purchase and assumption agreement whole bank all deposits - FDIC

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SCHEDULE 3.2- Purchase Price of Assets or assets (a) cash and receivables from depository institutions, including cash items in the process ofcollection, plus interest thereon: (b) securities (exclusive ofthe capital stock of Acquired Subsidiaries), plus interest thereon: (c) federal funds sold and repurchase agreements, ifany, including interest thereon: (d) Loans: (e) credit card business, ifany, including all outstanding extensions ofcredit and offensive litigation, but excluding any class action lawsuits related to the credit card business: (f) Safe Deposit Boxes and related business, safekeeping business and trust business, if any: (g) Records and other documents: (h) capital stock ofany Acquired Subsidiaries: (i) amounts owed to the Failed Bank by any Acquired Subsidiary: (j) assets securing Deposits ofpublic money, to the extent not otherwise purchased hereunder: (k) Overdrafts ofcustomers: (1) rights, ifany, with respect to Qualified Financial Contracts: Book Value Fair Market Value [As provided in Section 3.2(b)] Book Value Book Value Book Value Book Value Book Value Book Value Book Value Book Value Book Value Fair Market Value [As provided in Exhibit 3.2(c)] Whole Bank P&A w/Loss Sharing Alliance Bank 42 February 6, 2009 Culver City, CA
(m) rights ofthe Failed Bank to provide Book Value mortgage servicing for others and to have mortgage servicing provided to the Failed Bank by others and related contracts. assets subject to an option to purchase: (a) Bank Premises: Fair Market Value (b) Furniture and Equipment: Fair Market Value (c) Fixtures: Fair Market Value (d) Other Equipment: Fair Market Value Whole Bank P&A w/Loss Sharing Alliance Bank 43 February 6, 2009 Culver City, CA
Page 1 and 2: PURCHASE AND ASSUMPTION AGREEMENT W
Page 3 and 4: ARTICLE V 5.1 5.2 5.3 ARTICLE VI 6.
Page 5 and 6: PURCHASE AND ASSUMPTION AGREEMENT W
Page 7 and 8: "Bank Closing" means the close of b
Page 9 and 10: (2) Both parties are well informed
Page 11 and 12: "Other Real Estate" means all inter
Page 13 and 14: Assuming Bank, if such securing Ass
Page 15 and 16: plans, if any, unless the Receiver
Page 17 and 18: (iii) a statement ofthe estimated R
Page 19 and 20: discretion (together with all Credi
Page 21 and 22: whatever action is necessary to acc
Page 23 and 24: Furniture and Equipment and Fixture
Page 25 and 26: Failed Bank provides mortgage servi
Page 27 and 28: 4.14 Reserved. 4.15 Agreement with
Page 29 and 30: 6.3 Preservation of Records. The As
Page 31 and 32: whether by way oftransfer, set-off,
Page 33 and 34: any ofits Subsidiaries, which, eith
Page 35 and 36: (2) claims with respect to any liab
Page 37 and 38: (g) take reasonable action as the R
Page 39 and 40: othen:vise specifically provided in
Page 41: 13.13 Survival of Covenants, Etc. T
Page 44 and 45: SCHEDULE 3.1 - Certain Assets Purch
Page 48 and 49: EXHIBIT 3.2(c) --VALUATION OF CERTA
Page 50 and 51: EXHIBIT 4.13 INTERIM ASSET SERVICIN
Page 52 and 53: SCHEDULE 4.l5A LOANS SUBJECT TO LOS
Page 55 and 56: Then-Current Interest Rate. Each Re
Page 57 and 58: shown in Exhibit 2a, Exhibit 2b, or
Page 59 and 60: (d) Payments With Respect to Shared
Page 61 and 62: 2.7 Sale of Single Family Shared-Lo
Page 63 and 64: Bank exercises its option under thi
Page 65 and 66: 6.1 Expenses. Except as otherwise e
Page 67 and 68: Exhibit 1 Monthly Certificate SEE F
Page 72: Calculation of Loss For Restructure
Page 78 and 79: 90- 119 days past due 120 and over
Page 80 and 81: Objective FDIC MORTGAGE LOAN MODIFI
Page 82 and 83: 3. Modified loans shall not include
Page 84 and 85: EXHIBIT 4.15B NON-SINGLE FAMILY SHA
Page 86 and 87: "FDIC Party" has the meaning provid
Page 88 and 89: Shared-Loss Quarter; plus (ii) the
Page 90 and 91: "Recovery Amount" has the meaning p
Page 92 and 93: "Review Board" has the meaning prov
Page 94 and 95: (B) the aggregate amount ofReimburs
Page 96 and 97:
collection ofany such Asset, that s
Page 98 and 99:
such other actions as may be necess
Page 100 and 101:
public health or safety, or of suff
Page 102 and 103:
Day of each Calendar Quarter during
Page 104 and 105:
(iv) except as otherwise provided h
Page 106:
550 17th Street, N.W. Washington, D
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