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Purchase And Assumption Agreement

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Sectors: Banking
Governing Law: United States
Effective Date: September 25, 2008
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Exhibit 10.1 PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK AMONG FEDERAL DEPOSIT INSURANCE CORPORATION,
RECEIVER OF WASHINGTON MUTUAL BANK,
HENDERSON, NEVADA FEDERAL DEPOSIT INSURANCE CORPORATION and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION DATED AS OF SEPTEMBER 25, 2008


TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 ARTICLE II ASSUMPTION OF LIABILITIES 8 2.1 Liabilities Assumed by Assuming Bank 8 2.2 Interest on Deposit Liabilities 8 2.3 Unclaimed Deposits 8 2.4 Omitted 9 2.5 Borrower Claims 9 ARTICLE III PURCHASE OF ASSETS 9 3.1 Assets Purchased by Assuming Bank 9 3.2 Asset Purchase Price 9 3.3 Manner of Conveyance; Limited Warranty; Nonrecourse; Etc. 10 3.4 Puts of Assets to the Receiver 10 3.5 Assets Not Purchased by Assuming Bank 11 3.6 Assets Essential to Receiver 11 ARTICLE IV ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS 13 4.1 Continuation of Banking Business 13 4.2 Agreement with Respect to Credit Card Business 13 4.3 Agreement with Respect to Safe Deposit Business 13 4.4 Agreement with Respect to Safekeeping Business 13 4.5 Agreement with Respect to Trust Business 13 4.6 Agreement with Respect to Bank Premises 14 4.7 Agreement with Respect to Leased Data Processing Equipment 16 4.8 Agreement with Respect to Certain Existing Agreements 16 4.9 Informational Tax Reporting 17 4.10 Insurance 17 4.11 Office Space for Receiver and Corporation 17 4.12 Omitted 18 4.13 Omitted 18 Execution Copy
Whole Bank P&A Washington Mutual Bank
Henderson, Nevada

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ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 18 5.1 Payment of Checks, Drafts and Orders 18 5.2 Certain Agreements Related to Deposits 18 5.3 Notice to Depositors 18 ARTICLE VI RECORDS 19 6.1 Transfer of Records 19 6.2 Delivery of Assigned Records 20 6.3 Preservation of Records 20 6.4 Access to Records; Copies 20 ARTICLE VII BID; INITIAL PAYMENT 20 ARTICLE VIII PROFORMA 21 ARTICLE IX CONTINUING COOPERATION 21 9.1 General Matters 21 9.2 Additional Title Documents 21 9.3 Claims and Suits 21 9.4 Payment of Deposits 22 9.5 Withheld Payments 22 9.6 Proceedings with Respect to Certain Assets and Liabilities 22 9.7 Information 23 ARTICLE X CONDITION PRECEDENT 23 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK 23 ARTICLE XII INDEMNIFICATION 25 12.1 Indemnification of Indemnitees 25 12.2 Conditions Precedent to Indemnification 27 12.3 No Additional Warranty 28 12.4 Indemnification of Corporation and Receiver 29 12.5 Obligations Supplemental 29 12.6 Criminal Claims 29 12.7 Limited Guaranty of the Corporation 29 12.8 Subrogation 30 Execution Copy
Whole Bank P&A Washington Mutual Bank
Henderson, Nevada

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ARTICLE XIII MISCELLANEOUS 30 13.1 Entire Agreement 30 13.2 Headings 30 13.3 Counterparts 30 13.4 Governing Law 30 13.5 Successors 30 13.6 Modification; Assignment 31 13.7 Notice 31 13.8 Manner of Payment 31 13.9 Costs, Fees and Expenses 32 13.10 Waiver 32 13.11 Severability 32 13.12 Term of Agreement 32 13.13 Survival of Covenants, Etc. 32 SCHEDULES 2.1 Certain Liabilities Not Assumed 34 3.2 Purchase Price of Assets or Assets 35 3.5 Certain Assets Not Purchased 37 EXHIBIT 3.2(c) Valuation of Certain Qualified Financial Contracts 38 Execution Copy
Whole Bank P&A Washington Mutual Bank
Henderson, Nevada

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK THIS AGREEMENT, made and entered into as of the 25 th day of September, 2008, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of WASHINGTON MUTUAL BANK, HENDERSON, NEVADA (the " Receiver" ), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, organized under the laws of the United States of America, and having its principal place of business in Seattle, Washington (the " Assuming Bank" ), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the " Corporation" ). WITNESSETH: WHEREAS, on Bank Closing, the Chartering Authority closed Washington Mutual Bank (the " Failed Bank" ) pursuant to applicable law and the Corporation was appointed Receiver thereof; and WHEREAS, the Assuming Bank desires to purchase substantially all of the assets and assume all deposit and substantially all other liabilities of the Failed Bank on the terms and conditions set forth in this Agreement; and WHEREAS, pursuant to 12 U.S.C. Section 1823(c)(2)(A), the Corporation may provide assistance to the Assuming Bank to facilitate the transactions contemplated by this Agreement, which assistance may include indemnification pursuant to Article XII; and WHEREAS, the Board of Directors of the Corporation (the " Board" ) has determined to provide assistance to the Assuming Bank on the terms and subject to the conditions set forth in this Agreement; and WHEREAS, the Board has determined pursuant to 12 U.S.C. Section 1823(c)(4)(A) that such assistance is necessary to meet the obligation of the Corporation to provide insurance coverage for the insured deposits in the Failed Bank and is the least costly to the deposit insurance fund of all possible methods for meeting such obligation. NOW THEREFORE, in consideration of the mutual promises herein set forth and other valuable consideration, the parties hereto agree as follows:


ARTICLE I
DEFINITIONS Capitalized terms used in this Agreement shall have the meanings set forth in this Article I, or elsewhere in this Agreement. As used herein, words imparting the singular include the plural and vice versa. " Accounting Records" means the general ledger and subsidiary ledgers and supporting schedules which support the general ledger balances. " Acquired Subsidiaries" means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1. " Adversely Classified" means, with respect to any Loan or security, a Loan or security which has been designated in the most recent report of examination as " Substandard," " Doubtful" or " Loss" by the Failed Bank' s appropriate Federal or State Chartering Authority or regulator. " Affiliate" of any Person means any director, officer, or employee of that Person and any other Person (i) who is directly or indirectly controlling, or controlled by, or under direct or indirect common control with, such Person, or (ii) who is an affiliate of such Person as the term " affiliate" is defined in Section 2 of the Bank Holding Company Act of 1956, as amended, 12 U.S.C. Section 1841. " Agreement" means this Purchase and Assumption Agreement by and among the Assuming Bank, the Corporation and the Receiver, as amended or otherwise modified from time to time. " Assets" means all assets of the Failed Bank purchased pursuant to Section 3.1. Assets owned by Subsidiaries of the Failed Bank are not " Assets" within the meaning of this definition. " Assumed Deposits" means Deposits. " Bank Closing" means the close of business of the Failed Bank on the date on which the Chartering Authority closed such institution. " Bank Premises" means the banking houses, drive-in banking facilities, and teller facilities (staffed or automated) together with appurtenant parking, storage and service facilities and structures connecting remote facilities to banking houses, and land on which the foregoing are located, that are owned or leased by the Failed Bank and that are occupied by the Failed Bank as of Bank Closing. " Bid Amount" has the meaning provided in Article VII. Execution Copy
Whole Bank P&A Washington Mutual Bank
Henderson, Nevada

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" Book Value" means, with respect to any Asset and any Liability Assumed, the dollar amount thereof stated on the Accounting Records of the Failed Bank. The Book Value of any item shall be determined as of Bank Closing after adjustments made by the Assuming Bank for normal operational and timing differences in accounts, suspense items, unposted debits and credits, and other similar adjustments or corrections and for setoffs, whether voluntary or involuntary. The Book Value of a Subsidiary of the Failed Bank acquired by the Assuming Bank shall be determined from the investment in subsidiary and related accounts on the " bank only" (unconsolidated) balance sheet of the Failed Bank based on the equity method of accounting. Without limiting the generality of the foregoing, (i) the Book Value of a Liability Assumed shall include all accrued and unpaid interest thereon as of Bank Closing, and (ii) the Book Value of a Loan shall reflect adjustments for earned interest, or unearned interest (as it relates to the " rule of 78s" or add-on-interest loans, as applicable), if any, as of Bank Closing, adjustments for the portion of earned or unearned loan-related credit life and/or disability insurance premiums, if any, attributable to the Failed Bank as of Bank Closing, and adjustments for Failed Bank Advances, if any, in each case as determined for financial reporting purposes. The Book Value of an Asset shall not include any adjustment for loan premiums, discounts or any related deferred income or fees, or general or specific reserves on the Accounting Records of the Failed Bank. " Business Day" means a day other than a Saturday, Sunday, Federal legal holiday or legal holiday under the laws of the State where the Failed Bank is located, or a day on which the principal office of the Corporation is closed. " Chartering Authority" means (i) with respect to a national bank, the Office of the Comptroller of the Currency, (ii) with respect to a Federal savings association or savings bank, the Office of Thrift Supervision, (iii) with respect to a bank or savings institution chartered by a State, the agency of such State charged with primary responsibility for regulating and/or closing banks or savings institutions, as the case may be, (iv) the Corporation in accordance with 12 U.S.C. Section 1821(c), with regard to self appointment, or (v) the appropriate Federal banking agency in accordance with 12 U.S.C. 1821(c)(9). " Commitment" means the unfunded portion of a line of credit or other commitment reflected on the books and records of the Failed Bank to make an extension of credit (or additional advances with respect to a Loan) that was legally binding on the Failed Bank as of Bank Closing, other than extensions of credit pursuant to the credit card business and overdraft protection plans of the Failed Bank, if any. " Credit Documents" mean the agreements, instruments, certificates or other documents at any time evidencing or otherwise relating to, governing or executed in connection with or as security for, a Loan, including without limitation notes, bonds, loan agreements, letter of credit applications, lease financing contracts, banker' s acceptances, drafts, interest protection agreements, currency exchange agreements, repurchase agreements, reverse repurchase agreements, guarantees, deeds of trust, mortgages, assignments, security agreements, pledges, subordination or priority agreements, lien priority agreements, undertakings, security instruments, certificates, documents, legal opinions, participation agreements and intercreditor agreements, and all amendments, modifications, renewals, extensions, rearrangements, and substitutions with respect to any of the foregoing. Execution Copy
Whole Bank P&A Washington Mutual Bank
Henderson, Nevada

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" Credit File" means all Credit Documents and all other credit, collateral, or insurance documents in the possession or custody of the Assuming Bank, or any of its Subsidiaries or Affiliates, relating to an Asset or a Loan included in a Put Notice, or copies of any thereof. " Data Processing Lease" means any lease or licensing agreement, binding on the Failed Bank as of Bank Closing, the subject of which is data processing equipment or computer hardware or software used in connection with data processing activities. A lease or licensing agreement for computer software used in connection with data processing activities shall constitute a Data Processing Lease regardless of whether such lease or licensing agreement also covers data processing equipment. " Deposit" means a deposit as defined in 12 U.S.C. Section 1813(l), including without limitation, outstanding cashier' s checks and other official checks and all uncollected items included in the depositors' balances and credited on the books and records of the Failed Bank; provided , that the term " Deposit" shall not include all or any portion of those deposit balances which, in the discretion of the Receiver or the Corporation, (i) may be required to satisfy it for any liquidated or contingent liability of any depositor arising from an unauthorized or unlawful transaction, or (ii) may be needed to provide payment of any liability of any depositor to the Failed Bank or the Receiver, including the liability of any depositor as a director or officer of the Failed Bank, whether or not the amount of the liability is or can be determined as of Bank Closing. " Failed Bank Advances" means the total sums paid by the Failed Bank to (i) protect its lien position, (ii) pay ad valorem taxes and hazard insurance, and (iii) pay credit life insurance, accident and health insurance, and vendor' s single interest insurance. " Fixtures" means those leasehold improvements, additions, alterations and installations constituting all or a part of Bank Premises and which were acquired, added, built, installed or purchased at the expense of the Failed Bank, regardless of the holder of legal title thereto as of Bank Closing. " Furniture and Equipment" means the furniture and equipment (other than leased data processing equipment, including hardware and software), leased or owned by the Failed Bank and reflected on the books of the Failed Bank as of Bank Closing, including without limitation automated teller machines, carpeting, furniture, office machinery (including personal computers), shelving, office supplies, telephone, surveillance and security systems, and artwork. " Indemnitees" means, except as provided in paragraph (11) of Section 12.1(b), (i) the Assuming Bank, (ii) the Subsidiaries and Affiliates of the Assuming Bank other than any Subsidiaries or Affiliates of the Failed Bank that are or become Subsidiaries or Affiliates of the Assuming Bank, and (iii) the directors, officers, employees and agents of the Assuming Bank and its Subsidiaries and Affiliates who are not also present or former directors, officers, employees or agents of the Failed Bank or of any Subsidiary or Affiliate of the Failed Bank. Execution Copy
Whole Bank P&A Washington Mutual Bank
Henderson, Nevada

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" Initial Payment" means the payment made pursuant to Article VII, the amount of which shall be either (i) if the Bid Amount is positive, the Bid Amount plus the Required Payment or (ii) if the Bid Amount is negative, the Required Payment minus the Bid Amount. The Initial Payment shall be payable by the Corporation to the Assuming Bank if the Initial Payment is a negative amount. The Initial Payment shall be payable by the Assuming Bank to the Corporation if the Initial Payment is positive. " Legal Balance" means the amount of indebtedness legally owed by an Obligor with respect to a Loan, including principal and accrued and unpaid interest, late fees, attorneys' fees and expenses, taxes, insurance premiums, and similar charges, if any. " Liabilities Assumed" has the meaning provided in Section 2.1. " Lien" means any mortgage, lien, pledge, charge, assignment for security purposes, security interest, or encumbrance of any kind with respect to an Asset, including any conditional sale agreement or capital lease or other title retention agreement relating to such Asset. " Loans" means all of the following owed to or held by the Failed Bank as of Bank Closing: (i) loans (including loans which have been charged off the Accounting Records of the Failed Bank in whole or in part prior to Bank Closing), participation agreements, interests in participations, overdrafts of customers (including but not limited to overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account), revolving commercial lines of credit, home equity lines of credit, Commitments, United States and/or State-guaranteed student loans, and lease financing contracts; (ii) all Liens, rights (including rights of set-off), remedies, powers, privileges, demands, claims, priorities, equities and benefits owned or held by, or accruing or to accrue to or for the benefit of, the holder of the obligations or instruments referred to in clause (i) above, including but not limited to those arising under or based upon Credit Documents, casualty insurance policies and binders, standby letters of credit, mortgagee title insurance policies and binders, payment bonds and performance bonds at any time and from time to time existing with respect to any of the obligations or instruments referred to in clause (i) above; and (iii) all amendments, modifications, renewals, extensions, refinancings, and refundings of or for any of the foregoing; provided , that there shall be excluded from the definition of " Loans" amounts owing under Qualified Financial Contracts. " Obligor" means each Person liable for the full or partial payment or performance of any Loan, whether such Person is obligated directly, indirectly, primarily, secondarily, jointly, or severally. Execution Copy
Whole Bank P&A Washington Mutual Bank
Henderson, Nevada

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" Other Real Estate" means all interests in real estate (other than Bank Premises and Fixtures), including but not limited to mineral rights, leasehold rights, condominium and cooperative interests, air rights and development rights that are owned by the Failed Bank. " Payment Date" means the first Business Day after Bank Closing. " Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof, excluding the Corporation. " Primary Indemnitor" means any Person (other than the Assuming Bank or any of its Affiliates) who is obligated to indemnify or insure, or otherwise make payments (including payments on account of claims made against) to or on behalf of any Person in connection with the claims covered under Article XII, including without limitation any insurer issuing any directors and officers liability policy or any Person issuing a financial institution bond or banker' s blanket bond. " Proforma" means producing a balance sheet that reflects a reasonably accurate financial statement of the Failed Bank through the date of closing. The Proforma financial statements serve as a basis for the opening entries of both the Assuming Bank and the Receiver. " Put Date" has the meaning provided in Section 3.4. " Put Notice" has the meaning provided in Section 3.4. " Qualified Financial Contract" means a qualified financial contract as defined in 12 U.S.C. Section 1821(e)(8)(D). " Record" means any document, microfiche, microfilm and computer records (including but not limited to magnetic tape, disc storage, card forms and printed copy) of the Failed Bank generated or maintained by the Failed Bank that is owned by or in the possession of the Receiver at Bank Closing. " Related Liability" with respect to any Asset means any liability existing and reflected on the Accounting Records of the Failed Bank as of Bank Closing for (i) indebtedness secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting such Asset, (ii) ad valorem taxes applicable to such Asset, and (iii) any other obligation determined by the Receiver to be directly related to such Asset. " Related Liability Amount" with respect to any Related Liability on the books of the Assuming Bank, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Bank (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with Execution Copy
Whole Bank P&A Washington Mutual Bank
Henderson, Nevada

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respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset. " Required Payment" means $50,000,000.00. " Repurchase Price" means with respect to any Asset or asset, which shall be determined by the Receiver, the lesser of (a) or (b): (a) (i) in the event of a negative Bid Amount, the amount paid by the Assuming Bank, discounted by a percentage equal to the quotient produced by dividing the Assuming Bank' s Bid Amount by the aggregate Book Value of the Risk Assets of the Failed Bank; (ii) in the event of a negative Bid Amount, the amount resulting from (a)(i), above, or in the event of a positive Bid Amount, the amount paid by the Assuming Bank, (x) for a Loan, shall be decreased by any portion of the Loan classified " loss" and by one-half of any portion of the Loan classified " doubtful" as of the date of Bank Closing, and (y) for any Asset or asset, including a Loan, decreased by the amount of any money received with respect thereto since Bank Closing and, if the Asset is a Loan or other interest bearing or earning asset, the resulting amount shall then be increased or decreased, as the case may be, by interest or discount (whichever is applicable) accrued from and after Bank Closing at the lower of: (i) the contract rate with respect to such Asset, or (ii) the Settlement Interest Rate; net proceeds received by or due to the Assuming Bank from the sale of collateral, any forgiveness of debt, or otherwise shall be deemed money received by the Assuming Bank; or (b) the dollar amount thereof stated on the Accounting Records of the Assuming Bank as of the date as of which the Repurchase Price is being determined, as maintained in accordance with generally accepted accounting principles, and, if the asset is a Loan, regardless of the Legal Balance thereof and adjusted in the same manner as the Book Value of a Failed Bank Loan would be adjusted hereunder.Provided, however, (b), above, shall not be applicable and the Bid Amount shall be considered to have been positive for Loans repurchased pursuant to Section 3.4(a). " Risk Assets" means (i) all Loans purchased hereunder, excluding (a) New Loans and (b) Loans to the extent secured by Assumed Deposits (and not included in (i)(a)), plus (ii) the Accrued Interest Receivable, Prepaid Expense, and Other Assets. " Safe Deposit Boxes" means the safe deposit boxes of the Failed Bank, if any, including the removable safe deposit boxes and safe deposit stacks in the Failed Bank' s vault(s), all rights and benefits (other than fees collected prior to Bank Closing) under rental agreements with respect to such safe deposit boxes, and all keys and combinations thereto. " Settlement Date" means the first Business Day immediately prior to the day which is one hundred eighty (180) days after Bank Closing, or such other date prior thereto as Execution Copy
Whole Bank P&A Washington Mutual Bank
Henderson, Nevada

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may be agreed upon by the Receiver and the Assuming Bank. The Receiver, in its discretion, may extend the Settlement Date. " Settlement Interest Rate" means, for the first calendar quarter or portion thereof during which interest accrues, the rate determined by the Receiver to be equal to the equivalent coupon issue yield on twenty-six (26)-week United States Treasury Bills in effect as of Bank Closing as published in The Wall Street Journal ; provided , that if no such equivalent coupon issue yield is available as of Bank Closing, the equivalent coupon issue yield for such Treasury Bills most recently published in The Wall Street Journal prior to Bank Closing shall be used. Thereafter, the rate shall be adjusted to the rate determined by the Receiver to be equal to the equivalent coupon issue yield on such Treasury Bills in effect as of the first day of each succeeding calendar quarter during which interest accrues as published in The Wall Street Journal . " Subsidiary" has the meaning set forth in Section 3(w)(4) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(w)(4), as amended. ARTICLE II
ASSUMPTION OF LIABILITIES 2.1 Liabilities Assumed by Assuming Bank . Subject to Sections 2.5 and 4.8, the Assuming Bank expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to pay, perform, and discharge, all of the liabilities of the Failed Bank which are reflected on the Books and Records of the Failed Bank as of Bank Closing, including the Assumed Deposits and all liabilities associated with any and all employee benefit plans, except as listed on the attached Schedule 2.1, and as otherwise provided in this Agreement (such liabilities referred to as " Liabilities Assumed" ). Notwithstanding Section 4.8, the Assuming Bank specifically assumes all mortgage servicing rights and obligations of the Failed Bank. 2.2 Interest on Deposit Liabilities . The Assuming Bank agrees that it will assume all deposit contracts as of Bank Closing, and it will accrue and pay interest on Deposit liabilities assumed pursuant to Section 2.1 at the same rate(s) and on the same terms as agreed to by the Failed Bank as existed as of Bank Closing. If such Deposit has been pledged to secure an obligation of the depositor or other party, any withdrawal thereof shall be subject to the terms of the agreement governing such pledge. 2.3 Unclaimed Deposits . If, within eighteen (18) months after Bank Closing, any depositor of the Failed Bank does not claim or arrange to continue such depositor' s Deposit assumed pursuant to Section 2.1 at the Assuming Bank, the Assuming Bank shall, within fifteen (15) Business Days after the end of such eighteen (18)-month period, (i) refund to the Corporation the full amount of each such Deposit (without reduction for service charges), (ii) provide to the Corporation an electronic schedule of all such refunded Deposits in such form as may be prescribed by the Corporation, and (iii) assign, transfer, convey and deliver to the Receiver all right, title and interest of the Assuming Bank in and to Records previously transferred to the Assuming Bank and other records generated or maintained by the Assuming Bank pertaining to such Deposits. During such eighteen (18)-month period, at the request of the Execution Copy
Whole Bank P&A Washington Mutual Bank
Henderson, Nevada

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Corporation, the Assuming Bank promptly shall provide to the Corporation schedules of unclaimed deposits in such form as may be prescribed by the Corporation. 2.4 Omitted . 2.5 Borrower Claims . Notwithstanding anything to the contrary in this Agreement, any liability associated with borrower claims for payment of or liability to any borrower for monetary relief, or that provide for any other form of relief to any borrower, whether or not such liability is reduced to judgment, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, legal or equitable, judicial or extra-judicial, secured or unsecured, whether asserted affirmatively or defensively, related in any way to any loan or commitment to lend made by the Failed Bank prior to failure, or to any loan made by a third party in connection with a loan which is or was held by the Failed Bank, or otherwise arising in connection with the Failed Bank' s lending or loan purchase activities are specifically not assumed by the Assuming Bank. ARTICLE III
PURCHASE OF ASSETS 3.1 Assets Purchased by Assuming Bank . Subject to Sections 3.5, 3.6 and 4.8, the Assuming Bank hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Bank, all right, title, and interest of the Receiver in and to all of the assets (real, personal and mixed, wherever located and however acquired) including all subsidiaries, joint ventures, partnerships, and any and all other business combinations or arrangements, whether active, inactive, dissolved or terminated, of the Failed Bank whether or not reflected on the books of the Failed Bank as of Bank Closing. Assets are purchased her
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