purchase and assumption agreement whole bank all deposits - FDIC

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Ifto Receiver, to: Federal Deposit Insurance Corporation as Receiver for Alliance Bank, Culver City, CA Division ofResolutions and Receiverships 550 17th Street, N.W. Washington, D.C. 20429 Attention: Ralph Malarni, Manager, Capital Markets with a copy to: Federal Deposit Insurance Corporation as Receiver for Alliance Bank, Culver City, CA RoomE7056 3501 Fairfax Drive, Arlington, VA 2226 Attn: Special Issues Unit With respect to a notice under Section 3.5 ofthis Single Family Shared-Loss Agreement, copies of such notice shall be sent to: Ifto Assuming Bank, to: Dennis Uyemura Managing Director/CFO California Bank & Trust 11622 El Camino Real, Suite 200 San Diego, CA 92130 with a copy to: Alvin Lee Senior Vice President Zions Bancorporation 300 Lakeside Drive Eighth Floor Oakland, CA 94612 Federal Deposit Insurance Corporation Legal Division 1910 Pacific A venue Dallas, Texas 75201 Attention: Regional Counsel Such Persons and addresses may be changed from time to time by notice given pursuant to the provisions ofthis Article V. Any notice, demand or other communication delivered pursuant to the provisions ofthis Article IV shall be deemed to have been given on the date actually received. ARTICLE VI --MISCELLANEOUS Whole Bank P&A w/Loss Sharing Alliance Bank 60 February 6, 2009 Culver City, CA
6.1 Expenses. Except as otherwise expressly provided herein, all costs and expenses incurred by a party hereto in connection with this Single Family Shared-Loss Agreement shall be borne by such party whether or not the transactions contemplated herein shall be consummated. 6.2 Successors and Assigns; Specific Performance. All terms and provisions ofthis Single Family Shared-Loss Agreement shall be binding upon and shall inure to the benefit ofthe parties hereto only; provided, however, that, Receiver may assign or otherwise transfer this Single Family Shared-Loss Agreement (in whole or in part) to the Federal Deposit Insurance Corporation in its corporate capacity without the consent of Assuming Bank. Notwithstanding anything to the contrary contained in this Single Family Shared-Loss Agreement, except as is expressly permitted in this Section 6.2, Assuming Bank may not assign or otherwise transfer this Single Family Shared-Loss Agreement (in whole or in part) without the prior written consent of the Receiver, which consent may be granted or withheld by the Receiver in its sole discretion, and any attempted assignment or transfer in violation ofthis provision shall be void ab initio. 6.3 Governing Law. This Single Family Shared-Loss Agreement shall be construed in accordance with federal law, or, ifthere is no applicable federal law, the laws ofthe State of New York, without regard to any rule of conflict oflaw that would result in the application ofthe substantive law of any jurisdiction other than the State ofNew York. 6.4 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND 1JNCONDITIONALL Y WANES ALL RIGHT TO TRIAL BY JURY IN OR TO HAVE A HJRY PARTICIPATE IN RESOLVING ANY DISPUTE, ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO OR IN CONNECTION WITH THIS SINGLE FAMILY SHARED-LOSS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. 6.5 Captions. All captions and headings contained in this Single Family Shared-Loss Agreement are for convenience of reference only and do not form a part of, and shall not affect the meaning or interpretation of, this Single Family Shared-Loss Agreement. 6.6 Entire Agreement; Amendments. This Single Family Shared-Loss Agreement, including the Exhibits and any other documents delivered pursuant hereto, embody the entire agreement ofthe parties with respect to the subject matter hereof, and supersede all prior representations, warranties, offers, acceptances, agreements and understandings, written or oral, relating to the subject matter herein. This Single Family Shared-Loss Agreement may be amended or modified or any provision thereof waived only by a written instrument signed by both parties or their respective duly authorized agents. 6.7 Severability. Whenever possible, each provision ofthis Single Family Shared- Loss Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision ofthis Single Family Shared-Loss Agreement is held to be prohibited by or invalid, illegal or unenforceable under applicable law, such provision shall be construed and enforced as if it had been more narrowly drawn so as not to be prohibited, invalid, illegal or unenforceable, and the validity, legality and enforceability ofthe remainder ofsuch provision Whole Bank P&A w/Loss Sharing Alliance Bank 61 February 6, 2009 Culver City, CA
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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 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: Bank exercises its option under thi
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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