purchase and assumption agreement whole bank all deposits - FDIC
purchase and assumption agreement whole bank all deposits - FDIC
purchase and assumption agreement whole bank all deposits - FDIC
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4.14 Reserved.<br />
4.15 Agreement with Respect to Loss Sharing. The Assuming Bank sh<strong>all</strong> be entitled<br />
to require reimbursement from the Receiver for loss sharing on certain loans in accordance with<br />
the Single Family Shared-Loss Agreement attached hereto as Exhibit 4.15A <strong>and</strong> the Non-SF<br />
Shared-Loss Agreement attached hereto as Exhibit 4.15B, collectively, the "Shared-Loss<br />
Agreements." The Loans that sh<strong>all</strong> be subject to the Shared-Loss Agreements are identified on<br />
the Schedule ofLoans 4.15A <strong>and</strong> 4.15B attached hereto.<br />
ARTICLE V<br />
DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK<br />
5.1 Payment of Checks, Drafts <strong>and</strong> Orders. Subject to Section 9.5, the Assuming<br />
Bank agrees to pay <strong>all</strong> properly drawn checks, drafts <strong>and</strong> withdrawal orders ofdepositors ofthe<br />
Failed Bank presented for payment, whether drawn on the check or draft forms provided by the<br />
Failed Bank or by the Assuming Bank, to the extent that the Deposit balances to the credit ofthe<br />
respective makers or drawers assumed by the Assuming Bank under this Agreement are<br />
sufficient to permit the payment thereof, <strong>and</strong> in <strong>all</strong> other respects to discharge, in the usual course<br />
ofconducting a <strong>bank</strong>ing business, the duties <strong>and</strong> obligations ofthe Failed Bank with respect to<br />
the Deposit balances due <strong>and</strong> owing to the depositors ofthe Failed Bank assumed by the<br />
Assuming Bank under this Agreement.<br />
5.2 Certain Agreements Related to Deposits. Subject to Section 2.2, the Assuming<br />
Bank agrees to honor the terms <strong>and</strong> conditions of any written escrow or mortgage servicing<br />
<strong>agreement</strong> or other similar <strong>agreement</strong> relating to a Deposit liability assumed by the Assuming<br />
Bank pursuant to this Agreement.<br />
5.3 Notice to Depositors.<br />
(a) Within seven (7) days after Bank Closing, the Assuming Bank sh<strong>all</strong> give (i) notice<br />
to depositors ofthe Failed Bank ofits <strong>assumption</strong> ofthe Deposit liabilities ofthe Failed Bank,<br />
<strong>and</strong> (ii) any notice required under Section 2.2, by mailing to each such depositor a notice with<br />
respect to such <strong>assumption</strong> <strong>and</strong> by advertising in a newspaper ofgeneral circulation in the county<br />
or counties in which the Failed Bank was located. The Assuming Bank agrees that it will obtain<br />
prior approval of<strong>all</strong> such notices <strong>and</strong> advertisements from counsel for the Receiver <strong>and</strong> that such<br />
notices <strong>and</strong> advertisements sh<strong>all</strong> not be mailed or published until such approval is received.<br />
(b) The Assuming Bank sh<strong>all</strong> give notice by mail to depositors ofthe Failed Bank<br />
concerning the procedures to claim their <strong>deposits</strong>, which notice sh<strong>all</strong> be provided to the<br />
Assuming Bank by the Receiver or the Corporation. Such notice sh<strong>all</strong> be included with the notice<br />
to depositors to be mailed by the Assuming Bank pursuant to Section 5.3(a).<br />
(c) Ifthe Assuming Bank proposes to charge fees different from those charged by the<br />
Failed Bank before it establishes new deposit account relationships with the depositors ofthe<br />
Whole Bank P&A w/L{}SS Sharing Alliance Bank<br />
23<br />
February 6, 2009 Culver City, CA
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