual and 

customary delinquency prevention, collection procedures, and protection of collateral as 

warranted; (6) initiates any litigation in connection with the Loan or the Mortgaged Property 

securing the Loan other than litigation to force payment or to realize on the Collateral securing the 

Loan; (7) completes any action with respect to foreclosure on, or accepts a deed-in-lieu of 

foreclosure for, any Property securing the Loan; (8) causes, by action or inaction, the priority of 

title to the Loan, Mortgaged Property, and other security for the Loan to be less than that conveyed 

by Seller; (9) causes, by action or inaction, the security for the Loan to be different than that 

conveyed by Seller, except as may be required by the terms of the Collateral Documents; (10) 

causes, by action or inaction, a claim of third parties to arise against Buyer that, as a result of 

repurchase under this LSA, might be asserted against Seller; (11) causes, by action or inaction, a 

security interest, lien, pledge, or charge of any nature to encumber the Loan to arise; (12) is the 

Borrower or any Related Party under such Loan; or (13) makes a disbursement other than an 

Advance.

Article VIII

Notices

8.1. Notices. All notices or deliveries required or permitted under this LSA must be in 

writing and will be deemed given when personally delivered to the individual designated below or 

when actually received by means of email, overnight mail, or certified mail, return receipt 

requested, at the addresses set forth below or such other address as either party may hereafter 

designate by notice to the other party, making specific reference to this Article VIII. 
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8.2. Notice Addresses. Notices must be delivered to:

BUYER: 

Attention:

Email Address:

SELLER: Federal Deposit Insurance Corporation

Attention: Linda S. Saville

Manager, Asset Marketing

600 N Pearl Street, Suite 700

Dallas, Texas 75201

Email: AssetMarketing@FDIC.gov 

and

Federal Deposit Insurance Corporation

Attention: Frederic A. Ortiz

Counsel, Section Chief, Asset Disposition

600 N Pearl Street, Suite 700

Dallas, Texas 75201

Email: FrOrtiz@FDIC.gov

8.3. Additional Section 5.7 Notice Address. In addition to the notice addresses listed 

in Section 8.2, notice required by Section 5.7 must also be delivered to:

Federal Deposit Insurance Corporation

Attention: Aaron A. Moore

Supervisory Counsel, Section Chief, Litigation

600 N Pearl Street, Suite 700

Dallas, Texas 75201

Email: AarMoore@FDIC.gov

Article IX

Forfeiture of Earnest Money and Other Remedies

9.1. Buyer’s Failure to Close. If for any reason, without fault of Seller, Buyer fails to 

consummate a purchase on the Closing Date, upon the terms and conditions set forth in this LSA, 

Seller’s remedies will include the right to retain the Earnest Money Deposit and all other funds 

deposited with Seller, including, without limitation, any funds related to the Confidentiality

Agreement or the SDA. Buyer and Seller agree that the failure or refusal of Seller to alter or 

modify, in any way, the terms or conditions of this LSA or any other documents contained in the 

Bid Package will not constitute fault on the part of Seller. Nothing contained in this LSA is 
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intended to, nor will it be construed to, limit in any way the right of Seller to seek any other right, 

remedy, relief, or damages provided by law or equity. In addition to all legal and equitable 

remedies, Seller may, in its sole and absolute discretion, also choose to refuse to sell the Loans to 

Buyer and may refuse to allow Buyer to conduct due diligence on, or otherwise participate in, the 

sale of any other Loans offered for sale by Seller now or in the future. Buyer will not be liable for 

any of the foregoing damages if Buyer is forced to withdraw its Bid after award as the result of a 

supervisory directive issued by FDIC or other federal or state financial regulatory agency, provided 

that Seller is satisfied that such supervisory directive is legally effective. In such event, Seller will

refund the Earnest Money Deposit and any other funds deposited with Seller.

9.2. Seller’s Failure to Close. If for any reason, without fault of Buyer, Seller fails to 

consummate a sale on the Closing Date, upon the terms and conditions set forth in this LSA, 

Buyer’s exclusive remedy for such default will be liquidated damages, calculated as follows: (1) 

refund of the Earnest Money Deposit and all other funds deposited with Seller, including, without 

limitation, any funds related to the Confidentiality Agreement or the SDA; and (2) reimbursement 

by Seller of Buyer’s documented out-of-pocket expenses, not to exceed $5,000. The liquidated 

damages specified in this Section 9.2 are not penalties, but reasonable estimates of the cost to 

Buyer of the lost transaction. In no event will Seller be liable to Buyer for any other actual, 

punitive, speculative, or consequential damages, nor will Buyer be entitled to bring a claim for

specific performance of this LSA.

Article X

Miscellaneous Provisions

10.1. Severability. Each part of this LSA is intended to be severable. If any term, 

covenant, condition, or provision of this LSA is unlawful, invalid, or unenforceable for any reason 

whatsoever, such illegality, invalidity, or unenforceability will not affect the legality, validity, or 

enforceability of the remaining parts of this LSA, and all such remaining parts of this LSA will be 

valid and enforceable and have full force and effect as if the invalid or unenforceable part had not 

been included.

10.2. Construction. Unless the context otherwise requires, singular nouns and pronouns 

will be deemed to include the plural and vice versa, and impersonal pronouns will be deemed to 

include the personal pronoun of the appropriate gender.

10.3. Survival. Each and every covenant made by Buyer or Seller in this LSA survives

the Closing and will not merge into the closing documents, but instead will be independently 

enforceable.

10.4. Governing Law. This LSA and the rights and obligations under it is governed by 

and will be construed in accordance with the federal law of the United States. To the extent that 

federal law does not supply a rule of decision, this LSA will be governed by and construed and 

enforced in accordance with the laws of the State of New York, without reference to any conflict 
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of laws rule or principle that might refer the governance or construction to the law of another 

jurisdiction.

10.5. Costs, Fees, and Expenses. Except as otherwise provided, each party agrees to pay 

all costs, fees, and expenses that it incurred in connection with or incidental to the matters 

contained in this LSA, including, without limitation, any fees and disbursements to its accountants 

and counsel; provided, however, that Buyer will pay (by reimbursement to Seller, if applicable) 

all fees, costs, and expenses (other than attorneys’ fees incurred by Seller) incurred in connection 

with the transfer to Buyer of any Loan under this LSA.

10.6. Nonwaiver, Amendment, and Assignment. No provision of this LSA may be 

amended or waived except in a writing executed by all of the parties. This LSA and the terms, 

covenants, conditions, provisions, obligations, undertakings, rights, and benefits of this LSA, 

including the Attachments, are binding upon, and inure to the benefit of, the parties and their 

respective heirs, executors, administrators, representatives, successors, and assigns. 

Notwithstanding the foregoing, this LSA may not be transferred or assigned by Buyer without the 

express prior written consent of Seller, and any attempted assignment without such consent will

be void. FDIC in its corporate capacity is a third-party beneficiary with respect to this LSA, and 

there are no other third-party beneficiaries with respect to this LSA.

10.7. Drafting Presumption. This LSA will be construed fairly as to each party 

regardless of which party drafted it.

10.8. Controlling Agreement. Seller and Buyer acknowledge and agree that this LSA

will in all instances be the controlling document with respect to the terms of the sale and transfer 

of the Loans, Collateral Documents, and Collateral, and the assignment and assumption of all 

Obligations under this LSA. In the event of a conflict between the terms of this LSA and the terms 

of any other document or instrument executed in connection with this LSA and the Sale (including, 

without limitation, any translation into a foreign language of this LSA, any Collateral Document, 

or any other document or instrument executed in connection with this LSA that is prepared for 

notarization, filing, or any other purpose), the terms of this LSA will control. Furthermore, the 

terms of this LSA will in no way be or be deemed to be amended, modified, or otherwise affected 

in any manner by the terms of such other document or instrument.

10.9. Venue. Buyer and Seller agree that any legal action arising under or in connection 

with this LSA or the Sale must be instituted in the United States District Court in and for the 

District of Columbia. Buyer assents and submits to the exclusive jurisdiction of such court in any 

such action or proceeding.

10.10. Execution and Delivery; Counterparts; Waiver. 

10.10.1. Execution and Delivery. This LSA must be executed and delivered, at 

Seller’s option, either electronically (for example, digitally through a document execution 

platform such as DocuSign) or by Electronic Transfer, in accordance with Seller’s 
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instructions. If executed and delivered in accordance with Seller’s instructions, each of the 

LSA, any amendments to the LSA, and any related documents, will be treated in all manner 

and respects as an original and considered to have the same binding legal effect as if it were 

an original.

10.10.2. Counterparts. This LSA, any amendments to the LSA, and any related 

documents, may be executed in any number of counterparts, and each counterpart of the

LSA or other document, if executed and delivered in accordance with Seller’s instructions, 

will be deemed an original, and all of which when taken together constitute one and the 

same document.

10.10.3. Waiver. No signatory to this LSA, any amendments to the LSA, or any 

related documents may raise the manner of execution or delivery chosen by Seller as a 

defense to the formation or enforceability of a contract, and each party to this LSA, any 

amendments to the LSA, or any related documents forever waives any such defense.

10.11. Waiver of Jury Trial. Each party irrevocably and unconditionally waives, to 

the maximum extent permitted by applicable law, all right to trial by jury in or to have a 

jury participate in resolving any dispute, action, proceeding, or counterclaim, whether 

sounding in contract, tort, or otherwise, arising out of or relating to or in connection with 

this LSA or any of the transactions contemplated by this LSA.

10.12. Incorporation by Reference. The Bid Package will be considered part of this LSA

as if fully set forth in this LSA.

This LSA is executed on the day and year first set forth above. 

BUYER: SELLER:

FEDERAL DEPOSIT INSURANCE 

, CORPORATION, as Receiver for 

a [INSTITUTION NAME], [City], [State]

By: By:

Name: Name:

Attorney-in-Fact

Title:

[Note to FDIC Preparer: When preparing the actual LSA, check page breaks and delete this 

instruction.]
Federal Deposit Insurance Corporation A-1 [Institution Name], [City], [State]

Loan Sale Agreement – Attachment A [Sale #]

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ATTACHMENT A

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SCHEDULE OF LOANS

Pool Number[s]: [Sale Number XXX-00-00000]

This list will be provided on the Closing Date to accurately reflect the Loans, Pools, Book Value 

of such Loans as of the Calculation Date, and Seller’s designation of the Loans as Performing or 

Non-Performing.

[Note to FDIC Preparer: On the Closing Date, replace the sentence above with a list containing 

the information referenced above, and delete this instruction.]
Federal Deposit Insurance Corporation B-1 [Institution Name], [City], [State]

Loan Sale Agreement – Attachment B [Sale #]

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ATTACHMENT B

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Loan Sale Agreement

REPURCHASE PERCENTAGES

Pool Number[s]: [Sale Number XXX-00-00000]

Repurchase Percentages represent Seller’s allocation of a Buyer’s Bid Amount among the Loans 

purchased in a Pool or Pool Combination. The calculation of the Repurchase Percentage for each 

Loan will be at Seller’s sole discretion, based on Book Value or Seller’s internal valuation 

methodology, which takes into consideration factors such as the type and performance of a Loan 

(e.g., performing commercial real estate mortgage loan, or non-performing consumer loan). The 

final Repurchase Percentage for each Loan will be reflected on Attachment B at Closing.

Repurchase Percentages will be carried to the ten thousandth of one percent (e.g., 10.1255%).

[Note to FDIC Preparer: On the Closing Date, replace the sentence above with a list containing 

the information referenced above, and delete this instruction.]
Federal Deposit Insurance Corporation C-1 [Institution Name], [City], [State]

Loan Sale Agreement – Attachment C [Sale #]

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ATTACHMENT C

to

Loan Sale Agreement

[Note to FDIC Preparer: When preparing the actual Bill of Sale, delete this instruction and the 

reference to Attachment C above.]

BILL OF SALE

Pool Number[s]: [Sale Number XXX-00-00000]

For value received and pursuant to the terms and conditions of the Loan Sale Agreement 

by and between the Federal Deposit Insurance Corporation, as Receiver for [Institution Name], 

[City], [State] (“Seller”), and (“Buyer”), dated as 

of [Month] ___, 20__ (the “LSA”), Seller does hereby sell, assign, and convey to Buyer, its 

successors and assigns, all of Seller’s right, title, and interest in and to those assets described in 

Exhibit A, attached to and made a part of this Bill of Sale for all purposes, that consist of tangible 

personal property.

This Bill of Sale is executed without recourse and without representations or 

warranties, whether express, implied, or created by operation of law, except as provided in 

the LSA.

EXECUTED AS OF THE DAY OF [MONTH], 20__.

SELLER:

FEDERAL DEPOSIT INSURANCE 

CORPORATION, as Receiver for 

[INSTITUTION NAME], [City], [State]

By: By:

Name: Name:

 Witness Attorney-in-Fact

[Note to FDIC Preparer: When preparing the actual Bill of Sale, revise the footers as 

appropriate; check page breaks; attach Exhibit A, which should be the same as Attachment A to 

the LSA; and delete this instruction.]
Federal Deposit Insurance Corporation D-1 [Institution Name], [City], [State]

Loan Sale Agreement – Attachment D [Sale #]

Version 7 (AM) [Date drafted]

December 7, 2022

ATTACHMENT D

to

Loan Sale Agreement

[Note to FDIC Preparer: When preparing the actual Assignment and Assumption, delete this 

instruction and the reference to Attachment D above.]

ASSIGNMENT AND ASSUMPTION OF INTERESTS AND OBLIGATIONS 

Pool Number[s]: [Sale Number XXX-00-00000]

THIS ASSIGNMENT AND ASSUMPTION OF INTERESTS AND OBLIGATIONS (this 

“Assignment and Assumption”) is made and entered into as of the ____ day of [Month], 20__, 

by and between the Federal Deposit Insurance Corporation, as Receiver for [Institution Name], 

[City], [State] (“Assignor”), and ____________________________________________, a 

_______________________, organized and existing under the laws of 

___________________________ (“Assignee”).

Whereas, Assignor and Assignee have entered into that certain Loan Sale Agreement dated 

as of [Month] ____, 20__ (the “LSA”), pursuant to which Assignor has agreed to sell, assign, 

transfer, and convey to Assignee all of the assets identified on Exhibit A attached to this 

Assignment and Assumption (the “Assets”).

Whereas, pursuant to a Bill of Sale of even date with this Assignment and Assumption, 

Assignor has conveyed to Assignee that part of the Assets which consists of tangible personal 

property.

Whereas, part of the Assets consists of documents and instruments evidencing loans 

(including, without limitation, promissory notes, loan agreements, shared credit or participation 

agreements, inter-creditor agreements, letters of credit, reimbursement agreements, drafts, 

bankers’ acceptances, transmission system confirmations of transaction, and other evidences of 

indebtedness, including loan histories, affidavits, general collection information, correspondence,

and comments pertaining to such obligations), and equipment leases (the “Agreements to Pay”).

Whereas, another part of the Assets consists of documents securing Agreements to Pay, 

such as mortgages, deeds of trust, security agreements, loan agreements, and other documents or 

instruments of similar nature relating to the Agreements to Pay (the “Collateral Documents”).

Whereas, another part of the Assets consists of real estate, Contracts for Deed to real estate, 

and leases, tenancies, concessions, licenses, and other rights of occupancy or use related to real 

estate (including any related security deposits in Assignor’s possession) (the “Real Estate 

Interests”).
Federal Deposit Insurance Corporation D-2 [Institution Name], [City], [State]

Loan Sale Agreement – Attachment D [Sale #]

Version 7 (AM) [Date drafted]

December 7, 2022

Whereas, another part of the Assets is affected by contracts relating to the Assets, such as 

collection and service agreements (the “Miscellaneous Agreements”). The term “Miscellaneous 

Agreements” does not include loan servicing agreements between Assignor and independent 

contractors.

Whereas, under the LSA, Assignor has agreed to assign and convey to Assignee all of 

Assignor’s right, title, and interest to the Agreements to Pay, the Collateral Documents, the Real 

Estate Interests, and the Miscellaneous Agreements related to the Assets.

Whereas, Assignee has agreed to accept and assume all of Assignor’s duties, obligations,

and liabilities under the Agreements to Pay, Collateral Documents, Real Estate Interests,

Miscellaneous Agreements, and regarding Assets in litigation as set out in the LSA (the 

“Obligations”).

Whereas, the term “Advances” as used in this Assignment and Assumption means the sum 

of all unreimbursed amounts advanced by or on behalf of the failed institution that once owned the 

Assets or by Assignor (1) to protect the noteholder’s lien position or the collateral, including 

payment of ad valorem taxes and hazard and forced placed insurance as permitted by the terms of 

any loan, or (2) to meet required scheduled payments. The term “Advances” does not include (a) 

incremental funding of loan proceeds under an Agreement to Pay, such as in the case of a revolving 

credit loan or a construction loan, or (b) the payment of appraisal fees, broker opinion fees, attorney 

fees and associated legal fees, foreclosure fees, trustee fees, property inspection fees, property 

preservation and operating cost fees, tax penalties, title policies, lien search fees, or any other cost 

that can be directly associated with the collection and servicing of a loan.

NOW THEREFORE, in consideration of the foregoing and the sum of $10, and for 

other good and valuable consideration, the receipt and sufficiency of which are hereby 

acknowledged, Assignor and Assignee hereby agree as follows:

1. Assignor’s Assignment. Assignor hereby transfers, grants, conveys, and 

assigns to Assignee all of Assignor’s right, title, and interest in the Agreements to Pay, the 

Collateral Documents, the Real Estate Interests, and the Miscellaneous Agreements related to the 

Assets.

2. Assignee’s Acceptance. Assignee does hereby accept such assignment 

from Assignor and assumes all Obligations arising from and after the date of this LSA. The 

Obligations assumed include, without limitation, any and all obligations to (1) make payments 

relating to Agreements to Pay serviced by Assignor; (2) make Advances with respect to 

Agreements to Pay serviced by Assignor; (3) reimburse third-party servicers for Advances on 

Agreements to Pay; (4) make incremental disbursements of loan proceeds, such as in the case of a 

revolving credit loan or a construction loan; and (5) perform Buyer’s obligations regarding Assets 

in litigation as set out in the LSA.
Federal Deposit Insurance Corporation D-3 [Institution Name], [City], [State]

Loan Sale Agreement – Attachment D [Sale #]

Version 7 (AM) [Date drafted]

December 7, 2022

3. Assignee’s Covenants. Assignee hereby represents and warrants to, and 

covenants with, Assignor as follows:

a. Assignee understands that (1) neither the Assets, nor any interest in 

the Assets or evidence of such interest, has been registered or qualified 

under the Securities Act of 1933, as amended (the “Securities Act”), or the 

securities laws of any state or any other jurisdiction, and (2) Assignor is not 

required, and does not intend, to so register or qualify the Assets.

b. Assignee is a substantial, sophisticated investor having such 

knowledge and experience in financial and business matters, and in 

particular in matters relating to the purchase, sale, origination, or ownership 

of notes and loan participations such as the Assets, that it is capable of 

evaluating the merits and risks of investment in the Assets and understands 

and is able to bear the economic risks of such an investment (including a 

total loss of its investment and the risk that Assignee might be required to 

hold the Assets for an indefinite period of time).

c. Assignee is acquiring the Assets for investment, for its own account, 

and not for or on account of any other person or entity, and not with a view 

to or for sale in connection with a distribution within the meaning of § 5 of 

the Securities Act.

d. Assignee has been furnished with, and has had an opportunity to 

review and understands, all information relating to the Assets as has been 

requested and as is considered necessary by Assignee, and has had all 

questions arising from or relating to such review answered to the 

satisfaction of Assignee.

e. Neither Assignee nor anyone acting on its behalf has (1) offered, 

transferred, pledged, sold, or otherwise disposed of any of the Assets (or 

any interest in or evidence of the Assets), or (2) solicited any offer to buy 

or accept a transfer, pledge, or other disposition of any of the Assets (or any 

interest in or evidence of the Assets), or (3) otherwise approached or 

negotiated with respect to any of the Assets (or any other interest in or 

evidence of the Assets) with any person or entity in any manner, or taken 

any other action that would constitute a distribution under, or render the 

disposition to Assignee or the disposition by Assignee to any other party of 

any of the Assets (or any interest in or evidence of the Assets) a violation 

of the Securities Act or of any other securities law or require registration or 

qualification pursuant any such law, nor will it act, nor has it authorized or 

will it authorize any person or entity to so act, in any such manner with 

respect to the Assets (or any interest in or evidence of the Assets).
Federal Deposit Insurance Corporation D-4 [Institution Name], [City], [State]

Loan Sale Agreement – Attachment D [Sale #]

Version 7 (AM) [Date drafted]

December 7, 2022

f. Either (1) Assignee is not an employee benefit plan within the 

meaning of § 3(3) of the Employee Retirement Income Security Act of 

1974, as amended (“ERISA”) or a plan within the meaning of § 4975(e)(l) 

of the Internal Revenue Code (“IRC”), and Assignee is not, directly or 

indirectly, purchasing the Assets on behalf of, as investment manager of, as 

named fiduciary of, as trustee of or with assets of any such plan; or (2) 

Assignee’s purchase of the Assets (a) will not cause Assignor to be deemed 

a fiduciary of any such plan, or (b) either will not result in a prohibited 

transaction under § 406 of ERISA or § 4975 of the IRC or will be exempt 

from the prohibited transaction rules in § 406 of ERISA and § 4975 of the 

IRC.

4. Assignee’s Indemnification. Assignee hereby indemnifies and holds 

harmless and agrees to defend Assignor and Assignor’s agents, employees, and affiliates (the 

“Indemnified Parties”) from and against any and all damages, liabilities, losses, costs, charges, 

liens, deficiencies, and expenses of any nature (including, without limitation, reasonable attorneys’

fees and all other actual litigation costs) suffered or incurred by or assessed against the Indemnified 

Parties from and after the date of this Assignment and Assumption as a result of (1) Assignee’s 

failure to perform the assumed Obligations, or (2) Assignee’s failure to pay the assumed liabilities 

identified in Section 2 above, or (3) Assignee’s breach of any representation, warranty, or covenant 

contained in this Assignment and Assumption.

5. Beneficiaries of this Assignment and Assumption. This Assignment and 

Assumption will be binding upon and will inure to the benefit of Assignor and Assignee and their 

respective heirs, executors, administrators, representatives, successors, and assigns. The Federal 

Deposit Insurance Corporation in its corporate capacity is a third-party beneficiary with respect to 

this Assignment and Assumption, and there are no other third-party beneficiaries with respect to 

this Assignment and Assumption.

6. Incorporation of terms of LSA. This Assignment and Assumption is 

made, executed, and delivered pursuant to the LSA, and is subject to all of the terms, provisions,

and conditions of the LSA.

7. Controlling Law. This Assignment and Assumption will be governed by 

and construed in accordance with the federal law of the United States. To the extent that federal 

law does not supply a rule of decision, this Assignment and Assumption will be governed by and 

construed and enforced in accordance with the laws of the State of New York, without reference 

to any conflict of laws rule or principle that might refer the governance or construction to the law 

of another jurisdiction.

8. Execution and Delivery; Counterparts; Waiver. This Assignment and 

Assumption must be executed and delivered, at Seller’s option, either electronically (for example, 

digitally through a document execution platform such as DocuSign) or by a document signed in 

ink, scanned in its entirety, and sent by secure email attachment, in accordance with Seller’s 
Federal Deposit Insurance Corporation D-5 [Institution Name], [City], [State]

Loan Sale Agreement – Attachment D [Sale #]

Version 7 (AM) [Date drafted]

December 7, 2022

instructions, and will be treated in all manner and respects as an original and considered to have 

the same binding legal effect as if it were an original. This Assignment and Assumption may be 

executed in any number of counterparts, and each counterpart will be deemed an original, and all 

of which when taken together constitute one and the same document. No signatory to this 

Assignment and Assumption may raise the manner of execution or delivery chosen by Seller as a 

defense to the formation or enforceability of an agreement, and each party to this Assignment and 

Assumption forever waives any such defense.

IN WITNESS WHEREOF, each of the parties has caused this Assignment and Assumption 

to be executed and delivered by its duly authorized officer or agent as of the day and year first 

written above.

ASSIGNOR:

FEDERAL DEPOSIT INSURANCE 

CORPORATION, as Receiver for 

[INSTITUTION NAME], [City], [State]

By: By: 

Name: Name: 

Witness Attorney-in-Fact

ASSIGNEE: 

,

a __________ __________

By: By: 

Name: Name: 

Witness

Title: 

[Note to FDIC Preparer: When preparing the actual Assignment and Assumption, revise the 

footers as appropriate; check page breaks; attach Exhibit A, which should be the same as 

Attachment A to the LSA; and delete this instruction.]
Federal Deposit Insurance Corporation E-1 [Institution Name], [City], [State]

Loan Sale Agreement – Attachment E [Sale #]

Version 7 (AM) [Date drafted]

December 7, 2022

ATTACHMENT E

to

Loan Sale Agreement

[Note to FDIC Preparer: When preparing the actual Affidavit, delete this instruction and the 

reference to Attachment E above.]

STATE OF §

§

COUNTY OF §

LOST INSTRUMENT AFFIDAVIT

Pool Number[s]: [Sale Number XXX-00-00000]

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 Attorney-in-Fact for the Federal Deposit Insurance Corporation 

(“FDIC”) acting in its [ ] corporate capacity [ ] capacity as Receiver for [Institution Name], 

[City], [State], whose address is 600 N Pearl Street, Suite 700, Dallas, Texas 75201 (“Seller”).

2. That at the time of the preparation of transfer to ________________(“Buyer”), 

Seller 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 Buyer the Instrument had not been assigned, transferred, pledged, or 

hypothecated. A copy of the Instrument is attached to this affidavit as Exhibit A. 

[Note to FDIC Preparer: if a copy of the Instrument is available, attach it as Exhibit A; if a copy 

of the Instrument is not available, replace the foregoing sentence with the following sentence: “A 

copy of the Instrument is not available to be attached.” When preparing an actual Lost Instrument 

Affidavit, delete this instruction.]
Federal Deposit Insurance Corporation E-2 [Institution Name], [City], [State]

Loan Sale Agreement – Attachment E [Sale #]

Version 7 (AM) [Date drafted]

December 7, 2022

4. That if Seller subsequently locates the Instrument, Seller will use reasonable efforts 

to provide written notice to Buyer and deliver and endorse the Instrument to Buyer in accordance 

with written instructions received from Buyer (or from such other party designated in writing by 

Buyer).

5. That the purpose of this affidavit is to establish such facts. This affidavit does not 

confer any rights or benefits, causes or claims, or representations or warranties (including, without 

limitation, regarding ownership or title to the Instrument or the obligations evidenced thereby) 

upon Buyer, its successors or assigns. All such rights, benefits, causes or claims, and 

representations and warranties, if any, are as set forth in the Loan Sale Agreement (the “LSA”) 

between Buyer and Seller dated as of [Month] _____, 20__.

FEDERAL DEPOSIT INSURANCE 

CORPORATION, ACTING IN THE

CAPACITY STATED ABOVE

By:

Name:

Attorney-in-Fact

JURAT

Signed and sworn to before me this day of , .

Notary Public

[SEAL] My Commission expires:
Federal Deposit Insurance Corporation E-3 [Institution Name], [City], [State]

Loan Sale Agreement – Attachment E [Sale #]

Version 7 (AM) [Date drafted]

December 7, 2022

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 document, as Attorney-in-Fact of the 

Federal Deposit Insurance Corporation acting in the capacity stated above, and acknowledged to 

me that s/he executed the document as the act of the Federal Deposit Insurance Corporation, 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 ___________________,

20__.

Notary Public

[SEAL] My Commission expires: 

[Note to FDIC Preparer: If a copy of the Instrument is available, attach it as Exhibit A. When 

preparing an actual Lost Instrument Affidavit, delete this instruction.]
Federal Deposit Insurance Corporation F-1 [Institution Name], [City], [State]

Loan Sale Agreement – Attachment F [Sale #]

Version 7 (AM) [Date drafted]

December 7, 2022

ATTACHMENT F

to

Loan Sale Agreement

(For use with Loans in Bankruptcy)

[Note to FDIC Preparer: When preparing the actual Bankruptcy Assignment, delete this 

instruction and the reference to Attachment F above.]

STATE OF §

§

COUNTY OF §

ASSIGNMENT OF BANKRUPTCY CLAIM

Pool Number[s]: [Sale Number XXX-00-00000]

The Federal Deposit Insurance Corporation, acting [ ] in its corporate capacity [ ] in its 

capacity as Receiver for [Institution Name], [City], [State] (“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

(“Assignee”) of {insert Buyer’s address}

, , , his/her/its successors and assigns, all of 

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 of Bankruptcy Claim 

(“Bankruptcy Assignment”) is made pursuant to the terms and conditions as set forth in that 

certain Loan Sale Agreement between Assignor and Assignee dated {insert the date of the 

governing Loan Sale Agreement} (the “LSA”).

For purposes of Bankruptcy Rule 3001, this Bankruptcy Assignment represents the 

unconditional transfer of the Bankruptcy Claim or such part of the Claim as is based on the 

promissory note or notes described above and constitute the statement of the transferor 

acknowledging the transfer and stating the consideration for the transfer as required by said 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 LSA, through which numerous debts were 

sold; no specific amount of the total consideration was assigned to the debt that forms the basis of 

the Bankruptcy Claim.
Federal Deposit Insurance Corporation F-2 [Institution Name], [City], [State]

Loan Sale Agreement – Attachment F [Sale #]

Version 7 (AM) [Date drafted]

December 7, 2022

[Note to FDIC Preparer: If only one Asset (such as a participation) was sold under an LSA, delete

the following language in the paragraph above: “, through which numerous debts were sold; no 

specific amount of the total consideration was assigned to the debt that forms the basis of the 

Bankruptcy Claim” so that the period follows the word “LSA.” When preparing an actual 

Bankruptcy Assignment, delete this and all other instructions.]

This Bankruptcy Assignment also evidences the unconditional transfer of Assignor’s 

interest in any security held for the Bankruptcy Claim.

IN WITNESS WHEREOF, Assignor has executed this Bankruptcy Assignment on this 

day of , _____.

FEDERAL DEPOSIT INSURANCE

CORPORATION, ACTING IN THE

CAPACITY STATED ABOVE

By:

Name:

Attorney-in-Fact

[Note to FDIC Preparer: When preparing an actual Bankruptcy Assignment, delete this and all 

other instructions.]
Federal Deposit Insurance Corporation G-1 [Institution Name], [City], [State]

Loan Sale Agreement – Attachment G [Sale #]

Version 7 (AM) [Date drafted]

December 7, 2022

ATTACHMENT G

to

Loan Sale Agreement

[Note to FDIC Preparer: Legal and Customer Service will prepare the actual LPOA, and this 

instruction and the reference to Attachment G above will be deleted.]

LIMITED POWER OF ATTORNEY

Pool Number[s]: [Sale Number XXX-00-00000]

KNOW ALL PERSONS BY THESE PRESENTS, that the FEDERAL DEPOSIT 

INSURANCE CORPORATION, a corporation organized and existing under an Act of Congress 

(“FDIC”) hereby designates each of the officers or employees of 

(“Buyer”) set out below as Attorney-in-Fact (the “Attorneys-in-Fact”) for the sole purpose of 

executing the documents outlined below:

[names of individual officers or employees of Buyer]

WHEREAS, the undersigned has full authority to execute this instrument on behalf of 

FDIC under applicable Resolutions of FDIC’s Board of Directors and redelegations thereof.

NOW THEREFORE, FDIC grants to each of the Attorneys-in-Fact the authority, subject 

to the limitations herein, as follows:

1. To execute, acknowledge, seal, and deliver on behalf of FDIC, as Receiver for 

[Institution Name], [City], [State] (“Receiver”), all instruments of transfer and conveyance, 

appropriately completed, with all ordinary or necessary endorsements, acknowledgments, and 

supporting documents as may be necessary or appropriate to evidence the sale and transfer of any 

asset contained in the Pools referenced above, pursuant to and in accordance with the terms of that 

certain Loan Sale Agreement dated as of _____________ [date of LSA] (the “LSA”), between 

Receiver and Buyer. Notwithstanding the generality of the foregoing, the LSA expressly precludes 

the Attorneys-in-Fact from executing deeds or other conveyances of real property.

The form which the Attorneys-in-Fact must use for endorsing promissory notes or preparing 

allonges to promissory notes is as follows:

Pay to the order of

Without Recourse

FEDERAL DEPOSIT INSURANCE 

CORPORATION, as Receiver for 

[INSTITUTION NAME], [City], [State]
Federal Deposit Insurance Corporation G-2 [Institution Name], [City], [State]

Loan Sale Agreement – Attachment G [Sale #]

Version 7 (AM) [Date drafted]

December 7, 2022

By: 

Name: 

Attorney-in-Fact

All other documents of assignment, conveyance, or transfer must contain this sentence: “This 

assignment is made without recourse, representation, or warranty, express or implied, by the 

Federal Deposit Insurance Corporation (FDIC) in its corporate capacity or in its capacity as 

receiver.”

2. FDIC further grants 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

(this “LPOA”) as fully as FDIC 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 LPOA will be effective from ___________ [date of LSA] (the “Effective Date”), and 

will continue in full force and effect through ____________ [two year anniversary of date of LSA], 

unless otherwise terminated by an official of FDIC authorized to do so by the Board of Directors 

(a “Revocation”). Upon a Revocation, this LPOA will be automatically revoked. Additionally, 

upon the termination of employment from Buyer (for any reason) of any Attorneys-in-Fact named 

herein, such terminated employee’s power and authority provided pursuant to this LPOA will

immediately be revoked and be of no further force and effect as of the date of such termination. 

Any third party may rely upon this document as to the named individuals’ authority to exercise the 

powers herein granted unless (1) a Revocation has been recorded in the public records of the Office 

of the County Clerk of Dallas County, Texas; (2) a Notice of the Receivership Termination has 

been published in the Federal Register; or (3) a third party has received actual notice of a 

Revocation. 

The FDIC ratifies, adopts, and agrees to be bound by the documents executed by an 

Attorney-in Fact acting on the FDIC’s behalf during the term between the Effective Date and the 

execution of this LPOA, to the extent that said acts were within the scope of the authority granted 

to the Attorney-in-Fact pursuant to this LPOA.

[Remainder of page intentionally left blank.]
Federal Deposit Insurance Corporation G-3 [Institution Name], [City], [State]

Loan Sale Agreement – Attachment G [Sale #]

Version 7 (AM) [Date drafted]

December 7, 2022

IN WITNESS WHEREOF, FDIC, by its duly authorized officer empowered by appropriate 

resolution of its Board of Directors, has caused these presents to be executed and subscribed in its 

name, effective as of the Effective Date.

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:

Witness

Name:

Witness

Name:

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 s/he 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: