Outside Counsel Deskbook

Foreign Firm Legal Services Agreement

LEGAL SERVICES AGREEMENT

FOREIGN LAW FIRMS

This Legal Services Agreement between your firm and the Legal Division of the Federal Deposit Insurance Corporation (“FDIC”) in all capacities governs all legal services rendered to the FDIC. This is not a referral or engagement for legal services. The Legal Division makes referrals pursuant to this agreement by Legal Division attorneys with delegated authority, and referrals may contain supplemental requests or instructions.

Our relationship will also be governed by and subject to applicable policies, requirements, practices and procedures set forth in the FDIC's Outside Counsel Deskbook (the Deskbook), incorporated herein by reference, as from time-to-time amended. You represent, warrant and covenant that (i) your firm has no conflict with the interests of the FDIC that has not been disclosed in writing to the FDIC; (ii) you will advise us immediately of all conflicts that develop in the future; (iii) each of the attorneys and paraprofessionals in your firm who provides services to the FDIC has reviewed, understands and agrees to act strictly in compliance with the provisions, requirements and policies identified in the Deskbook that apply to your firm; and (iv) all information submitted in connection with your registration with the FDIC Legal Division is and remains accurate and complete and that you will advise us promptly in writing of any potential conflict of interest.

Your firm agrees to provide legal services in accordance with the fee or hourly rate structure (for each attorney and paraprofessional assigned to work on FDIC matters) set forth in US currency on the attached rate schedule, which may be amended only upon written consent of the Legal Division. FDIC agree to process for payment all undisputed invoices submitted by the firm in proper order promptly upon receipt. Absent extraordinary circumstances, the FDIC will not pay invoices submitted over one year from the date of the services rendered.

This agreement remains in effect for two years from the effective date set forth below subject, however, to earlier termination by the Legal Division without cause or advance notice. In the event your firm is providing services under any referrals as of the expiration date of this agreement, this agreement will continue for the sole purpose of completing such referrals under the same terms and conditions until the earliest date: (i) all such referrals are completed; (ii) your firm and the FDIC execute a new Legal Services Agreement; or (iii) the FDIC exercises its right to terminate this agreement. Upon termination, you agree to comply with the provisions set forth in the Deskbook and to forward upon demand of the Legal Division all files and documents concerning all FDIC engagements, including all work products of your firm.

The Legal Division will send all notices to you pursuant to this agreement to the address indicated above, and you agree to send all notices to the Legal Division to:
Legal Division, Federal Deposit Insurance Corporation, Attention: Legal Services & Special Contracts Group, VS-E-6097, 3501 Fairfax Drive, Arlington, VA 22226.

The parties expressly agree that the laws of the United States of America will govern and control this agreement.