purchase and assumption agreement whole bank all deposits - FDIC

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Federal Deposit Insurance Corporation Receiver ofAlliance Bank 1601 Bryan Street, Suite 1700 Dallas, Texas 75201 Attention: Regional Counsel (Litigation Branch) 13.8 Manner of Payment. All payments due under this Agreement shall be in lawful money ofthe United States ofAmerica in immediately available funds as each party hereto may specify to the other parties; provided, that in the event the Receiver or the Corporation is obligated to make any payment hereunder in the amount of $25,000.00 or less, such payment may be made by check. 13.9 Costs, Fees and Expenses. Except as otherwise specifically provided herein, each party hereto agrees to pay all costs, fees and expenses which it has incurred in connection with or incidental to the matters contained in this Agreement, including without limitation any fees and disbursements to its accountants and counsel; provided, that the Assuming Bank shall pay all fees, costs and expenses (other than attorneys' fees incurred by the Receiver) incurred in connection with the transfer to it ofany Assets or Liabilities Assumed hereunder or in accordance herewith. 13.10 Waiver. Each ofthe Receiver, the Corporation and the Assuming Bank may waive its respective rights, powers or privileges under this Agreement; provided, that such waiver shall be in writing; and further provided, that no failure or delay on the part ofthe Receiver, the Corporation or the Assuming Bank to exercise any right, power or privilege under this Agreement shall operate as a waiver thereof, nor will any single or partial exercise ofany right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise ofany other right, power or privilege by the Receiver, the Corporation, or the Assuming Bank under this Agreement, nor will any such waiver operate or be construed as a future waiver ofsuch right, power or privilege under this Agreement. 13.11 Severabilitv. Ifany provision ofthis Agreement is declared invalid or unenforceable, then, to the extent possible, all ofthe remaining provisions ofthis Agreement shall remain in full force and effect and shall be binding upon the parties hereto. 13.12 Term of Agreement. This Agreement shall continue in full force and effect until the sixth (6th) anniversary ofBank Closing; provided, that the provisions ofSection 6.3 and 6.4 shall survive the expiration ofthe term ofthis Agreement. Provided, however, the receivership of the Failed Bank may be terminated prior to the expiration ofthe term ofthis Agreement; in such event, the guaranty ofthe Corporation, as provided in and in accordance with the provisions of Section 12.7 shall be in effect for the remainder ofthe term. Expiration ofthe term ofthis Agreement shall not affect any claim or liability ofany party with respect to any (i) amount which is owing at the time ofsuch expiration, regardless ofwhen such amount becomes payable, and (ii) breach of this Agreement occurring prior to such expiration, regardless ofwhen such breach is discovered. Whole Bank P&A w/Loss Sharing Alliance Bank 36 February 6, 2009 Culver City, CA
13.13 Survival of Covenants, Etc. The covenants, representations, and warranties in this Agreement shall survive the execution ofthis Agreement and the consummation ofthe transactions contemplated hereunder. [Signature Page Follows] Whole Bank P&A w/Loss Sharing Alliance Bank 37 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: othen:vise specifically provided in
Page 44 and 45: SCHEDULE 3.1 - Certain Assets Purch
Page 46 and 47: SCHEDULE 3.2- Purchase Price of Ass
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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purchase and assumption agreement whole bank all deposits - FDIC

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