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DOCUMENT TITLE:  PURCHASE AND ASSUMPTION AGREEMENT .
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Clause Heading
2.1 - Liabilities Assumed by Assuming Bank.
2.2 - Interest on Deposit Liabilities.
2.3 - Unclaimed Deposits.
2.4 - Employee Plans.
3.1 - Assets Purchased by Assuming Bank.
3.2 - Asset Purchase Price.
3.3 - Manner of Conveyance; Limited Warranty; Nonrecourse; Etc.
(a) - Puts Prior to the Settlement Date.
(b) - Notices to the Receiver.
(c) - Purchase by Receiver.
(d) - Purchase Price and Payment Date.
(e) - Servicing.
(f) - Reversals.
3.5 - Assets Not Purchased by Assuming Bank.
3.6 - Retention or Repurchase of Assets Essential to Receiver.
ARTICLE IV - ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS
4.1 - Continuation of Banking Business.
4.2 - Agreement with Respect to Credit Card Business.
4.3 - Agreement with Respect to Safe Deposit Business.
4.4 - Agreement with Respect to Safekeeping Business.
(d) - Occupancy.
4.5 - Agreement with Respect to Trust Business.
(a) - Option to Purchase.
(b) - Option to Lease.
(c) - Facilitation.
(e) - Occupancy Costs.
(f) - Certain Requirements as to Furniture, Equipment and Fixtures.
(g) - Vacating Premises.
(h) - Furniture and Equipment and Certain Other Equipment.
4.7 - Agreement with Respect to Leased Data Processing Equipment
4.10 - Insurance.
4.8 - Agreement with Respect to Certain Existing Agreements.
4.9 - Informational Tax Reporting.
4.11 - Office Space for Receiver and Corporation.
4.12 - Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees of the Failed Bank.
4.13 - Agreement with Respect to Interim Asset Servicing.
4.15 - Agreement with Respect to Loss Sharing.
5.1 - Payment of Checks, Drafts and Orders.
5.2 - Certain Agreements Related to Deposits.
5.3 - Notice to Depositors.
6.1 - Transfer of Records.
6.2 - Delivery of Assigned Records.
6.3 - Preservation of Records.
6.4 - Access to Records; Copies.
ARTICLE VII - FIRST LOSS TRANCHE
8.1 - Pro Forma Statement.
8.2 - Correction of Errors and Omissions; Other Liabilities.
8.3 - Payments.
8.4 - Interest.
8.5 - Subsequent Adjustments.
9.1 - General Matters.
9.2 - Additional Title Documents.
9.3 - Claims and Suits.
9.4 - Payment of Deposits.
9.7 - Information.
9.5 - Withheld Payments.
9.6 - Proceedings with Respect to Certain Assets and Liabilities.
ARTICLE X - CONDITION PRECEDENT
ARTICLE XI - REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK
(a) - Corporate Existence and Authority.
(b) - Third Party Consents.
(c) - Execution and Enforceability.
(d) - Compliance with Law.
12.1 - Indemnification of Indemnitees.
12.2 - Conditions Precedent to Indemnification.
12.3 - No Additional Warranty.
12.4 - Indemnification of Receiver and Corporation.
12.5 - Obligations Supplemental.
12.6 - Criminal Claims.
12.7 - Limited Guaranty of the Corporation.
12.8 - Subrogation.
13.1 - Entire Agreement.
13.2 - Headings.
13.3 - Counterparts.
13.4 - GOVERNING LAW.
13.5 - Successors.
13.6 - Modification; Assignment.
13.7 - Notice.
13.8 - Manner of Payment.
13.9 - Costs, Fees and Expenses.
13.10 - Waiver.
13.11 - Severability.
13.12 - Term of Agreement.
13.13 - Survival of Covenants, Etc.
I - Brokered Deposits
(vii) - Send to the Receiver, Attn:
ARTICLE I - DEFINITIONS
(a) - Loss Mitigation and Consideration of Alternatives.
(b) - Monthly Certificates.
(c) - Monthly Data Download.
(G) - Last payment date
(K) - Current escrow account balance
(N) - Interest rate
(R) - If adjustable:
(S) - Payment/Interest rate cap and/or floor
(B) - Unpaid loan principal balance
(D) - Projected liquidation date
(i) - Losses Under the Stated Threshold.
(ii) - Losses in Excess of the Stated Threshold.
(e) - Limitations on Shared-Loss Payment.
(f) - Payments by Wire-Transfer.
2.2 - Auditor Report; Right to Audit.
2.3 - Withholdings.
2.4 - Books and Records.
2.5 - Information.
2.6 - Tax Ruling.
2.7 - Sale of Single Family Shared-Loss Loans.
ARTICLE III - RULES REGARDING THE ADMINISTRATION OF SINGLE FAMILY
3.2 - Duties of the Assuming Bank.
3.3 - Shared-Loss Asset Records and Reports.
3.4 - Related Loans.
3.5 - Legal Action; Utilization of Special Receivership Powers.
3.6 - Third Party Servicer.
4.1 - Assuming Bank Portfolio Sales of Remaining Single Family Shared-Loss Loans.
4.2 - Assuming Banks Liquidation of Remaining Single Family Shared-Loss Loans.
4.3 - Calculation of Sale Gain or Loss.
ARTICLE V - LOSS-SHARING NOTICES GIVEN TO RECEIVER AND PURCHASER
6.1 - Expenses.
6.2 - Successors and Assigns; Specific Performance.
6.3 - Governing Law.
6.4 - WAIVER OF JURY TRIAL.
6.5 - Captions.
6.6 - Entire Agreement; Amendments.
6.7 - Severability.
6.8 - No Third Party Beneficiary.
6.9 - Counterparts.
6.10 - Consent.
6.11 - Rights Cumulative.
7.1 - Dispute Resolution Procedures.
7.2 - Fees and Expenses of Arbiters.
(a) - Quarterly Certificates.
(b) - Payments With Respect to Shared-Loss Assets.
(c) - Limitation on Shared-Loss Payment.
(d) - Sale of, or Additional Advances or Amendments with Respect to, Shared-Loss Loans and Administration of Related Loans.
(e) - Option to Purchase.
(f) - Dispute Resolution.
2.2 - Administration of Shared-Loss Assets.
2.3 - Auditor Report; Right to Audit.
2.4 - Withholdings.
2.5 - Books and Records.
2.6 - Information.
2.7 - Tax Ruling.
ARTICLE III - RULES REGARDING THE ADMINISTRATION OF SHARED-LOSS
3.2 - Duties of the Assuming Bank with Respect to Shared-Loss Assets.
3.3 - Duties of the Assuming Bank with Respect to Shared-Loss MTM Assets.
3.4 - Records and Reports.
3.5 - Related Loans.
3.6 - Legal Action; Utilization of Special Receivership Powers.
3.7 - Third Party Servicer.
4.1 - Assuming Bank Portfolio Sales of Remaining Shared-Loss Assets.
4.2 - Calculation of Sale Gain or Loss.
ARTICLE V - LOSS-SHARING NOTICES GIVEN TO CORPORATION AND/OR
6.9 - Consent.
6.10 - Rights Cumulative.