Security Deposit Agreement by WoodyWoodcock

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									                               Security Deposit Agreement


THIS AGREEMENT, entered into by and between the Federal Deposit Insurance Corporation
("FDIC"), as receiver for various failed financial institutions (the "Seller") and the Person
registered with the FDIC or it’s financial advisor to bid on Loans (the "Bidder"). This Agreement
is effective as of the date on which Bidder first clicks on the “I Agree” button at the end of this
Agreement.


                               PRELIMINARY STATEMENT

In connection with obtaining certain information for the potential submission of bids, from time
to time, by the Bidder for any of various “Loans” as defined in the Loan Sale Agreement ( the
“Loans”) offered by the Seller, the Bidder is required, among other things, to execute and deliver
an agreement by Bidder to keep certain information confidential ( the “Confidentiality
Agreement”). Capitalized terms and phrases not otherwise defined herein shall have the
meanings ascribed to them in the Confidentiality Agreement In addition, as security for the
performance and compliance with the terms, conditions and covenants of the Bidder and its
Representatives contained in the Confidentiality Agreement, the Bidder has agreed to post a
security deposit in the amount of Fifty Thousand ($50,000) Dollars.


NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the Bidder and the Seller, intending to be legally bound, hereby agree as follows:


1) Security Deposit: As security for the performance and observance by the Bidder and its
Representatives, as defined in the Confidentiality Agreement, of all of their respective
obligations under the Confidentiality Agreement, the Bidder shall, contemporaneously with the
execution and delivery of this Agreement, deposit the sum of Fifty Thousand ($50,000) Dollars
(the “Security Deposit”) with the Seller. If the Seller shall have accepted the Bidder’s
application to bid, from time to time, on Loans held by the Seller, the Security Deposit shall be
held by the Seller, pursuant to this Agreement as a security deposit during the term of the
Bidder’s registration as a bidder for Seller Loans. The Security Deposit is a partial deposit
against potential liability for breach by the Bidder of the Confidentiality Agreement. If the
Seller shall not have accepted the Bidder’s application to bid on Loans held by the Seller, any
Security Deposit made in connection therewith and received by the Seller shall be returned to the
Bidder. The Security Deposit shall not earn interest while on deposit with the Seller.

2) Bidder Breach: In the event of a breach by the Bidder in the performance, compliance or
observance of any of the terms, conditions or covenants of the Confidentiality Agreement, then
the Seller may, at its option and without notice, apply all or part of the Security Deposit in full or
partial payment of such breach. The foregoing shall not be construed to limit the amount of
damages to which the Seller shall be entitled in the event of a breach of the Confidentiality
Agreement and the Seller may, in its sole discretion, exercise any or all legal or equitable rights or

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remedies to which the Seller is entitled against the Bidder on account of the Bidder’s breach of the
Confidentiality Agreement.

3) Return of the Security Deposit: If the Bidder’s registration with the Seller shall have expired
the Seller shall return the Security Deposit, without interest, if, in its sole discretion, it shall
determine that at the time of the request, the registered Bidder shall not have appeared to have
breached the Confidentiality Agreement. The return of the Security Deposit shall not release the
Bidder from such liability under the Confidentiality Agreement.

4) Request for Early Return of Security Deposit: If, prior to the expiration of the Bidder’s
registration, the Bidder shall inform the Seller that it no longer intends to bid on Seller Loans and
requests a return of the Security Deposit, the Seller shall return the security deposit or balance
thereof , without interest, if, in its sole discretion, it shall determine that at the time of the
request, the registered Bidder shall not have appeared to have breached the Confidentiality
Agreement. The Seller shall return the Security Deposit sixty (60) days after the latter to occur
of: (i) the date the Bidder made the request for the return of the Security Deposit; or (ii) the last
date that the Bidder submitted a bid on Seller’s Loans. If a Bidder shall have received the return
of the Security Deposit prior to the expiration of the Bidder’s registration, it and its
Representatives may not subsequently re-register to bid on the Seller’s assets or have access to
PII Level Detail information until the Bidder’s original registration would have expired. The
return of the Security Deposit shall not release the Bidder from liability under the Confidentiality
Agreement and the Seller may subsequently hold the formerly registered Bidder liable for the
breach of the Confidentiality Agreement.


5) Delivery Instructions: Before obtaining PII Level Detail information, Bidders shall deliver
the Security Deposit by wire transfer in accordance with the following Wire Transfer
Instructions:
                     BANK: Federal Home Loan Bank of New York
                     ROUTING #: 0260-0973-9
                     FOR CREDIT TO: FDIC National Liquidation Account
                     ACCOUNT #: 107601
                     Attention:    [A/O or Tech Name/Asset Marketing]
                     Bidder's Name: ______________________________


6) Return Process: If the Seller determines it will return any Security Deposit, it will do so by
wire transfer within the specified time periods. For the return of the Security Deposit, the
registered Bidder must provide to the Seller, with a written statement that either: (1) its
registration as a Bidder has expired: or (2) it no longer intends to bid on Seller’s assets and
requests an early return of the Security Deposit. In either case, the statement on the Bidder’s
company letterhead, shall also include the Bidder's: (i) contact name, business name, address
(city, state, zip code); (ii) phone number; (iii) and Tax Identification Number (TIN) or social
security number (SSN); (iv) a separate completed and signed W-9 Form; (v) the Bidder’s
Registration Number, as hereinafter defined; and (vi) wire transfer instructions to ONLY the
account in the name of the Bidder. Such statement shall be signed by an authorized officer or
other representative of the Bidder. Bidders must email this information to the FDIC's email
address at: WSDeposits@fdic.gov.
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7) Amendment; Waivers: This Agreement may be amended from time to time only by written
agreement of the Seller and the Bidder. Any forbearance, failure, or delay by the Seller in
exercising any right, power, or remedy hereunder shall not be deemed to be a waiver thereof, and
any single or partial exercise by the Seller of any right, power or remedy hereunder shall not
preclude the further exercise hereof. Every right, power and remedy of the Seller shall continue
in full force and effect until specifically waived by Seller in writing.

8) Effect of Invalidity of Provisions: In case any one or more of the provisions contained in
this Agreement should be or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall in no way be
affected, prejudiced or disturbed thereby.

9) Governing Law; Waiver of Jury Trial. This Agreement shall 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 Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York, without regard to conflict of laws principles
thereof. The Bidder hereby irrevocably agrees that any action or proceeding against it arising out
of or in any manner relating to this Agreement may be brought in United States District Court in
and for the District of Columbia, the Bidder expressly and irrevocably assents and submits to the
exclusive jurisdiction of such court in any such action or proceeding. The Bidder and the Seller
each irrevocably agrees to waive any rights it may have to a jury trial in any action or proceeding
against it arising out of or relating in any manner to this Agreement.

10) Notices. All written communications hereunder shall be mailed, telecopied or delivered at
the respective address as listed in the Confidentiality Agreement or other bidder registration
information given by the Bidder or at such other address as shall be designated by a party in a
written notice to the other parties. All such notices and communications shall be effective when
delivered to the address where such notice is to be given.

11) Counterparts. This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.

12) Binding Effect- Seller. Acceptance and retention of the Security Deposit together with the
issuance by the Seller of a unique Bidder Registration number (the “Bidder Registration
Number”) to the Bidder shall constitute the Seller’s acknowledgement and agreement to be
bound by the terms and conditions contained herein.

13) Electronic Execution-Bidder By clicking the “I Agree” button below (or when electronically
reaffirming this Agreement at any time and from time to time) Bidder shall be bound by all the
terms and conditions of this Agreement




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