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Common use of Methodology Clause in Contracts

Methodology. 1. The price at which the Assuming Institution sells or disposes of Qualified Financial Contracts will be deemed to be the fair market value of such contracts, if such sale or disposition occurs at prevailing market rates within a predefined timetable as agreed upon by the Assuming Institution and the Receiver. 2. In valuing all other Qualified Financial Contracts, the following principles will apply: (i) All known cash flows under swaps or forward exchange contracts shall be present valued to the swap zero coupon interest rate curve. (ii) All valuations shall employ prices and interest rates based on the actual frequency of rate reset or payment. (iii) Each tranche of amortizing contracts shall be separately valued. The total value of such amortizing contract shall be the sum of the values of its component tranches. (iv) For regularly traded contracts, valuations shall be at the midpoint of the bid and ask prices quoted by customary sources (e.g., The Wall Street Journal, Telerate, Reuters or other similar source) or regularly traded exchanges. (v) For all other Qualified Financial Contracts where published market quotes are unavailable, the adjusted price shall be the average of the bid and ask price quotes from three (3) securities dealers acceptable to the Receiver and Assuming Institution as of Bank Closing. If quotes from securities dealers cannot be Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 obtained, an appraiser acceptable to the Receiver and the Assuming Institution will perform a valuation based on modeling, correlation analysis, interpolation or other techniques, as appropriate.] Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 EXHIBIT 4.13 INTERIM ASSET SERVICING ARRANGEMENT (a) With respect to each asset (or liability) designated from time to time by the Receiver to be serviced by the Assuming Institution pursuant to this Arrangement, including any Assets sold by the Receiver but with respect to which the Receiver has an obligation to service or provide servicing support (such being designated as “Pool Assets”), during the term of this Arrangement, the Assuming Institution shall: (i) Promptly apply payments received with respect to any Pool Assets; (ii) Reverse and return insufficient funds checks; (iii) Pay (A) participation payments to participants in Loans, as and when received; and (B) tax and insurance bills on Pool Assets as they come due, out of escrow funds maintained for purposes; (iv) Maintain accurate records reflecting (A) the payment history of Pool Assets, with updated information received concerning changes in the address or identity of the obligors and (B) usage of data processing equipment and employee services with respect to servicing duties; (v) Send billing statements to obligors on Pool Assets to the extent that such statements were sent by the Failed Bank; (vi) Send notices to obligors who are in default on Loans (in the same manner as the Failed Bank); (vii) Send to the Receiver, Attn: Managing Liquidator, at the address provided in Section 13.7 of the Agreement, or to such other person at such address as the Receiver may designate, via overnight delivery: (A) on a weekly basis, weekly reports for the Pool Assets, including, without limitation, reports reflecting collections and the trial balances, transaction journals and loan histories for Pool Assets having activity, together with copies of (1) checks received, (2) insufficient funds checks returned, (3) checks for payment to participants or for taxes and insurance, (4) pay-off requests, (5) notices to defaulted obligors, and (6) data processing and employee logs and (B) any other reports, copies or information as may be periodically or from time to time requested; (viii) Remit on a weekly basis to the Receiver, Attn: Division of Finance, Cashier Unit, Operations, at the address in (vii), via wire transfer to the account designated by the Receiver, or to such other person at such address and/or account as the Receiver may designate, all payments received on Pool Assets managed by the Assuming Institution or at such time and place and in such manner as may be directed by the Receiver; (ix) prepare and timely file all information reports with appropriate tax authorities, and, if required by the Receiver, prepare and file tax returns and pay taxes due on or before the due date, relating to the Pool Assets; and (x) provide and furnish such other services, operations or functions as may be required with regard to Pool Assets, including, without limitation, as may be required with regard to any business, enterprise or agreement which is a Pool Asset, all as may be required by the Receiver. Notwithstanding anything to the contrary in this Section, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any obligor or any collateral with respect to any Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address provided above in subparagraph (a)(vii), of any claims or legal actions regarding any Pool Asset. (b) The Receiver agrees to reimburse the Assuming Institution for actual, reasonable and necessary expenses incurred in connection with the performance of duties pursuant to this Arrangement, including expenses of photocopying, postage and express mail, and data processing and employee services (based upon the number of hours spent performing servicing duties).

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (FCB Financial Holdings, Inc.), Purchase and Assumption Agreement (Bond Street Holdings Inc)

Methodology. 1. The price at which the Assuming Institution sells or disposes of Qualified Financial Contracts will be deemed to be the fair market value of such contracts, if such sale or disposition occurs at prevailing market rates within a predefined timetable as agreed upon by the Assuming Institution and the Receiver. 2. In valuing all other Qualified Financial Contracts, the following principles will apply: (i) All known cash flows under swaps or forward exchange contracts shall be present valued to the swap zero coupon interest rate curve. (ii) All valuations shall employ prices and interest rates based on the actual frequency of rate reset or payment.. Module 1 — Whole Bank w/ Optional Shared Loss Agreements XXXXXX COMMUNITY BANK Version 3.01 — Purchase and Assumption Agreement BROOKSVILLE, FLORIDA December 8, 2010 (iii) Each tranche of amortizing contracts shall be separately valued. The total value of such amortizing contract shall be the sum of the values of its component tranches. (iv) For regularly traded contracts, valuations shall be at the midpoint of the bid and ask prices quoted by customary sources (e.g., The Wall Street Journal, Telerate, Reuters or other similar source) or regularly traded exchanges. (v) For all other Qualified Financial Contracts where published market quotes are unavailable, the adjusted price shall be the average of the bid and ask price quotes from three (3) securities dealers acceptable to the Receiver and Assuming Institution as of the Bank ClosingClosing Date. If quotes from securities dealers cannot be Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 obtained, an appraiser acceptable to the Receiver and the Assuming Institution will perform a valuation based on modeling, correlation analysis, interpolation or other techniques, as appropriate.] . Module 1 — Whole Bank w/ Optional Shared Loss Share Agreements XXXXXX COMMUNITY BANK Version 3.01 P&A Peninsula Bank Version 2.06 EnglewoodPurchase and Assumption Agreement BROOKSVILLE, Florida May 24FLORIDA December 8, 2010 EXHIBIT 4.13 INTERIM ASSET SERVICING ARRANGEMENT (a) With respect to each asset (or liability) designated from time to time by the Receiver to be serviced by the Assuming Institution pursuant to this Arrangement, including any Assets sold by the Receiver but with respect to which the Receiver has an obligation to service or provide servicing support (such being designated as “Pool Assets”), during the term of this Arrangement, the Assuming Institution shall: (i) Promptly apply payments received with respect to any Pool Assets; (ii) Reverse and return insufficient funds checks; (iii) Pay (A) participation payments to participants in Loans, as and when received; and (B) tax and insurance bills on Pool Assets as they come due, out of escrow funds maintained for purposes; (iv) Maintain accurate records reflecting (A) the payment history of Pool Assets, with updated information received concerning changes in the address or identity of the obligors and (B) usage of data processing equipment and employee services with respect to servicing duties; (v) Send billing statements to obligors on Pool Assets to the extent that such statements were sent by the Failed Bank; (vi) Send notices to obligors who are in default on Loans (in the same manner as the Failed Bank); (vii) Send to the Receiver, Attn: Managing Liquidator, at the address provided in Section 13.7 of the Agreement, or to such other person at such address as the Receiver may designate, via overnight delivery: (A) on a weekly basis, weekly reports for the Pool Assets, including, without limitation, reports reflecting collections and the trial balances, transaction journals and loan histories for Pool Assets having activity, together with copies of (1) checks received, (2) insufficient funds checks returned, (3) checks for payment to participants or for taxes and insurance, (4) pay-off requests, (5) notices to defaulted obligors, and (6) data processing and employee logs and (B) any other reports, copies or information as may be periodically or from time to time requested; (viii) Remit on a weekly basis to the Receiver, Attn: Division of Finance, Cashier Unit, Operations, at the address in (vii), via wire transfer to the account designated by the Receiver, or to such other person at such address and/or account as the Receiver may designate, all payments received on Pool Assets managed by the Assuming Institution or at such time and place and in such manner as may be directed by the Receiver; (ix) prepare and timely file all information reports with appropriate tax authorities, and, if required by the Receiver, prepare and file tax returns and pay taxes due on or before the due date, relating to the Pool Assets; and (x) provide and furnish such other services, operations or functions as may be required with regard to Pool Assets, including, without limitation, as may be required with regard to any business, enterprise or agreement which is a Pool Asset, all as may be required by the Receiver. Notwithstanding anything to the contrary in this Section, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any obligor or any collateral with respect to any Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address provided above in subparagraph (a)(vii), of any claims or legal actions regarding any Pool Asset. (b) The Receiver agrees to reimburse the Assuming Institution for actual, reasonable and necessary expenses incurred in connection with the performance of duties pursuant to this Arrangement, including expenses of photocopying, postage and express mail, and data processing and employee services (based upon the number of hours spent performing servicing duties).2010

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (FCB Financial Holdings, Inc.), Purchase and Assumption Agreement (Bond Street Holdings Inc)

Methodology. 1. The price at which the Assuming Institution sells or disposes of Qualified Financial Contracts will be deemed to be the fair market value of such contracts, if such sale or disposition occurs at prevailing market rates within a predefined timetable as agreed upon by the Assuming Institution and the Receiver. 2. In valuing all other Qualified Financial Contracts, the following principles will apply: (i) All known cash flows under swaps or forward exchange contracts shall be present valued to the swap zero coupon interest rate curve. (ii) All valuations shall employ prices and interest rates based on the actual frequency of rate reset or payment. (iii) Each tranche of amortizing contracts shall be separately valued. The total value of such amortizing contract shall be the sum of the values of its component tranches. Module 1 Whole Bank w/ Optional Shared Loss Agreements Version 3.0 — Purchase and Assumption Agreement December 8, 0000 Xxxxxxxx Xxxxx Xxxxxxxxx Xxxx Xxxx Xxxxxx, Xxxxxxx (iv) For regularly traded contracts, valuations shall be at the midpoint of the bid and ask prices quoted by customary sources (e.g., The Wall Street Journal, Telerate, Reuters or other similar source) or regularly traded exchanges. (v) For all other Qualified Financial Contracts where published market quotes are unavailable, the adjusted price shall be the average of the bid and ask price quotes from three (3) securities dealers acceptable to the Receiver and Assuming Institution as of the Bank ClosingClosing Date. If quotes from securities dealers cannot be Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 obtained, an appraiser acceptable to the Receiver and the Assuming Institution will perform a valuation based on modeling, correlation analysis, interpolation or other techniques, as appropriate.] . Module 1 — Whole Bank w/ Optional Shared Loss Share Agreements Version 3.0 P&A Peninsula Bank Version 2.06 EnglewoodPurchase and Assumption Agreement December 8, Florida May 240000 Xxxxxxxx Xxxxx Xxxxxxxxx Xxxx Xxxx Xxxxxx, 2010 EXHIBIT 4.13 INTERIM ASSET SERVICING ARRANGEMENT (a) With respect to each asset (or liability) designated from time to time by the Receiver to be serviced by the Assuming Institution pursuant to this Arrangement, including any Assets sold by the Receiver but with respect to which the Receiver has an obligation to service or provide servicing support (such being designated as “Pool Assets”), during the term of this Arrangement, the Assuming Institution shall: (i) Promptly apply payments received with respect to any Pool Assets; (ii) Reverse and return insufficient funds checks; (iii) Pay (A) participation payments to participants in Loans, as and when received; and (B) tax and insurance bills on Pool Assets as they come due, out of escrow funds maintained for purposes; (iv) Maintain accurate records reflecting (A) the payment history of Pool Assets, with updated information received concerning changes in the address or identity of the obligors and (B) usage of data processing equipment and employee services with respect to servicing duties; (v) Send billing statements to obligors on Pool Assets to the extent that such statements were sent by the Failed Bank; (vi) Send notices to obligors who are in default on Loans (in the same manner as the Failed Bank); (vii) Send to the Receiver, Attn: Managing Liquidator, at the address provided in Section 13.7 of the Agreement, or to such other person at such address as the Receiver may designate, via overnight delivery: (A) on a weekly basis, weekly reports for the Pool Assets, including, without limitation, reports reflecting collections and the trial balances, transaction journals and loan histories for Pool Assets having activity, together with copies of (1) checks received, (2) insufficient funds checks returned, (3) checks for payment to participants or for taxes and insurance, (4) pay-off requests, (5) notices to defaulted obligors, and (6) data processing and employee logs and (B) any other reports, copies or information as may be periodically or from time to time requested; (viii) Remit on a weekly basis to the Receiver, Attn: Division of Finance, Cashier Unit, Operations, at the address in (vii), via wire transfer to the account designated by the Receiver, or to such other person at such address and/or account as the Receiver may designate, all payments received on Pool Assets managed by the Assuming Institution or at such time and place and in such manner as may be directed by the Receiver; (ix) prepare and timely file all information reports with appropriate tax authorities, and, if required by the Receiver, prepare and file tax returns and pay taxes due on or before the due date, relating to the Pool Assets; and (x) provide and furnish such other services, operations or functions as may be required with regard to Pool Assets, including, without limitation, as may be required with regard to any business, enterprise or agreement which is a Pool Asset, all as may be required by the Receiver. Notwithstanding anything to the contrary in this Section, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any obligor or any collateral with respect to any Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address provided above in subparagraph (a)(vii), of any claims or legal actions regarding any Pool Asset. (b) The Receiver agrees to reimburse the Assuming Institution for actual, reasonable and necessary expenses incurred in connection with the performance of duties pursuant to this Arrangement, including expenses of photocopying, postage and express mail, and data processing and employee services (based upon the number of hours spent performing servicing duties).Xxxxxxx

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (FCB Financial Holdings, Inc.), Purchase and Assumption Agreement (Bond Street Holdings Inc)

Methodology. 1. The price at which the Assuming Institution sells or disposes of Qualified Financial Contracts will be deemed to be the fair market value of such contracts, if such sale or disposition occurs at prevailing market rates within a predefined timetable as agreed upon by the Assuming Institution and the Receiver. 2. In valuing all other Qualified Financial Contracts, the following principles will apply: (i) All known cash flows under swaps or forward exchange contracts shall be present valued to the swap zero coupon interest rate curve. (ii) All valuations shall employ prices and interest rates based on the actual frequency of rate reset or payment.. Module 1 — Whole Bank w/ Optional Shared Loss Agreements First Peoples Bank Version 3.1.1 — Purchase and Assumption Agreement Port St. Lucie, Florida April 27, 2011 (iii) Each tranche of amortizing contracts shall be separately valued. The total value of such amortizing contract shall be the sum of the values of its component tranches. (iv) For regularly traded contracts, valuations shall be at the midpoint of the bid and ask prices quoted by customary sources (e.g., The Wall Street Journal, Telerate, Reuters or other similar source) or regularly traded exchanges. (v) For all other Qualified Financial Contracts where published market quotes are unavailable, the adjusted price shall be the average of the bid and ask price quotes from three (3) securities dealers acceptable to the Receiver and Assuming Institution as of the Bank ClosingClosing Date. If quotes from securities dealers cannot be Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 obtained, an appraiser acceptable to the Receiver and the Assuming Institution will perform a valuation based on modeling, correlation analysis, interpolation or other techniques, as appropriate.] . Module 1 — Whole Bank w/ Optional Shared Loss Share — P&A Peninsula Agreements First Peoples Bank Version 2.06 Englewood3.1.1 — Purchase and Assumption Agreement Port St. Lucie, Florida May 24April 27, 2010 EXHIBIT 4.13 INTERIM ASSET SERVICING ARRANGEMENT (a) With respect to each asset (or liability) designated from time to time by the Receiver to be serviced by the Assuming Institution pursuant to this Arrangement, including any Assets sold by the Receiver but with respect to which the Receiver has an obligation to service or provide servicing support (such being designated as “Pool Assets”), during the term of this Arrangement, the Assuming Institution shall: (i) Promptly apply payments received with respect to any Pool Assets; (ii) Reverse and return insufficient funds checks; (iii) Pay (A) participation payments to participants in Loans, as and when received; and (B) tax and insurance bills on Pool Assets as they come due, out of escrow funds maintained for purposes; (iv) Maintain accurate records reflecting (A) the payment history of Pool Assets, with updated information received concerning changes in the address or identity of the obligors and (B) usage of data processing equipment and employee services with respect to servicing duties; (v) Send billing statements to obligors on Pool Assets to the extent that such statements were sent by the Failed Bank; (vi) Send notices to obligors who are in default on Loans (in the same manner as the Failed Bank); (vii) Send to the Receiver, Attn: Managing Liquidator, at the address provided in Section 13.7 of the Agreement, or to such other person at such address as the Receiver may designate, via overnight delivery: (A) on a weekly basis, weekly reports for the Pool Assets, including, without limitation, reports reflecting collections and the trial balances, transaction journals and loan histories for Pool Assets having activity, together with copies of (1) checks received, (2) insufficient funds checks returned, (3) checks for payment to participants or for taxes and insurance, (4) pay-off requests, (5) notices to defaulted obligors, and (6) data processing and employee logs and (B) any other reports, copies or information as may be periodically or from time to time requested; (viii) Remit on a weekly basis to the Receiver, Attn: Division of Finance, Cashier Unit, Operations, at the address in (vii), via wire transfer to the account designated by the Receiver, or to such other person at such address and/or account as the Receiver may designate, all payments received on Pool Assets managed by the Assuming Institution or at such time and place and in such manner as may be directed by the Receiver; (ix) prepare and timely file all information reports with appropriate tax authorities, and, if required by the Receiver, prepare and file tax returns and pay taxes due on or before the due date, relating to the Pool Assets; and (x) provide and furnish such other services, operations or functions as may be required with regard to Pool Assets, including, without limitation, as may be required with regard to any business, enterprise or agreement which is a Pool Asset, all as may be required by the Receiver. Notwithstanding anything to the contrary in this Section, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any obligor or any collateral with respect to any Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address provided above in subparagraph (a)(vii), of any claims or legal actions regarding any Pool Asset. (b) The Receiver agrees to reimburse the Assuming Institution for actual, reasonable and necessary expenses incurred in connection with the performance of duties pursuant to this Arrangement, including expenses of photocopying, postage and express mail, and data processing and employee services (based upon the number of hours spent performing servicing duties).2011

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (FCB Financial Holdings, Inc.), Purchase and Assumption Agreement (Bond Street Holdings Inc)

Methodology. 1. The price at which the Assuming Institution sells or disposes of Qualified Financial Contracts will be deemed to be the fair market value of such contracts, if such sale or disposition occurs at prevailing market rates within a predefined timetable as agreed upon by the Assuming Institution and the Receiver. 2. In valuing all other Qualified Financial Contracts, the following principles will apply: (i) All known cash flows under swaps or forward exchange contracts shall be present valued to the swap zero coupon interest rate curve. (ii) All valuations shall employ prices and interest rates based on the actual frequency of rate reset or payment. (iii) Each tranche of amortizing contracts shall be separately valued. The total value of such amortizing contract shall be the sum of the values of its component tranches. Module 1 Whole Bank w/ Optional Shared Loss Agreements 49 Virginia Business Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Richmond, Virginia April 27, 2011 (iv) For regularly traded contracts, valuations shall be at the midpoint of the bid and ask prices quoted by customary sources (e.g., The Wall Street Journal, Telerate, Reuters or other similar source) or regularly traded exchanges. (v) For all other Qualified Financial Contracts where published market quotes are unavailable, the adjusted price shall be the average of the bid and ask price quotes from three (3) securities dealers acceptable to the Receiver and Assuming Institution as of the Bank ClosingClosing Date. If quotes from securities dealers cannot be Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 obtained, an appraiser acceptable to the Receiver and the Assuming Institution will perform a valuation based on modeling, correlation analysis, interpolation or other techniques, as appropriate.] . Module 1 Whole Bank w/ Optional Shared Loss Share — P&A Peninsula Agreements 50 Virginia Business Bank Version 2.06 Englewood3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Richmond, Florida May 24Virginia April 27, 2010 EXHIBIT 2011 This Interim Asset Servicing Arrangement is made pursuant to and as of the date of that certain Purchase and Assumption Agreement (the “Purchase and Assumption Agreement”) among the Receiver, the Assuming Institution and the Corporation, to which this Arrangement is attached. Capitalized terms used and not otherwise defined in this Exhibit 4.13 INTERIM ASSET SERVICING ARRANGEMENTshall have the meanings assigned to such terms in the Agreement. (a) With respect to each asset (or liability) liability designated from time to time by the Receiver to be serviced by the Assuming Institution pursuant to this Interim Asset Servicing Arrangement (the “Arrangement”), including any Assets assets or liabilities sold or conveyed by the Receiver to any party other than the Assuming Institution (any such party, a “Successor Owner”) but with respect to which the Receiver has an obligation to service or provide servicing support (such being designated as assets and liabilities, the “Pool Assets”), during the term of this Arrangement, Arrangement the Assuming Institution shall, with respect to the Pool Assets: (i) Promptly promptly post and apply payments received with respect to any Pool Assetsthe applicable system of record; (ii) Reverse reverse and return insufficient funds checks; (iii) Pay pay (A) participation payments to participants in Loans, as and when received; and (B) tax and insurance bills on Pool Assets bills, as they come due, out of any escrow funds maintained for such purposes; and (C) unfunded commitments and protective advances out of any escrow funds created for such purposes; (iv) Maintain process funding draws under Loans and protective advances in connection with collateral and acquired property, in each case, as and to the extent authorized and funded by the Receiver; (v) maintain in use all data processing equipment and systems and other systems of record on which any activity with respect to any Pool Assets are, or prior to the Bank Closing Date, were, recorded, and maintain all historical data on any such systems as of the Bank Closing Date and not, without the express consent of the Receiver (which consent must be sought at least sixty (60) days prior to taking any action), deconvert, remove, transfer or otherwise discontinue use of any of the Failed Bank’s systems of record with respect to any Pool Asset; (vi) maintain accurate records reflecting (A) payments received by the payment history of Pool AssetsAssuming Institution, with updated (B) information received by the Assuming Institution concerning changes in the address or identity of the obligors any Obligor and (BC) usage of data processing equipment and employee services with respect to other servicing dutiesactions taken by the Assuming Institution, including checks returned for insufficient funds; (vvii) Send send (A) billing statements to obligors Obligors on Pool Assets (to the extent that such statements were sent by the Failed Bank; Bank or as are requested by the Receiver) and (viB) Send notices to obligors Obligors who are in default on Loans (in the same manner as the Failed BankBank or as are requested by the Receiver); Module 1 Whole Bank w/ Optional Shared Loss Agreements 51 Virginia Business Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Richmond, Virginia April 27, 2011 (viii) employ a sufficient number of qualified employees to provide the services required to be provided by the Assuming Institution pursuant to this Arrangement (with the number and qualifications of such employees to be not less than the number and qualifications of employees employed by the Failed Bank to perform such functions as of the Bank Closing Date); (viiix) Send hold in trust any Credit Files and any servicing files in the possession or on the premises of the Assuming Institution for the Receiver or the Successor Owner (as applicable) and segregate from the other books and records of the Assuming Institution and appropriately xxxx such Credit Files and servicing files to clearly reflect the ownership interest of the Receiver or the successor owner (as applicable); (x) send to the ReceiverReceiver (indicating closed bank name and number), Attn: Managing LiquidatorInterim Servicing Manager, at the email address provided in Section 13.7 13.6 of the Purchase and Assumption Agreement, or to such other person at such address as the Receiver may designate, via overnight delivery: (A) on a weekly basis, weekly reports for the Pool Assetsreports, including, without limitation, reports reflecting collections and the trial balances, transaction journals and loan histories for Pool Assets having activity(B) any other reports, together with copies or information as may be requested from time to time by the Receiver, including, if requested, copies of (1) checks or other remittances received, (2) insufficient funds checks returned, (3) checks or other remittances for payment to participants or for taxes taxes, insurance, funding advances and insuranceprotective advances, (4) pay-off requests, and (5) notices to defaulted obligors, and (6) data processing and employee logs and (B) any other reports, copies or information as may be periodically or from time to time requestedObligors; (viiixi) Remit remit on a weekly basis to the ReceiverReceiver (indicating closed bank name and number), Attn: Division of Finance, DRR Cashier Unit, OperationsBusiness Operations Support Branch, at in the address same manner as provided in paragraph (viia)(x), via wire transfer to the account designated by the Receiver, or to such other person at such other address and/or account as the Receiver may designate, all payments received on Pool Assets managed by the Assuming Institution or at such time and place and in such manner as may be directed by the Receiverreceived; (ixxii) prepare and timely file all information reports with appropriate tax authorities, and, if required requested by the Receiver, prepare and file tax returns and pay remit taxes due on or before the due date, relating to the Pool Assets; and; (xxiii) provide and furnish such other services, operations or functions as may be required with regard to Pool Assetsfunctions, including, without limitation, as may be required with regard to any business, enterprise or agreement which is a Pool Asset, all as may be required requested by the Receiver; (xiv) establish a custodial account for the Receiver and for each successor owner at the Assuming Institution, each of which shall be interest bearing, titled in the name of Assuming Institution, in trust for the Receiver or the successor owner (as applicable), in each case as the owner, and segregate and hold all funds collected and received with respect to the Pool Assets separate and apart from any of the Assuming Institution’s own funds and general assets; and (xv) no later than the end of the second Business Day following receipt thereof, deposit into the applicable custodial account and retain therein all funds collected and received with respect to the Pool Assets. Module 1 –Whole Bank w/ Optional Shared Loss Agreements 52 Virginia Business Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Richmond, Virginia April 27, 2011 Notwithstanding anything to the contrary in this SectionExhibit, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any obligor Obligor or any collateral with respect to any Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address provided referred to above in subparagraph paragraph (a)(viia)(x), of any claims or legal actions regarding any Pool Asset. (b) The In consideration for the provision of the services provided pursuant to this Arrangement, the Receiver agrees to reimburse the Assuming Institution for actual, reasonable and necessary expenses incurred in connection with the performance of its duties pursuant to this Arrangement, including expenses of photocopying, postage and express mail, and data processing and amounts paid for employee services (based upon the number of hours spent performing servicing duties). (c) The Assuming Institution shall provide the services described herein for a term of up to three hundred sixty-five (365) days after the Bank Closing Date. The Receiver may terminate the Arrangement at any time upon not less than sixty (60) days notice to the Assuming Institution without any liability or cost to the Receiver other than the fees and expenses due to the Assuming Institution as of the termination date pursuant to paragraph (b) above. (d) At any time during the term of this Arrangement, the Receiver may, upon not less than thirty (30) days prior written notice to the Assuming Institution, remove one or more Pool Assets, and at the time of such removal the Assuming Institution’s responsibility with respect thereto shall terminate. (e) At the expiration of this Arrangement or upon the termination of the Assuming Institution’s responsibility with respect to any Pool Asset pursuant to paragraph (d) hereof, the Assuming Institution shall: (i) deliver to the Receiver (or its designee) all of the Credit Documents and records relating to the Pool Assets; and (ii) cooperate with the Receiver to facilitate the orderly transition of managing the Pool Assets to the Receiver or its designees (including, without limitation, its contractors and persons to which any Pool Assets are conveyed). (f) At the request of the Receiver, the Assuming Institution shall perform such transitional services with regard to the Pool Assets as the Receiver may request. Transitional services may include, without limitation, assisting in any due diligence process deemed necessary by the Receiver and providing to the Receiver and its designees (including, without limitation, its contractors and any actual or potential successor owners) (i) information and data regarding the Pool Assets, including, without limitation, system reports and data downloads sufficient to transfer the Pool Assets to another system or systems and to facilitate due diligence by actual and potential successor owners, and (ii) access to employees of the Assuming Institution involved in the management of, or otherwise familiar with, the Pool Assets. (g) Until such time as the Arrangement expires or is terminated, without limitation of its obligations set forth above or in the Purchase and Assumption Agreement and without any additional consideration (other than that set forth in paragraph (b) above), the Assuming Module 1 – Whole Bank w/ Optional Shared Loss Agreements 53 Virginia Business Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Richmond, Virginia April 27, 2011 Institution shall provide the Receiver and its designees (including, without limitation, its contractors and actual and potential successor owners) with the following, as the same may be requested: (i) access to and the ability to obtain assistance and information from personnel of the Assuming Institution, including former personnel of the Failed Bank and personnel of third party consultants; (ii) access to and the ability to use and download information from data processing systems and other systems of record on which information regarding Pool Assets or any assets transferred to or liabilities assumed by the Assuming Institution is stored or maintained (regardless of whether information with respect to other assets or liabilities is also stored or maintained thereon); and (iii) access to and the ability to use and occupy office space (including parking facilities and vault space), facilities, utilities (including local telephone service and facsimile machines), furniture, equipment (including photocopying and facsimile machines), and technology and connectivity (including email accounts, network access and technology resources such as shared drives) in the Bank Premises occupied by the Assuming Institution.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Xenith Bankshares, Inc.)

Methodology. 1. The price at which the Assuming Institution sells or disposes of Qualified Financial Contracts will be deemed to be the fair fair. market value of such contracts, if such sale or disposition occurs at prevailing market rates within a predefined timetable as agreed upon by the Assuming Institution and the Receiver. 2. In valuing all other Qualified Financial Contracts, the following principles will apply: (i) All known cash flows under swaps or forward exchange contracts shall be present valued to the swap zero coupon interest rate curve. (ii) All valuations valuations. shall employ employ. prices and interest rates based on the actual actual. frequency of rate reset or payment.. Basic P&A Agreement (VB. Illinois). Valley Bank. Version 6..2P — PURCHASE AND ASSUMPTION AGREEMENT Moline, 1L (iii) Each tranche of amortizing contracts shall be separately valued. The total value of such amortizing contract shall shalt be the sum of the values of its component tranches. (iv) For regularly traded contracts, valuations shall be at the midpoint of the bid and ask prices quoted by customary sources (e.g., The Wall Street Journal, Telerate, Reuters or other similar source) or regularly traded exchanges. (v) For all other Qualified Financial Contracts where published market quotes are unavailable, the adjusted price shall be the average of the bid and ask price quotes from three (3) securities dealers acceptable to the Receiver and Assuming Institution as of the Bank ClosingClosing Date. If quotes from securities dealers cannot be Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 obtained, an appraiser acceptable to the Receiver and the Assuming Institution will perform a valuation based on modeling, correlation analysis, interpolation or other techniques, as appropriate.] Module 1 . Basic P&A Agreement (VB. Illinois). Valley Bank. Version 6..2P Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 EnglewoodPURCHASE AND ASSUMPTION AGREEMENT Moline, Florida May 24, 2010 EXHIBIT 4.13 INTERIM ASSET SERVICING ARRANGEMENT (a) With respect to each asset (or liability) designated from time to time by the Receiver to be serviced by the Assuming Institution pursuant to this Arrangement, including any Assets sold by the Receiver but with respect to which the Receiver has an obligation to service or provide servicing support (such being designated as “Pool Assets”), during the term of this Arrangement, the Assuming Institution shall: (i) Promptly apply payments received with respect to any Pool Assets; (ii) Reverse and return insufficient funds checks; (iii) Pay (A) participation payments to participants in Loans, as and when received; and (B) tax and insurance bills on Pool Assets as they come due, out of escrow funds maintained for purposes; (iv) Maintain accurate records reflecting (A) the payment history of Pool Assets, with updated information received concerning changes in the address or identity of the obligors and (B) usage of data processing equipment and employee services with respect to servicing duties; (v) Send billing statements to obligors on Pool Assets to the extent that such statements were sent by the Failed Bank; (vi) Send notices to obligors who are in default on Loans (in the same manner as the Failed Bank); (vii) Send to the Receiver, Attn: Managing Liquidator, at the address provided in Section 13.7 of the Agreement, or to such other person at such address as the Receiver may designate, via overnight delivery: (A) on a weekly basis, weekly reports for the Pool Assets, including, without limitation, reports reflecting collections and the trial balances, transaction journals and loan histories for Pool Assets having activity, together with copies of (1) checks received, (2) insufficient funds checks returned, (3) checks for payment to participants or for taxes and insurance, (4) pay-off requests, (5) notices to defaulted obligors, and (6) data processing and employee logs and (B) any other reports, copies or information as may be periodically or from time to time requested; (viii) Remit on a weekly basis to the Receiver, Attn: Division of Finance, Cashier Unit, Operations, at the address in (vii), via wire transfer to the account designated by the Receiver, or to such other person at such address and/or account as the Receiver may designate, all payments received on Pool Assets managed by the Assuming Institution or at such time and place and in such manner as may be directed by the Receiver; (ix) prepare and timely file all information reports with appropriate tax authorities, and, if required by the Receiver, prepare and file tax returns and pay taxes due on or before the due date, relating to the Pool Assets; and (x) provide and furnish such other services, operations or functions as may be required with regard to Pool Assets, including, without limitation, as may be required with regard to any business, enterprise or agreement which is a Pool Asset, all as may be required by the Receiver. Notwithstanding anything to the contrary in this Section, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any obligor or any collateral with respect to any Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address provided above in subparagraph (a)(vii), of any claims or legal actions regarding any Pool Asset. (b) The Receiver agrees to reimburse the Assuming Institution for actual, reasonable and necessary expenses incurred in connection with the performance of duties pursuant to this Arrangement, including expenses of photocopying, postage and express mail, and data processing and employee services (based upon the number of hours spent performing servicing duties).1L

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Great Southern Bancorp Inc)

Methodology. 1. The price at which the Assuming Institution sells or disposes of Qualified Financial Contracts will be deemed to be the fair market value of such contracts, if such sale or disposition occurs at prevailing market rates within a predefined timetable as agreed upon by the Assuming Institution and the Receiver. 2. In valuing all other Qualified Financial Contracts, the following principles will apply: (i) All known cash flows under swaps or forward exchange contracts shall be present valued to the swap zero coupon interest rate curve. (ii) All valuations shall employ prices and interest rates based on the actual frequency of rate reset or payment. (iii) Each tranche of amortizing contracts shall be separately valued. The total value of such amortizing contract shall be the sum of the values of its component tranches. Module 1 Whole Bank w/ Loss Share – P&A EARTHSTAR BANK Version 2.11B SOUTHAMPTON, PENNSYLVANIA October 8, 2010 (iv) For regularly traded contracts, valuations shall be at the midpoint of the bid and ask prices quoted by customary sources (e.g., The Wall Street Journal, Telerate, Reuters or other similar source) or regularly traded exchanges. (v) For all other Qualified Financial Contracts where published market quotes are unavailable, the adjusted price shall be the average of the bid and ask price quotes from three (3) securities dealers acceptable to the Receiver and Assuming Institution as of Bank Closing. If quotes from securities dealers cannot be Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 obtained, an appraiser acceptable to the Receiver and the Assuming Institution will perform a valuation based on modeling, correlation analysis, interpolation or other techniques, as appropriate.] Module 1 Whole Bank w/ Loss Share P&A Peninsula Bank EARTHSTAR BANK Version 2.06 Englewood2.11B SOUTHAMPTON, Florida May 24PENNSYLVANIA October 8, 2010 EXHIBIT 4.13 INTERIM ASSET SERVICING ARRANGEMENT (a) With respect to each asset (or liability) designated from time to time by the Receiver to be serviced by the Assuming Institution pursuant to this Arrangement, including any Assets sold by the Receiver but with respect to which the Receiver has an obligation to service or provide servicing support (such being designated as “Pool Assets”), during the term of this Arrangement, the Assuming Institution shall: (i) Promptly apply payments received with respect to any Pool Assets; (ii) Reverse and return insufficient funds checks; (iii) Pay (A) participation payments to participants in Loans, as and when received; and (B) tax and insurance bills on Pool Assets as they come due, out of escrow funds maintained for purposes; (iv) Maintain accurate records reflecting (A) the payment history of Pool Assets, with updated information received concerning changes in the address or identity of the obligors and (B) usage of data processing equipment and employee services with respect to servicing duties; (v) Send billing statements to obligors on Pool Assets to the extent that such statements were sent by the Failed Bank; (vi) Send notices to obligors who are in default on Loans (in the same manner as the Failed Bank); (vii) Send to the Receiver, Attn: Managing Liquidator, at the address provided in Section 13.7 of the Agreement, or to such other person at such address as the Receiver may designate, via overnight delivery: (A) on a weekly basis, weekly reports for the Pool Assets, including, without limitation, reports reflecting collections and the trial balances, transaction journals and loan histories for Pool Assets having activity, together with copies of (1) checks received, (2) insufficient funds checks returned, (3) checks for payment to participants or for taxes and insurance, (4) pay-off requests, (5) notices to defaulted obligors, and (6) data processing and employee logs and (B) any other reports, copies or information as may be periodically or from time to time requested; (viii) Remit on a weekly basis to the Receiver, Attn: Division of Finance, Cashier Unit, Operations, at the address in (vii), via wire transfer to the account designated by the Receiver, or to such other person at such address and/or account as the Receiver may designate, all payments received on Pool Assets managed by the Assuming Institution or at such time and place and in such manner as may be directed by the Receiver; (ix) prepare and timely file all information reports with appropriate tax authorities, and, if required by the Receiver, prepare and file tax returns and pay taxes due on or before the due date, relating to the Pool Assets; and (x) provide and furnish such other services, operations or functions as may be required with regard to Pool Assets, including, without limitation, as may be required with regard to any business, enterprise or agreement which is a Pool Asset, all as may be required by the Receiver. Notwithstanding anything to the contrary in this Section, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any obligor or any collateral with respect to any Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address provided above in subparagraph (a)(vii), of any claims or legal actions regarding any Pool Asset. (b) The Receiver agrees to reimburse the Assuming Institution for actual, reasonable and necessary expenses incurred in connection with the performance of duties pursuant to this Arrangement, including expenses of photocopying, postage and express mail, and data processing and employee services (based upon the number of hours spent performing servicing duties).2010

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Polonia Bancorp)

Methodology. 1. The price at which the Assuming Institution sells or disposes of Qualified Financial Contracts will be deemed to be the fair market value of such contracts, if such sale or disposition occurs at prevailing market rates within a predefined timetable as agreed upon by the Assuming Institution and the Receiver. 2. In valuing all other Qualified Financial Contracts, the following principles will apply: (i) All known cash flows under swaps or forward exchange contracts shall be present valued to the swap zero coupon interest rate curve. (ii) All valuations shall employ prices and interest rates based on the actual frequency of rate reset or payment. (iii) Each tranche of amortizing contracts shall be separately valued. The total value of such amortizing contract shall be the sum of the values of its component tranches. Module 1 — Whole Bank w/ Loss Share — P&A GULF STATE COMMUNITY BANK Version 2.11B CARRABELLE, FLORIDA October 8, 2010 61 (iv) For regularly traded contracts, valuations shall be at the midpoint of the bid and ask prices quoted by customary sources (e.g., The Wall Street Journal, Telerate, Reuters or other similar source) or regularly traded exchanges. (v) For all other Qualified Financial Contracts where published market quotes are unavailable, the adjusted price shall be the average of the bid and ask price quotes from three (3) securities dealers acceptable to the Receiver and Assuming Institution as of Bank Closing. If quotes from securities dealers cannot be Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 obtained, an appraiser acceptable to the Receiver and the Assuming Institution will perform a valuation based on modeling, correlation analysis, interpolation or other techniques, as appropriate.] . Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank GULF STATE COMMUNITY BANK Version 2.06 Englewood2.11B CARRABELLE, Florida May 24FLORIDA October 8, 2010 EXHIBIT 4.13 INTERIM ASSET SERVICING ARRANGEMENT62 (a) With respect to each asset (or liability) liability designated from time to time by the Receiver to be serviced by the Assuming Institution pursuant to this Arrangement, including any Assets assets or liabilities sold or conveyed by the Receiver to any party other than the Assuming Institution (any such party, a “Successor Owner”) but with respect to which the Receiver has an obligation to service or provide servicing support (such being designated as assets and liabilities, the “Pool Assets”), during the term of this Arrangement, Arrangement the Assuming Institution shall, with respect to the Pool Assets: (i) Promptly promptly post and apply payments received with respect to any Pool Assetsthe applicable system of record; (ii) Reverse reverse and return insufficient funds checks; (iii) Pay pay (A) participation payments to participants in Loans, as and when received; and (B) tax and insurance bills on Pool Assets bills, as they come due, out of escrow funds maintained for such purposes; and (C) unfunded commitments and protective advances out of escrow funds created for that purpose; (iv) Maintain process funding draws under Loans and protective advances in connection with collateral and acquired property, in each case, as and to the extent authorized and funded by the Receiver; (v) maintain in use all data processing equipment and systems and other systems of record on which any activity with respect to any Pool Assets are or, prior to Bank Closing were recorded, and maintain all historical data on any such systems as of Bank Closing and may not, without the express written consent of the Receiver (which consent must be sought at least 60 days prior to taking any action), deconvert, remove, transfer or otherwise discontinue use of any of the Failed Bank’s systems of record with respect to any Pool Asset; (vi) maintain accurate records reflecting (A) payments received by the payment history of Pool AssetsAssuming Institution, with updated (B) information received by the Assuming Institution concerning changes in the address or identity of the obligors any obligor, and (BC) usage of data processing equipment and employee services with respect to other servicing dutiesactions taken by the Assuming Institution, including checks returned for insufficient funds; (vvii) Send send (A) billing statements to obligors Obligors on Pool Assets (to the extent that such statements were sent by the Failed Bank; Bank or as are requested by the Receiver) and (viB) Send notices to obligors Obligors who are in default on Loans (in the same manner as the Failed BankBank or as are requested by the Receiver); (viiviii) Send employ a sufficient number of qualified employees to provide the services required to be provided by the Assuming Institution pursuant to this Arrangement (with the number and qualifications of such employees not to be less than the number and qualifications of employees employed by the Failed Bank to perform such functions as of Bank Closing); Module 1 — Whole Bank w/ Loss Share — P&A GULF STATE COMMUNITY BANK Version 2.11B CARRABELLE, FLORIDA October 8, 2010 63 (ix) any Credit Files and any servicing files in the possession or on the premises of the Assuming Institution shall be held in trust by the Assuming Institution for the Receiver or the Successor Owner (as applicable) and shall be segregated from the other books and records of the Assuming Institution and be appropriately marked to clearly reflect the ownership interest of the Receiver or the Successor Owner (as applicable); (x) send to the ReceiverReceiver (indicating closed bank name and number), Attn: Managing LiquidatorInterim Servicing Manager, at the email address provided in Section 13.7 of the Agreement, or to such other person at such address as the Receiver may designate, via overnight delivery: (A) on a weekly basis, weekly reports for the Pool Assetsreports, including, without limitation, reports reflecting collections and the collections, trial balances, transaction journals and loan histories for Pool Assets having activity(B) any other reports, together with copies or information as may be requested from time to time by the Receiver, including, if requested, copies of (1) checks or other remittances received, (2) insufficient funds checks returned, (3) checks or other remittances for payment to participants or for taxes taxes, insurance, funding advances and insuranceprotective advances, (4) pay-off requests, and (5) notices to defaulted obligors, and (6) data processing and employee logs and (B) any other reports, copies or information as may be periodically or from time to time requestedObligors; (viiixi) Remit remit on a weekly basis to the ReceiverReceiver (indicating closed bank name and number), Attn: Division of Finance, DRR Cashier Unit, OperationsBusiness Operations Support Branch, at the address in (vii), via wire transfer to the account designated by the Receiver, or to such other person at such other address and/or account as the Receiver may designate, all payments received on Pool Assets managed by the Assuming Institution or at such time and place and in such manner as may be directed by the Receiverreceived; (ixxii) prepare and timely file all information reports with appropriate tax authorities, and, if required requested by the Receiver, prepare and file tax returns and pay remit taxes due on or before the due date, relating to the Pool Assets; and (xxiii) provide and furnish such other services, operations or functions as may be required with regard to Pool Assetsfunctions, including, without limitation, as may be required with regard to any business, enterprise or agreement which is a Pool Asset, all as may be required requested by the Receiver; (xiv) establish a custodial account for the Receiver and for each Successor Owner at the Assuming Institution, each of which may be interest bearing, titled in the name of Assuming Institution, in trust for the Receiver or the Successor Owner (as applicable), in each case as the owner, and segregate and hold all funds collected and received with respect to the Pool Assets separate and apart from any of the Assuming Institution’s own funds and general assets; and (xv) no later than the end of the second Business Day following receipt thereof, deposit into the applicable custodial account and retain therein all funds collected and received with respect to the Pool Assets. Notwithstanding anything to the contrary in this SectionExhibit, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any obligor Obligor or any collateral with respect to any Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address provided above in subparagraph (a)(viia)(x), of any claims or legal actions regarding any Pool Asset. Module 1 — Whole Bank w/ Loss Share — P&A GULF STATE COMMUNITY BANK Version 2.11B CARRABELLE, FLORIDA October 8, 2010 64 (b) The In consideration for the provision of the services provided pursuant to this Arrangement, the Receiver agrees to reimburse the Assuming Institution for actual, reasonable and necessary expenses incurred in connection with the performance of its duties pursuant to this Arrangement, including expenses of photocopying, postage and express mail, and data processing and employee services (based upon the number of hours spent performing servicing duties). (c) The Assuming Bank shall provide the services described herein for a term of up to three hundred sixty-five (365) days after Bank Closing. The Receiver may terminate the Arrangement at any time upon not less than sixty (60) days notice to the Assuming Institution without any liability or cost to the Receiver other than the fees and expenses due to the Assuming Institution as of the termination date pursuant to paragraph (b) above. (d) At any time during the term of this Arrangement, the Receiver may, upon not less than thirty (30) days prior written notice to the Assuming Institution, remove one or more Pool Assets, and at the time of such removal the Assuming Institution’s responsibility with respect thereto shall terminate.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Home Bancshares Inc)

Methodology. 1. The price at which the Assuming Institution sells or disposes of Qualified Financial Contracts will be deemed to be the fair market value of such contracts, if such sale or disposition occurs at prevailing market rates within a predefined timetable as agreed upon by the Assuming Institution and the Receiver. 2. In valuing all other Qualified Financial Contracts, the following principles will apply: (i) All known cash flows under swaps or forward exchange contracts shall be present valued to the swap zero coupon interest rate curve. (ii) All valuations shall employ prices and interest rates based on the actual frequency of rate reset or payment.. Basic P&A Agreement – 2/26/15 186 Doral Bank Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT San Jxxx, PR (iii) Each tranche of amortizing contracts shall be separately valued. The total value of such amortizing contract shall be the sum of the values of its component tranches. (iv) For regularly traded contracts, valuations shall be at the midpoint of the bid and ask prices quoted by customary sources (e.g., The Wall Street Journal, Telerate, Reuters or other similar source) or regularly traded exchanges. (v) For all other Qualified Financial Contracts where published market quotes are unavailable, the adjusted price shall be the average of the bid and ask price quotes from three (3) securities dealers acceptable to the Receiver and Assuming Institution as of the Bank ClosingClosing Date. If quotes from securities dealers cannot be Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 obtained, an appraiser acceptable to the Receiver and the Assuming Institution will perform a valuation based on modeling, correlation analysis, interpolation or other techniques, as appropriate.] Module 1 — Whole Bank w/ Loss Share — . Basic P&A Peninsula Agreement – 2/26/15 187 Doral Bank Version 2.06 Englewood6.4P – PURCHASE AND ASSUMPTION AGREEMENT San Jxxx, Florida May 24PR This Interim Asset Servicing Arrangement is made pursuant to and as of the date of that certain Purchase and Assumption Agreement (the “Purchase and Assumption Agreement”) among the Receiver, 2010 EXHIBIT the Assuming Institution and the Corporation, to which this Arrangement is attached. Capitalized terms used and not otherwise defined in this Exhibit 4.13 INTERIM ASSET SERVICING ARRANGEMENTshall have the meanings assigned to such terms in the Agreement. (a) With respect to each asset (or liability) liability designated from time to time by the Receiver to be serviced by the Assuming Institution pursuant to this Interim Asset Servicing Arrangement (the “Arrangement”), including any Assets assets or liabilities sold or conveyed by the Receiver to any party other than the Assuming Institution (any such party, a “Successor Owner”) but with respect to which the Receiver has an obligation to service or provide servicing support (such being designated as assets and liabilities, the “Pool Assets”), for certain loans (the “Loans”) during the term of this ArrangementArrangement the Assuming Institution shall service or provide servicing support to the Pool Assets as described in this Exhibit 4.13. If the Assuming Institution is an approved or qualified servicer for any government sponsored entity (each, a “GSE”) or GNMA and if any of the Loans are owned by a GSE or GNMA, the Assuming Institution shallshall service or provide servicing support for the Loans owned by a GSE or GNMA in accordance with the guidelines promulgated by and its agreements with the applicable GSE or GNMA. If the Assuming Institution is not an approved or qualified servicer for a GSE or GNMA or the Loans are not owned by a GSE or GNMA, then the Assuming Institution shall service or provide servicing support for the Loans in accordance with the following: (i) Promptly promptly post and apply payments received with respect to any Pool Assetsthe applicable system of record; (ii) Reverse reverse and return insufficient funds checks; (iii) Pay pay (A) participation payments to participants in Loans, as and when received; and (B) tax and insurance bills on Pool Assets bills, as they come due, out of any escrow funds maintained for such purposes; and (C) unfunded commitments and protective advances out of any escrow funds created for such purposes; (iv) Maintain process funding draws under Loans and protective advances in connection with collateral and acquired property, in each case, as and to the extent authorized and funded by the Receiver; (v) maintain in use all data processing equipment and systems and other systems of record on which any activity with respect to any Pool Assets are, or prior to the Bank Closing Date, were, recorded, and maintain all historical data on any such systems as of the Bank Basic P&A Agreement – 2/26/15 188 Doral Bank Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT San Jxxx, PR Closing Date and not, without the express consent of the Receiver (which consent must be sought at least sixty (60) days prior to taking any action), deconvert, remove, transfer or otherwise discontinue use of any of the Failed Bank’s systems of record with respect to any Pool Asset; (vi) maintain accurate records reflecting (A) payments received by the payment history of Pool AssetsAssuming Institution, with updated (B) information received by the Assuming Institution concerning changes in the address or identity of the obligors any Obligor and (BC) usage of data processing equipment and employee services with respect to other servicing dutiesactions taken by the Assuming Institution, including checks returned for insufficient funds; (vvii) Send send (A) billing statements to obligors Obligors on Pool Assets (to the extent that such statements were sent by the Failed Bank; Bank or as are requested by the Receiver) and (viB) Send notices to obligors Obligors who are in default on Loans (in the same manner as the Failed BankBank or as are requested by the Receiver); (viiviii) Send employ a sufficient number of qualified employees to provide the services required to be provided by the Assuming Institution pursuant to this Arrangement (with the number and qualifications of such employees to be not less than the number and qualifications of employees employed by the Failed Bank to perform such functions as of the Bank Closing Date); (ix) hold in trust any Credit Files and any servicing files in the possession or on the premises of the Assuming Institution for the Receiver or the Successor Owner (as applicable) and segregate from the other books and records of the Assuming Institution and appropriately mxxx such Credit Files and servicing files to clearly reflect the ownership interest of the Receiver or the successor owner (as applicable); (x) send to the ReceiverReceiver (indicating closed bank name and number), Attn: Managing LiquidatorInterim Servicing Manager, at the email address provided in Section 13.7 13.6 of the Purchase and Assumption Agreement, or to such other person at such address as the Receiver may designate, via overnight delivery: (A) on a weekly basis, weekly reports for the Pool Assetsreports, including, without limitation, reports reflecting collections and the trial balances, transaction journals and loan histories for Pool Assets having activity(B) any other reports, together with copies or information as may be requested from time to time by the Receiver, including, if requested, copies of (1) checks or other remittances received, (2) insufficient funds checks returned, (3) checks or other remittances for payment to participants or for taxes taxes, insurance, funding advances and insuranceprotective advances, (4) pay-off requests, and (5) notices to defaulted obligors, and (6) data processing and employee logs and (B) any other reports, copies or information as may be periodically or from time to time requestedObligors; (viiixi) Remit remit on a weekly basis to the ReceiverReceiver (indicating closed bank name and number), Attn: Division of Finance, DRR Cashier Unit, OperationsBusiness Operations Support Branch, at in the address same manner as provided in paragraph (viia)(x), via wire transfer to the account designated by the Receiver, or to such other person at such other address and/or account as the Receiver may designate, all payments received on Pool Assets managed by the Assuming Institution or at such time and place and in such manner as may be directed by the Receiverreceived; (ixxii) prepare and timely file all information reports with appropriate tax authorities, and, if required requested by the Receiver, prepare and file tax returns and pay remit taxes due on or before the due date; Basic P&A Agreement – 2/26/15 189 Doral Bank Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT San Jxxx, relating to the Pool Assets; and PR (xxiii) provide and furnish such other services, operations or functions as may be required with regard to Pool Assetsfunctions, including, without limitation, as may be required with regard to any business, enterprise or agreement which is a Pool Asset, all as may be required requested by the Receiver. Notwithstanding anything to the contrary in this Section, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any obligor or any collateral with respect to any Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address provided above in subparagraph (a)(vii), of any claims or legal actions regarding any Pool Asset. (b) The Receiver agrees to reimburse the Assuming Institution for actual, reasonable and necessary expenses incurred in connection with the performance of duties pursuant to this Arrangement, including expenses of photocopying, postage and express mail, and data processing and employee services (based upon the number of hours spent performing servicing duties).;

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Popular Inc)

Methodology. 1. The price at which the Assuming Institution sells or disposes of Qualified Financial Contracts will be deemed to be the fair market value of such contracts, if such sale or disposition occurs at prevailing market rates within a predefined timetable as agreed upon by the Assuming Institution and the Receiver. 2. In valuing all other Qualified Financial Contracts, the following principles will apply: (i) All known cash flows under swaps or forward exchange contracts shall be present valued to the swap zero coupon interest rate curve. (ii) All valuations shall employ prices and interest rates based on the actual frequency of rate reset or payment. (iii) Each tranche of amortizing contracts shall be separately valued. The total value of such amortizing contract shall be the sum of the values of its component tranches. Module 1 Whole Bank w/ Optional Shared Loss Agreements 64 Summit Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Burlington, Washington April 27, 2011 (iv) For regularly traded contracts, valuations shall be at the midpoint of the bid and ask prices quoted by customary sources (e.g., The Wall Street Journal, Telerate, Reuters or other similar source) or regularly traded exchanges. (v) For all other Qualified Financial Contracts where published market quotes are unavailable, the adjusted price shall be the average of the bid and ask price quotes from three (3) securities dealers acceptable to the Receiver and Assuming Institution as of the Bank ClosingClosing Date. If quotes from securities dealers cannot be Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 obtained, an appraiser acceptable to the Receiver and the Assuming Institution will perform a valuation based on modeling, correlation analysis, interpolation or other techniques, as appropriate.] . Module 1 Whole Bank w/ Optional Shared Loss Share — P&A Peninsula Agreements 65 Summit Bank Version 2.06 Englewood3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Burlington, Florida May 24Washington April 27, 2010 EXHIBIT 4.13 INTERIM ASSET SERVICING ARRANGEMENT (a) With respect to each asset (or liability) designated from time to time by the Receiver to be serviced by the Assuming Institution pursuant to this Arrangement, including any Assets sold by the Receiver but with respect to which the Receiver has an obligation to service or provide servicing support (such being designated as “Pool Assets”), during the term of this Arrangement, the Assuming Institution shall: (i) Promptly apply payments received with respect to any Pool Assets; (ii) Reverse and return insufficient funds checks; (iii) Pay (A) participation payments to participants in Loans, as and when received; and (B) tax and insurance bills on Pool Assets as they come due, out of escrow funds maintained for purposes; (iv) Maintain accurate records reflecting (A) the payment history of Pool Assets, with updated information received concerning changes in the address or identity of the obligors and (B) usage of data processing equipment and employee services with respect to servicing duties; (v) Send billing statements to obligors on Pool Assets to the extent that such statements were sent by the Failed Bank; (vi) Send notices to obligors who are in default on Loans (in the same manner as the Failed Bank); (vii) Send to the Receiver, Attn: Managing Liquidator, at the address provided in Section 13.7 of the Agreement, or to such other person at such address as the Receiver may designate, via overnight delivery: (A) on a weekly basis, weekly reports for the Pool Assets, including, without limitation, reports reflecting collections and the trial balances, transaction journals and loan histories for Pool Assets having activity, together with copies of (1) checks received, (2) insufficient funds checks returned, (3) checks for payment to participants or for taxes and insurance, (4) pay-off requests, (5) notices to defaulted obligors, and (6) data processing and employee logs and (B) any other reports, copies or information as may be periodically or from time to time requested; (viii) Remit on a weekly basis to the Receiver, Attn: Division of Finance, Cashier Unit, Operations, at the address in (vii), via wire transfer to the account designated by the Receiver, or to such other person at such address and/or account as the Receiver may designate, all payments received on Pool Assets managed by the Assuming Institution or at such time and place and in such manner as may be directed by the Receiver; (ix) prepare and timely file all information reports with appropriate tax authorities, and, if required by the Receiver, prepare and file tax returns and pay taxes due on or before the due date, relating to the Pool Assets; and (x) provide and furnish such other services, operations or functions as may be required with regard to Pool Assets, including, without limitation, as may be required with regard to any business, enterprise or agreement which is a Pool Asset, all as may be required by the Receiver. Notwithstanding anything to the contrary in this Section, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any obligor or any collateral with respect to any Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address provided above in subparagraph (a)(vii), of any claims or legal actions regarding any Pool Asset. (b) The Receiver agrees to reimburse the Assuming Institution for actual, reasonable and necessary expenses incurred in connection with the performance of duties pursuant to this Arrangement, including expenses of photocopying, postage and express mail, and data processing and employee services (based upon the number of hours spent performing servicing duties).2011

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Columbia Banking System Inc)

Methodology. 1. The price at which the Assuming Institution sells or disposes of Qualified Financial Contracts will be deemed to be the fair market value of such contracts, if such sale or disposition occurs at prevailing market rates within a predefined timetable as agreed upon by the Assuming Institution and the Receiver. 2. In valuing all other Qualified Financial Contracts, the following principles will apply: (i) All known cash flows under swaps or forward exchange contracts shall be present valued to the swap zero coupon interest rate curve. (ii) All valuations shall employ prices and interest rates based on the actual frequency of rate reset or payment. (iii) Each tranche of amortizing contracts shall be separately valued. The total value of such amortizing contract shall be the sum of the values of its component tranches.. Whole Bank w/ Optional Shared Loss Agreements Version 4.2.2 – PURCHASE AND ASSUMPTION AGREEMENT June 1, 2012 57 Security Exchange Bank Marietta, Georgia (iv) For regularly traded contracts, valuations shall be at the midpoint of the bid and ask prices quoted by customary sources (e.g., The Wall Street Journal, Telerate, Reuters or other similar source) or regularly traded exchanges. (v) For all other Qualified Financial Contracts where published market quotes are unavailable, the adjusted price shall be the average of the bid and ask price quotes from three (3) securities dealers acceptable to the Receiver and Assuming Institution as of the Bank ClosingClosing Date. If quotes from securities dealers cannot be Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 obtained, an appraiser acceptable to the Receiver and the Assuming Institution will perform a valuation based on modeling, correlation analysis, interpolation or other techniques, as appropriate.] Module 1 — . Whole Bank w/ Optional Shared Loss Share — P&A Peninsula Agreements Version 4.2.2 – PURCHASE AND ASSUMPTION AGREEMENT June 1, 2012 58 Security Exchange Bank Version 2.06 EnglewoodMarietta, Florida May 24, 2010 EXHIBIT 4.13 INTERIM ASSET SERVICING ARRANGEMENT (a) With respect to each asset (or liability) designated from time to time by the Receiver to be serviced by the Assuming Institution pursuant to this Arrangement, including any Assets sold by the Receiver but with respect to which the Receiver has an obligation to service or provide servicing support (such being designated as “Pool Assets”), during the term of this Arrangement, the Assuming Institution shall: (i) Promptly apply payments received with respect to any Pool Assets; (ii) Reverse and return insufficient funds checks; (iii) Pay (A) participation payments to participants in Loans, as and when received; and (B) tax and insurance bills on Pool Assets as they come due, out of escrow funds maintained for purposes; (iv) Maintain accurate records reflecting (A) the payment history of Pool Assets, with updated information received concerning changes in the address or identity of the obligors and (B) usage of data processing equipment and employee services with respect to servicing duties; (v) Send billing statements to obligors on Pool Assets to the extent that such statements were sent by the Failed Bank; (vi) Send notices to obligors who are in default on Loans (in the same manner as the Failed Bank); (vii) Send to the Receiver, Attn: Managing Liquidator, at the address provided in Section 13.7 of the Agreement, or to such other person at such address as the Receiver may designate, via overnight delivery: (A) on a weekly basis, weekly reports for the Pool Assets, including, without limitation, reports reflecting collections and the trial balances, transaction journals and loan histories for Pool Assets having activity, together with copies of (1) checks received, (2) insufficient funds checks returned, (3) checks for payment to participants or for taxes and insurance, (4) pay-off requests, (5) notices to defaulted obligors, and (6) data processing and employee logs and (B) any other reports, copies or information as may be periodically or from time to time requested; (viii) Remit on a weekly basis to the Receiver, Attn: Division of Finance, Cashier Unit, Operations, at the address in (vii), via wire transfer to the account designated by the Receiver, or to such other person at such address and/or account as the Receiver may designate, all payments received on Pool Assets managed by the Assuming Institution or at such time and place and in such manner as may be directed by the Receiver; (ix) prepare and timely file all information reports with appropriate tax authorities, and, if required by the Receiver, prepare and file tax returns and pay taxes due on or before the due date, relating to the Pool Assets; and (x) provide and furnish such other services, operations or functions as may be required with regard to Pool Assets, including, without limitation, as may be required with regard to any business, enterprise or agreement which is a Pool Asset, all as may be required by the Receiver. Notwithstanding anything to the contrary in this Section, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any obligor or any collateral with respect to any Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address provided above in subparagraph (a)(vii), of any claims or legal actions regarding any Pool Asset. (b) The Receiver agrees to reimburse the Assuming Institution for actual, reasonable and necessary expenses incurred in connection with the performance of duties pursuant to this Arrangement, including expenses of photocopying, postage and express mail, and data processing and employee services (based upon the number of hours spent performing servicing duties).Georgia

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Fidelity Southern Corp)

Methodology. 1. The price at which the Assuming Institution sells or disposes of Qualified Financial Contracts will be deemed to be the fair market value of such contracts, if such sale or disposition occurs at prevailing market rates within a predefined timetable as agreed upon by the Assuming Institution and the Receiver. 2. In valuing all other Qualified Financial Contracts, the following principles will apply: (i) All known cash flows under swaps or forward exchange contracts shall be present valued to the swap zero coupon interest rate curve. (ii) All valuations shall employ prices and interest rates based on the actual frequency of rate reset or payment. (iii) Each tranche of amortizing contracts shall be separately valued. The total value of such amortizing contract shall be the sum of the values of its component tranches. Module 1 Whole Bank w/ Optional Shared Loss Agreements Version 3.2 – PURCHASE AND ASSUMPTION AGREEMENT July 15, 2011 56 Citizens Bank of Northern California Nevada City, California (iv) For regularly traded contracts, valuations shall be at the midpoint of the bid and ask prices quoted by customary sources (e.g., The Wall Street Journal, Telerate, Reuters or other similar source) or regularly traded exchanges. (v) For all other Qualified Financial Contracts where published market quotes are unavailable, the adjusted price shall be the average of the bid and ask price quotes from three (3) securities dealers acceptable to the Receiver and Assuming Institution as of the Bank ClosingClosing Date. If quotes from securities dealers cannot be Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 obtained, an appraiser acceptable to the Receiver and the Assuming Institution will perform a valuation based on modeling, correlation analysis, interpolation or other techniques, as appropriate.] Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 EXHIBIT 4.13 INTERIM ASSET SERVICING ARRANGEMENT (a) With respect to each asset (or liability) designated from time to time by the Receiver to be serviced by the Assuming Institution pursuant to this Arrangement, including any Assets sold by the Receiver but with respect to which the Receiver has an obligation to service or provide servicing support (such being designated as “Pool Assets”), during the term of this Arrangement, the Assuming Institution shall: (i) Promptly apply payments received with respect to any Pool Assets; (ii) Reverse and return insufficient funds checks; (iii) Pay (A) participation payments to participants in Loans, as and when received; and (B) tax and insurance bills on Pool Assets as they come due, out of escrow funds maintained for purposes; (iv) Maintain accurate records reflecting (A) the payment history of Pool Assets, with updated information received concerning changes in the address or identity of the obligors and (B) usage of data processing equipment and employee services with respect to servicing duties; (v) Send billing statements to obligors on Pool Assets to the extent that such statements were sent by the Failed Bank; (vi) Send notices to obligors who are in default on Loans (in the same manner as the Failed Bank); (vii) Send to the Receiver, Attn: Managing Liquidator, at the address provided in Section 13.7 of the Agreement, or to such other person at such address as the Receiver may designate, via overnight delivery: (A) on a weekly basis, weekly reports for the Pool Assets, including, without limitation, reports reflecting collections and the trial balances, transaction journals and loan histories for Pool Assets having activity, together with copies of (1) checks received, (2) insufficient funds checks returned, (3) checks for payment to participants or for taxes and insurance, (4) pay-off requests, (5) notices to defaulted obligors, and (6) data processing and employee logs and (B) any other reports, copies or information as may be periodically or from time to time requested; (viii) Remit on a weekly basis to the Receiver, Attn: Division of Finance, Cashier Unit, Operations, at the address in (vii), via wire transfer to the account designated by the Receiver, or to such other person at such address and/or account as the Receiver may designate, all payments received on Pool Assets managed by the Assuming Institution or at such time and place and in such manner as may be directed by the Receiver; (ix) prepare and timely file all information reports with appropriate tax authorities, and, if required by the Receiver, prepare and file tax returns and pay taxes due on or before the due date, relating to the Pool Assets; and (x) provide and furnish such other services, operations or functions as may be required with regard to Pool Assets, including, without limitation, as may be required with regard to any business, enterprise or agreement which is a Pool Asset, all as may be required by the Receiver. Notwithstanding anything to the contrary in this Section, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any obligor or any collateral with respect to any Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address provided above in subparagraph (a)(vii), of any claims or legal actions regarding any Pool Asset. (b) The Receiver agrees to reimburse the Assuming Institution for actual, reasonable and necessary expenses incurred in connection with the performance of duties pursuant to this Arrangement, including expenses of photocopying, postage and express mail, and data processing and employee services (based upon the number of hours spent performing servicing duties).

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Trico Bancshares /)

Methodology. 1. The price at which the Assuming Institution sells or disposes of Qualified Financial Contracts will be deemed to be the fair market value of such contracts, if such sale or disposition occurs at prevailing market rates within a predefined timetable as agreed upon by the Assuming Institution and the Receiver. 2. In valuing all other Qualified Financial Contracts, the following principles will apply: (i) All known cash flows under swaps or forward exchange contracts shall be present valued to the swap zero coupon interest rate curve. (ii) All valuations shall employ prices and interest rates based on the actual frequency of rate reset or payment. (iii) Each tranche of amortizing contracts shall be separately valued. The total value of such amortizing contract shall be the sum of the values of its component tranches.. Whole Bank w/ Optional Shared Loss Agreements 61 Heritage Bank of Florida Version 4.4 – PURCHASE AND ASSUMPTION AGREEMENT Lutz, Florida September 19, 2012 (iv) For regularly traded contracts, valuations shall be at the midpoint of the bid and ask prices quoted by customary sources (e.g., The Wall Street Journal, Telerate, Reuters or other similar source) or regularly traded exchanges. (v) For all other Qualified Financial Contracts where published market quotes are unavailable, the adjusted price shall be the average of the bid and ask price quotes from three (3) securities dealers acceptable to the Receiver and Assuming Institution as of the Bank ClosingClosing Date. If quotes from securities dealers cannot be Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 obtained, an appraiser acceptable to the Receiver and the Assuming Institution will perform a valuation based on modeling, correlation analysis, interpolation or other techniques, as appropriate.] Module 1 — . Whole Bank w/ Optional Shared Loss Share — P&A Peninsula Agreements 62 Heritage Bank of Florida Version 2.06 Englewood4.4 – PURCHASE AND ASSUMPTION AGREEMENT Lutz, Florida May 24September 19, 2010 EXHIBIT 4.13 INTERIM ASSET SERVICING ARRANGEMENT (a) With respect to each asset (or liability) designated from time to time by the Receiver to be serviced by the Assuming Institution pursuant to this Arrangement, including any Assets sold by the Receiver but with respect to which the Receiver has an obligation to service or provide servicing support (such being designated as “Pool Assets”), during the term of this Arrangement, the Assuming Institution shall: (i) Promptly apply payments received with respect to any Pool Assets; (ii) Reverse and return insufficient funds checks; (iii) Pay (A) participation payments to participants in Loans, as and when received; and (B) tax and insurance bills on Pool Assets as they come due, out of escrow funds maintained for purposes; (iv) Maintain accurate records reflecting (A) the payment history of Pool Assets, with updated information received concerning changes in the address or identity of the obligors and (B) usage of data processing equipment and employee services with respect to servicing duties; (v) Send billing statements to obligors on Pool Assets to the extent that such statements were sent by the Failed Bank; (vi) Send notices to obligors who are in default on Loans (in the same manner as the Failed Bank); (vii) Send to the Receiver, Attn: Managing Liquidator, at the address provided in Section 13.7 of the Agreement, or to such other person at such address as the Receiver may designate, via overnight delivery: (A) on a weekly basis, weekly reports for the Pool Assets, including, without limitation, reports reflecting collections and the trial balances, transaction journals and loan histories for Pool Assets having activity, together with copies of (1) checks received, (2) insufficient funds checks returned, (3) checks for payment to participants or for taxes and insurance, (4) pay-off requests, (5) notices to defaulted obligors, and (6) data processing and employee logs and (B) any other reports, copies or information as may be periodically or from time to time requested; (viii) Remit on a weekly basis to the Receiver, Attn: Division of Finance, Cashier Unit, Operations, at the address in (vii), via wire transfer to the account designated by the Receiver, or to such other person at such address and/or account as the Receiver may designate, all payments received on Pool Assets managed by the Assuming Institution or at such time and place and in such manner as may be directed by the Receiver; (ix) prepare and timely file all information reports with appropriate tax authorities, and, if required by the Receiver, prepare and file tax returns and pay taxes due on or before the due date, relating to the Pool Assets; and (x) provide and furnish such other services, operations or functions as may be required with regard to Pool Assets, including, without limitation, as may be required with regard to any business, enterprise or agreement which is a Pool Asset, all as may be required by the Receiver. Notwithstanding anything to the contrary in this Section, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any obligor or any collateral with respect to any Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address provided above in subparagraph (a)(vii), of any claims or legal actions regarding any Pool Asset. (b) The Receiver agrees to reimburse the Assuming Institution for actual, reasonable and necessary expenses incurred in connection with the performance of duties pursuant to this Arrangement, including expenses of photocopying, postage and express mail, and data processing and employee services (based upon the number of hours spent performing servicing duties).2012

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Home Bancshares Inc)

Methodology. 1. The price at which the Assuming Institution sells or disposes of Qualified Financial Contracts will be deemed to be the fair market value of such contracts, if such sale or disposition occurs at prevailing market rates within a predefined timetable as agreed upon by the Assuming Institution and the Receiver. 2. In valuing all other Qualified Financial Contracts, the following principles will apply: (i) All known cash flows under swaps or forward exchange contracts shall be present valued to the swap zero coupon interest rate curve. (ii) All valuations shall employ prices and interest rates based on the actual frequency of rate reset or payment. (iii) Each tranche of amortizing contracts shall be separately valued. The total value of such amortizing contract shall be the sum of the values of its component tranches. Module 1 — Whole Bank w/ Loss Share — P&A Bank of Florida — Southeast Version 2.05 Fort Lauderdale, Florida May 25, 2010 (iv) For regularly traded contracts, valuations shall be at the midpoint of the bid and ask prices quoted by customary sources (e.g., The Wall Street Journal, Telerate, Reuters or other similar source) or regularly traded exchanges. (v) For all other Qualified Financial Contracts where published market quotes are unavailable, the adjusted price shall be the average of the bid and ask price quotes from three (3) securities dealers acceptable to the Receiver and Assuming Institution as of Bank Closing. If quotes from securities dealers cannot be Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 obtained, an appraiser acceptable to the Receiver and the Assuming Institution will perform a valuation based on modeling, correlation analysis, interpolation or other techniques, as appropriate.] ] Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank of Florida — Southeast Version 2.06 Englewood2.05 Fort Lauderdale, Florida May 2425, 2010 EXHIBIT 4.13 INTERIM ASSET SERVICING ARRANGEMENT2010 (a) With respect to each asset (or liability) designated from time to time by the Receiver to be serviced by the Assuming Institution pursuant to this Arrangement, including any Assets sold by the Receiver but with respect to which the Receiver has an obligation to service or provide servicing support support. (such being designated as “Pool Assets”), during the term of this Arrangement, the Assuming Institution shall: (i) Promptly apply payments received with respect to any Pool Assets; (ii) Reverse and return insufficient funds checks; (iii) Pay (A) participation payments to participants in Loans, as and when received; and (B) tax and insurance bills on Pool Assets as they come due, out of escrow funds maintained for purposes; (iv) Maintain accurate records reflecting (A) the payment history of Pool Assets, with updated information received concerning changes in the address or identity of the obligors and (B) usage of data processing equipment and employee services with respect to servicing duties; (v) Send billing statements to obligors on Pool Assets to the extent that such statements were sent by the Failed Bank; (vi) Send notices to obligors who are in default on Loans (in the same manner as the Failed Bank); (vii) Send to the Receiver, Attn: Managing Liquidator, at the address provided in Section 13.7 of the Agreement, or to such other person at such address as the Receiver may designate, via overnight delivery: (A) on a weekly basis, weekly reports for the Pool Assets, including, without limitation, reports reflecting collections and the trial balances, transaction journals and loan histories for Pool Assets having activity, together with copies of (1) checks received, (2) insufficient funds checks returned, (3) checks for payment to participants or for taxes and insurance, (4) pay-off requests, (5) notices to defaulted obligors, and (6) data processing and employee logs and (B) any other reports, copies or information as may be periodically or from time to time requested; (viii) Remit on a weekly basis to the Receiver, Attn: Division of Finance, Cashier Unit, Operations, at the address in (vii), via wire transfer to the account designated by the Receiver, or to such other person at such address and/or account as the Receiver may designate, all payments received on Pool Assets managed by the Assuming Institution or at such time and place and in such manner as may be directed by the Receiver; Module 1 — Whole Bank w/ Loss Share — P&A Bank of Florida — Southeast Version 2.05 Fort Lauderdale, Florida May 25, 2010 (ix) prepare and timely file all information reports with appropriate tax authorities, and, if required by the Receiver, prepare and file tax returns and pay taxes due on or before the due date, relating to the Pool Assets; and (x) provide and furnish such other services, operations or functions as may be required with regard to Pool Assets, including, without limitation, as may be required with regard to any business, enterprise or agreement which is a Pool Asset, all as may be required by the Receiver. Notwithstanding anything to the contrary in this Section, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any obligor or any collateral with respect to any Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address provided above in subparagraph (a)(vii), of any claims or legal actions regarding any Pool Asset. (b) The Receiver agrees to reimburse the Assuming Institution for actual, reasonable and necessary expenses incurred in connection with the performance of duties pursuant to this Arrangement, including expenses of photocopying, postage and express mail, and data processing and employee services (based upon the number of hours spent performing servicing duties). (c) The Assuming Bank shall provide the services described herein for a period of up to three hundred sixty-five (365) days after Bank Closing. (d) At any time during the term of this Arrangement, the Receiver may, upon written notice to the Assuming Institution, remove one or more Pool Assets from the Pool, at which time the Assuming Institution’s responsibility with respect thereto shall terminate. (e) At the expiration of this Agreement or upon the termination of the Assuming Institution’s responsibility with respect to any Pool Asset pursuant to paragraph (d) hereof, the Assuming Institution shall: (i) deliver to the Receiver (or its designee) all of the Credit Documents and Pool Records relating to the Pool Assets; and (ii) cooperate with the Receiver to facilitate the orderly transition of managing the Pool Assets to the Receiver (or its designee). (f) At the request of the Receiver, the Assuming Institution shall perform such transitional services with regard to the Pool Assets as the Receiver may request. Transitional services may include, without limitation, assisting in any due diligence process deemed necessary by the Receiver and providing to the Receiver or its designee(s) (x) information and data regarding the Pool Assets, including, without limitation, system reports and data downloads sufficient to transfer the Pool Assets to another system or systems, and (y) access to employees of the Assuming Institution involved in the management of, or otherwise familiar with, the Pool Assets.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (EverBank Financial Corp)

Methodology. 1. The price at which the Assuming Institution sells or disposes of Qualified Financial Contracts will be deemed to be the fair market value of such contracts, if such sale or disposition occurs at prevailing market rates within a predefined timetable as agreed upon by the Assuming Institution and the Receiver. 2. In valuing all other Qualified Financial Contracts, the following principles will apply: (i) All known cash flows under swaps or forward exchange contracts shall be present valued to the swap zero coupon interest rate curve. (ii) All valuations shall employ prices and interest rates based on the actual frequency of rate reset or payment. (iii) Each tranche of amortizing contracts shall be separately valued. The total value of such amortizing contract shall be the sum of the values of its component tranches. Module 1 Whole Bank w/ Optional Shared Loss Agreements 58 Central Florida State Bank Version 3.3.1 – PURCHASE AND ASSUMPTION AGREEMENT Belleview, Florida December 7, 2011 (iv) For regularly traded contracts, valuations shall be at the midpoint of the bid and ask prices quoted by customary sources (e.g., The Wall Street Journal, Telerate, Reuters or other similar source) or regularly traded exchanges. (v) For all other Qualified Financial Contracts where published market quotes are unavailable, the adjusted price shall be the average of the bid and ask price quotes from three (3) securities dealers acceptable to the Receiver and Assuming Institution as of the Bank ClosingClosing Date. If quotes from securities dealers cannot be Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 obtained, an appraiser acceptable to the Receiver and the Assuming Institution will perform a valuation based on modeling, correlation analysis, interpolation or other techniques, as appropriate.] . Module 1 Whole Bank w/ Optional Shared Loss Share — P&A Peninsula Agreements 59 Central Florida State Bank Version 2.06 Englewood3.3.1 – PURCHASE AND ASSUMPTION AGREEMENT Belleview, Florida May 24December 7, 2010 EXHIBIT 4.13 INTERIM ASSET SERVICING ARRANGEMENT (a) With respect to each asset (or liability) designated from time to time by the Receiver to be serviced by the Assuming Institution 2011 This Interim Asset Servicing Arrangement is made pursuant to this Arrangement, including any Assets sold by and as of the Receiver but with respect to which date of that certain Purchase and Assumption Agreement (the Receiver has an obligation to service or provide servicing support (such being designated as Pool AssetsPurchase and Assumption Agreement), during ) among the term of this ArrangementReceiver, the Assuming Institution shall: (i) Promptly apply payments received with respect and the Corporation, to any Pool Assets; (ii) Reverse which this Arrangement is attached. Capitalized terms used and return insufficient funds checks; (iii) Pay (A) participation payments not otherwise defined in this Exhibit 4.13 shall have the meanings assigned to participants in Loans, as and when received; and (B) tax and insurance bills on Pool Assets as they come due, out of escrow funds maintained for purposes; (iv) Maintain accurate records reflecting (A) the payment history of Pool Assets, with updated information received concerning changes such terms in the address or identity of the obligors and (B) usage of data processing equipment and employee services with respect to servicing duties; (v) Send billing statements to obligors on Pool Assets to the extent that such statements were sent by the Failed Bank; (vi) Send notices to obligors who are in default on Loans (in the same manner as the Failed Bank); (vii) Send to the Receiver, Attn: Managing Liquidator, at the address provided in Section 13.7 of the Agreement, or to such other person at such address as the Receiver may designate, via overnight delivery: (A) on a weekly basis, weekly reports for the Pool Assets, including, without limitation, reports reflecting collections and the trial balances, transaction journals and loan histories for Pool Assets having activity, together with copies of (1) checks received, (2) insufficient funds checks returned, (3) checks for payment to participants or for taxes and insurance, (4) pay-off requests, (5) notices to defaulted obligors, and (6) data processing and employee logs and (B) any other reports, copies or information as may be periodically or from time to time requested; (viii) Remit on a weekly basis to the Receiver, Attn: Division of Finance, Cashier Unit, Operations, at the address in (vii), via wire transfer to the account designated by the Receiver, or to such other person at such address and/or account as the Receiver may designate, all payments received on Pool Assets managed by the Assuming Institution or at such time and place and in such manner as may be directed by the Receiver; (ix) prepare and timely file all information reports with appropriate tax authorities, and, if required by the Receiver, prepare and file tax returns and pay taxes due on or before the due date, relating to the Pool Assets; and (x) provide and furnish such other services, operations or functions as may be required with regard to Pool Assets, including, without limitation, as may be required with regard to any business, enterprise or agreement which is a Pool Asset, all as may be required by the Receiver. Notwithstanding anything to the contrary in this Section, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any obligor or any collateral with respect to any Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address provided above in subparagraph (a)(vii), of any claims or legal actions regarding any Pool Asset. (b) The Receiver agrees to reimburse the Assuming Institution for actual, reasonable and necessary expenses incurred in connection with the performance of duties pursuant to this Arrangement, including expenses of photocopying, postage and express mail, and data processing and employee services (based upon the number of hours spent performing servicing duties).

Appears in 1 contract

Samples: Purchase and Assumption Agreement (CenterState Banks, Inc.)

Methodology. 1. The price at which the Assuming Institution sells or disposes of Qualified Financial Contracts will be deemed to be the fair market value of such contracts, if such sale or disposition occurs at prevailing market rates within a predefined timetable as agreed upon by the Assuming Institution and the Receiver. 2. In valuing all other Qualified Financial Contracts, the following principles will apply: (i) All known cash flows under swaps or forward exchange contracts shall be present valued to the swap zero coupon interest rate curve. (ii) All valuations shall employ prices and interest rates based on the actual frequency of rate reset or payment.. Basic P&A Agreement – 2/26/15 186 Doral Bank Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT San Xxxx, PR (iii) Each tranche of amortizing contracts shall be separately valued. The total value of such amortizing contract shall be the sum of the values of its component tranches. (iv) For regularly traded contracts, valuations shall be at the midpoint of the bid and ask prices quoted by customary sources (e.g., The Wall Street Journal, Telerate, Reuters or other similar source) or regularly traded exchanges. (v) For all other Qualified Financial Contracts where published market quotes are unavailable, the adjusted price shall be the average of the bid and ask price quotes from three (3) securities dealers acceptable to the Receiver and Assuming Institution as of the Bank ClosingClosing Date. If quotes from securities dealers cannot be Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 obtained, an appraiser acceptable to the Receiver and the Assuming Institution will perform a valuation based on modeling, correlation analysis, interpolation or other techniques, as appropriate.] Module 1 — Whole Bank w/ Loss Share — . Basic P&A Peninsula Agreement – 2/26/15 187 Doral Bank Version 2.06 Englewood6.4P – PURCHASE AND ASSUMPTION AGREEMENT San Xxxx, Florida May 24, 2010 PR EXHIBIT 4.13 INTERIM ASSET SERVICING ARRANGEMENTARRANGEMENT This Interim Asset Servicing Arrangement is made pursuant to and as of the date of that certain Purchase and Assumption Agreement (the “Purchase and Assumption Agreement”) among the Receiver, the Assuming Institution and the Corporation, to which this Arrangement is attached. Capitalized terms used and not otherwise defined in this Exhibit 4.13 shall have the meanings assigned to such terms in the Agreement. (a) With respect to each asset (or liability) liability designated from time to time by the Receiver to be serviced by the Assuming Institution pursuant to this Interim Asset Servicing Arrangement (the “Arrangement”), including any Assets assets or liabilities sold or conveyed by the Receiver to any party other than the Assuming Institution (any such party, a “Successor Owner”) but with respect to which the Receiver has an obligation to service or provide servicing support (such being designated as assets and liabilities, the “Pool Assets”), for certain loans (the “Loans”) during the term of this ArrangementArrangement the Assuming Institution shall service or provide servicing support to the Pool Assets as described in this Exhibit 4.13. If the Assuming Institution is an approved or qualified servicer for any government sponsored entity (each, a “GSE”) or GNMA and if any of the Loans are owned by a GSE or GNMA, the Assuming Institution shallshall service or provide servicing support for the Loans owned by a GSE or GNMA in accordance with the guidelines promulgated by and its agreements with the applicable GSE or GNMA. If the Assuming Institution is not an approved or qualified servicer for a GSE or GNMA or the Loans are not owned by a GSE or GNMA, then the Assuming Institution shall service or provide servicing support for the Loans in accordance with the following: (i) Promptly promptly post and apply payments received with respect to any Pool Assetsthe applicable system of record; (ii) Reverse reverse and return insufficient funds checks; (iii) Pay pay (A) participation payments to participants in Loans, as and when received; and (B) tax and insurance bills on Pool Assets bills, as they come due, out of any escrow funds maintained for such purposes; and (C) unfunded commitments and protective advances out of any escrow funds created for such purposes; (iv) Maintain process funding draws under Loans and protective advances in connection with collateral and acquired property, in each case, as and to the extent authorized and funded by the Receiver; (v) maintain in use all data processing equipment and systems and other systems of record on which any activity with respect to any Pool Assets are, or prior to the Bank Closing Date, were, recorded, and maintain all historical data on any such systems as of the Bank Basic P&A Agreement – 2/26/15 188 Doral Bank Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT San Xxxx, PR Closing Date and not, without the express consent of the Receiver (which consent must be sought at least sixty (60) days prior to taking any action), deconvert, remove, transfer or otherwise discontinue use of any of the Failed Bank’s systems of record with respect to any Pool Asset; (vi) maintain accurate records reflecting (A) payments received by the payment history of Pool AssetsAssuming Institution, with updated (B) information received by the Assuming Institution concerning changes in the address or identity of the obligors any Obligor and (BC) usage of data processing equipment and employee services with respect to other servicing dutiesactions taken by the Assuming Institution, including checks returned for insufficient funds; (vvii) Send send (A) billing statements to obligors Obligors on Pool Assets (to the extent that such statements were sent by the Failed Bank; Bank or as are requested by the Receiver) and (viB) Send notices to obligors Obligors who are in default on Loans (in the same manner as the Failed BankBank or as are requested by the Receiver); (viiviii) Send employ a sufficient number of qualified employees to provide the services required to be provided by the Assuming Institution pursuant to this Arrangement (with the number and qualifications of such employees to be not less than the number and qualifications of employees employed by the Failed Bank to perform such functions as of the Bank Closing Date); (ix) hold in trust any Credit Files and any servicing files in the possession or on the premises of the Assuming Institution for the Receiver or the Successor Owner (as applicable) and segregate from the other books and records of the Assuming Institution and appropriately xxxx such Credit Files and servicing files to clearly reflect the ownership interest of the Receiver or the successor owner (as applicable); (x) send to the ReceiverReceiver (indicating closed bank name and number), Attn: Managing LiquidatorInterim Servicing Manager, at the email address provided in Section 13.7 13.6 of the Purchase and Assumption Agreement, or to such other person at such address as the Receiver may designate, via overnight delivery: (A) on a weekly basis, weekly reports for the Pool Assetsreports, including, without limitation, reports reflecting collections and the trial balances, transaction journals and loan histories for Pool Assets having activity(B) any other reports, together with copies or information as may be requested from time to time by the Receiver, including, if requested, copies of (1) checks or other remittances received, (2) insufficient funds checks returned, (3) checks or other remittances for payment to participants or for taxes taxes, insurance, funding advances and insuranceprotective advances, (4) pay-off requests, and (5) notices to defaulted obligors, and (6) data processing and employee logs and (B) any other reports, copies or information as may be periodically or from time to time requestedObligors; (viiixi) Remit remit on a weekly basis to the ReceiverReceiver (indicating closed bank name and number), Attn: Division of Finance, DRR Cashier Unit, OperationsBusiness Operations Support Branch, at in the address same manner as provided in paragraph (viia)(x), via wire transfer to the account designated by the Receiver, or to such other person at such other address and/or account as the Receiver may designate, all payments received on Pool Assets managed by the Assuming Institution or at such time and place and in such manner as may be directed by the Receiverreceived; (ixxii) prepare and timely file all information reports with appropriate tax authorities, and, if required requested by the Receiver, prepare and file tax returns and pay remit taxes due on or before the due date; Basic P&A Agreement – 2/26/15 189 Doral Bank Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT San Xxxx, relating to the Pool Assets; andPR (xxiii) provide and furnish such other services, operations or functions as may be required with regard to Pool Assetsfunctions, including, without limitation, as may be required with regard to any business, enterprise or agreement which is a Pool Asset, all as may be required requested by the Receiver; (xiv) establish a custodial account for the Receiver and for each successor owner at the Assuming Institution, each of which shall be interest bearing, titled in the name of Assuming Institution, in trust for the Receiver or the successor owner (as applicable), in each case as the owner, and segregate and hold all funds collected and received with respect to the Pool Assets separate and apart from any of the Assuming Institution’s own funds and general assets; and (xv) no later than the end of the second Business Day following receipt thereof, deposit into the applicable custodial account and retain therein all funds collected and received with respect to the Pool Assets. Notwithstanding anything to the contrary in this SectionExhibit, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any obligor Obligor or any collateral with respect to any Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address provided referred to above in subparagraph paragraph (a)(viia)(x), of any claims or legal actions regarding any Pool Asset. (b) The In consideration for the provision of the services provided pursuant to this Arrangement, the Receiver agrees to reimburse the Assuming Institution for the actual, reasonable and necessary expenses incurred in connection with the performance of its duties pursuant to this Arrangement, including expenses shared services of photocopying, postage and postage, express mail, and core data processing (allocated on a per loan basis based on historical actual costs) and amounts paid for employee services (based upon the number of hours spent performing servicing duties). (c) The Assuming Institution shall provide the services described herein for a term of up to one hundred-eighty (180) days after the Bank Closing Date. The Receiver may terminate the Arrangement at any time upon not less than sixty (60) days notice to the Assuming Institution without any liability or cost to the Receiver other than the fees and expenses due to the Assuming Institution as of the termination date pursuant to paragraph (b) above. (d) At any time during the term of this Arrangement, the Receiver may, upon not less than thirty (30) days prior written notice to the Assuming Institution, remove one or more Pool Assets, and at the time of such removal the Assuming Institution’s responsibility with respect thereto shall terminate.

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Samples: Purchase and Assumption Agreement