Federal Deposit Insurance Corporation
Loan Pool Number(s):
Version 1.5 (AM – Hard Copy Version)
This Confidentiality Agreement ("Agreement") is designed in two parts. When executing
this Agreement, you will be agreeing to either Confidentiality Agreement Part A ("Part A") or to
Confidentiality Agreement Part B ("Part B"), as appropriate.
Part A applies to an individual ("Bidder") who is authorized, in its individual capacity
and on behalf of a disclosed principal, to enter a bid and bind the principal according to the terms
and conditions of a sale.
Part B, which begins on page 5 of this Agreement, applies to an individual ("Assisting
Party") who is an employee, officer or director of either (a) Bidder (including those of its affiliates),
(b) Bidder's agent or representative (including its attorney, accountant or financial advisor) or (c) a
third party (such as an equity investor, servicer or contractor), and who has a need to access the
Evaluation Material for the purpose of assisting and advising Bidder in evaluating the Loans or
entering a bid.
Part A: Bidders
By executing this Agreement, Bidder hereby enters into and agrees to be bound by all terms
and conditions of this Part A as of the Effective Date (defined below) in favor of and for the benefit
of the Federal Deposit Insurance Corporation, in its Corporate and/or Receivership capacity
WHEREAS, from time to time, FDIC offers for sale certain assets ("Loans") from failed
depository institutions in offerings ("Offering(s)"), and in connection therewith FDIC distributes or
otherwise makes available to prospective bidders a package of materials ("Bid Package"), including,
among other things, a form of Loan Sale Agreement (the "LSA");
WHEREAS, Bidder is a substantial, sophisticated purchaser who ha