EXHIBIT 2.4
LOAN SALE AGREEMENT
THIS LOAN SALE AGREEMENT (the "Agreement") is made and entered into
this 30th day of May, 2001 by and between XXXXXXXXXX BANK, FSB, a federally
chartered savings association (the "Seller"), and LOS PADRES BANK, FSB, a
federally chartered savings association (the "Buyer"), for mutual consideration
herein evidenced.
This Agreement governs (i) the sale by the Seller to the Buyer and
the purchase by the Buyer from the Seller of certain loans each of which is (A)
unsecured, (B) secured by personal property, (C) secured by an interest in real
estate, or (D) secured by a mixture of personal property and real estate, all as
identified in Exhibit A attached to this Agreement, and (ii) the interim
servicing of such loans following such purchase and sale.
ARTICLE I
DEFINITIONS
Section 1.1 "Auto Receivable" means a Loan or installment sale contract
arising from the purchase of, and secured by, an automobile or light-duty truck.
Section 1.2 "Business Loan" means a term or revolving Loan to a commercial
enterprise secured by personal property, or a mixture of real and personal
property.
Section 1.3 "Commercial Mortgage Loan" means a Loan secured by a Mortgage
on real property used for commercial purposes, including five- or greater unit
residential real property.
Section 1.4 "Construction Loan" means a Loan the proceeds of which are
intended to be used substantially to finance the construction of improvements on
real property.
Section 1.5 "Home Equity Loan" means a closed-end or revolving Residential
Mortgage Loan secured by a Mortgage second in priority on the applicable
Mortgaged Property.
Section 1.6 "Loan" and "Loans" refers to the loans described more fully in
Exhibit A attached to this agreement (also known as the "Loan Schedule") each of
which is either a Construction Loan, a Residential Mortgage Loan, a Commercial
Mortgage Loan, an Auto Receivable, a Business Loan or an Unsecured Loan.
Section 1.7 "Loan Debtor" and "Loan Debtors" mean an obligor or guarantor,
including a third party pledgor, with respect to the Loan Documents relating to
a Loan.
Section 1.8 "Loan Documents" mean, with respect to each Loan the
constituent documents relating thereto, including without limitation the loan
application, appraisal report, title insurance policy, property insurance
policy, promissory note, deed of trust, loan agreement, security agreement and
guarantee, if any
Section 1.9 "Mortgage" means a mortgage or deed of trust encumbering real
property and, if applicable, fixtures and securing the obligations of a Loan
Debtor with respect to a Loan
1
Section 1.10 "Mortgaged Property" means real property encumbered by a
Mortgage.
Section 1.11 "Purchase and Assumption Agreement" means that certain
Purchase and Assumption Agreement between Seller and Buyer dated May 30, 2001.
Section 1.12 "Residential Mortgage Loan" means a Loan secured by a
Mortgage on one- to four-unit residential real estate.
Section 1.13 "Unfunded Commitment" means the commitment of Seller to fund
additional advances under a Construction Loan, Home Equity Loan or Business Loan
on and after the Closing Date.
ARTICLE II
PURCHASE AND SALE OF LOANS
Section 2.1 PURCHASE AND SALE. Seller hereby agrees to sell, and Buyer
hereby agrees to purchase, all right, title and interest of Seller in and to
each Loan on and as of the Closing, including without limitation its interest in
and to all Loan Documents relating to such Loan, in consideration of (i) cash in
the amount of the difference between (A) 100% of the outstanding amount of the
Loan as shown on Exhibit A attached hereto; and (B) an allowance for loan losses
of $700,000 that may be reduced for chargeoffs of Loans, upon mutual agreement
of the Buyer and the Seller (the "Loan Purchase Price" and such exhibit, the
"Loan Schedule") and (ii) the assumption of all obligations and duties of Seller
on and after the Closing, under or pursuant to the Loan Documents, including
without limitation the obligation to fund Unfunded Commitments, which assumption
shall be effective as of the Closing.
Section 2.2 ADJUSTMENTS TO LOAN PURCHASE PRICE. The Loan Schedule shall be
updated using information available as of the close of business on the second
business day prior to Closing. In the event that after the Closing Date, the
outstanding amount of a Loan as of the Closing Date is determined to be lesser
or greater than the outstanding set forth on the Loan Schedule and used for
purposes of determining the Loan Purchase Price, a corresponding adjustment in
the Loan Purchase Price shall be made and shall be paid in accordance with
Section 4.5 of the Purchase and Assumption Agreement.
Section 2.3 INDEMNIFICATION. Buyer agrees to indemnify, defend and hold
harmless Seller, any successor in interest of Seller, and any officer, director,
shareholder or employee of any of the foregoing, from and against any claim,
debt, charge, encumbrance, loss or liability asserted by any third party arising
from the failure of Buyer to assume any obligation required to be assumed by
Buyer under Section 2.1.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS
Section 3.1 SELLER'S CORPORATE REPRESENTATIONS AND WARRANTIES. Seller
hereby represents and warrants to Buyer as follows:
(a) ORGANIZATION. Seller is a federally chartered savings
association validly existing and in good standing under the laws of the United
States of America.
2
(b) CAPACITY; AUTHORITY; VALIDITY. Seller has all necessary
corporate power and authority to enter into this Agreement and to perform all of
the obligations to be performed by it under this Agreement. This Agreement and
the consummation by Seller of the transactions contemplated hereby have been
duly and validly authorized by all necessary corporate action of Seller, and
this Agreement has been duly executed and delivered by Seller and Agreement
constitutes the valid and binding obligations of Seller, enforceable against
Seller in accordance with their respective terms (except as such enforcement may
be limited by laws relating to bankruptcy, insolvency, reorganization,
moratorium, receivership, conservatorship, the rights and obligations of
receivers and conservators of insured depository institutions under 12 U.S.C.
ss.1821(d) and (e) and other laws relating to or affecting creditors' rights
generally and by general equity principles).
(c) CONFLICTS; DEFAULTS. Neither the execution and delivery of this
Agreement by Seller, nor the consummation of the transactions contemplated
hereby will (i) conflict with, result in the breach of, constitute a default
under or accelerate the performance required by, any order, law, regulation,
contract, instrument or commitment to which Seller is a party or by which it is
bound, which breach or default would have a material adverse effect on Seller's
interest in the Loans or the ability of Seller to consummate the transactions
contemplated hereby; (ii) violate the charter or bylaws of Seller, (iii) require
any consent, approval, authorization or filing under any law, regulation,
judgment, order, writ, decree, permit, license or agreement to which Seller is a
party, or (iv) require the consent or approval of any other party to any
contract, instrument or commitment which Seller is a party, in each case other
than any required approval of the Office of Thrift Supervision under the Bank
Merger Act and Section 563.22 of the OTS Regulations, and such other approvals
of regulatory authorities, if any, which have been obtained or will be obtained
prior to or on the Closing Date. Seller is not subject to any agreement with any
regulatory authority which would prevent the consummation by Seller of the
transactions contemplated by this Agreement.
(d) LITIGATION. There is no claim, or any litigation, proceeding,
arbitration, investigation or controversy pending against Seller, which will
have a material adverse effect on Seller's interest in the Loans or the ability
of Seller to consummate the transactions contemplated hereby and, to Seller's
knowledge, no such claim, litigation, proceeding, arbitration, investigation or
controversy has been threatened.
(e) PERFORMANCE OF OBLIGATIONS. Seller has performed in all material
respects all obligations required to be performed by it to date under the Loan
Documents, and Seller is not in material default under, and no event has
occurred which, with the lapse of time or action by a third party, could result
in a material default under, any such agreements.
(f) FINDERS OR BROKERS. Seller has not agreed to pay any fee or
commission to any agent, broker, finder, or other person retained by it, for or
on account of services rendered as a broker or finder in connection with this
Agreement or the transactions contemplated hereby.
(g) EFFECT OF LAW ON CLOSING. There is no federal or state statute,
rule or regulation, or order or rule of any federal or state regulatory agency
which would prevent the Seller from selling the Loan to Buyer as contemplated by
this Agreement.
3
Section 3.2 REPRESENTATIONS AND WARRANTIES RELATING TO ALL LOANS. Seller
represents and warrants as to each Loan that:
(a) Seller is the sole owner and holder of the Loan and all
servicing rights relating thereto. The Loan is not assigned or pledged, and
Seller has good and marketable title thereto. Seller has the full right, subject
to no interest or participation of, or agreement with, any other party, to sell
and assign the Loan to Buyer free and clear of any right, claim or interest of
any person or entity, and such sale and assignment to Buyer will not impair the
enforceability of the Loan.
(b) Except for any Unfunded Commitment in the case of a Construction
Loan, Business Loan or Home Equity Loan, the full principal amount of the Loan
has been advanced to the Loan Debtor, either by payment direct to him or her, or
by payment made on his or her request or approval, there is no requirement for
future advances thereunder. The unpaid principal balance of each Loan and the
amount of the Unfunded Commitment is as stated on Exhibit A.
(c) Each of the Loan Documents is genuine, and each is the legal,
valid and binding obligation of the maker thereof enforceable in accordance with
its terms.
(d) All federal, state and local laws and regulations affecting the
origination, administration and servicing of the Loans prior to the Closing
Date, including without limitation, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity and disclosure
laws, have been fully complied with in all material respects. Without limiting
the generality of the foregoing, Seller has, in all material respects, timely
provided all disclosures, notices, estimates, statements and other documents
required to be provided to the borrower under applicable law and has documented
receipt of such disclosures, estimates, statements and other documents as
required by law and prudent loan origination policies and procedures.
(e) Each Loan conforms, in all material respects, to the Seller's
underwriting guidelines as in effect for such type of Loan on the date of
origination of such Loan, except for exceptions noted in the loan approval
report for such Loan.
(f) The Loan Debtor has no rights of rescission, setoff,
counterclaims, or defenses to the Loan Documents.
(g) Except as set forth on Exhibit A, (i) no Loan is in material
default, nor, to Seller's knowledge, is there any event applicable to a Loan
where with the giving of notice or the passage of time, would constitute a
material default; and (ii) no Loan is classified as substandard doubtful or loss
or is on non-accrual status.
(h) Seller has not modified such Loan or waived any material
provision of or default under such Loan or the related Loan Documents, except in
accordance with its customary loan administration policies and procedures. Any
such modification or waiver is in writing and is contained in the Loan file
(i) Seller has taken all actions to cause each Loan secured by
personal property to be perfected by a security interest having first priority
or such other priority as is required by the relevant loan approval report for
such Loan; the collateral
4
for each such Loan is owned by the borrower or, if permitted by the loan
approval report, a third party pledgor, free and clear of any lien or
encumbrance except for the security interest in favor of Seller and any other
encumbrance expressly permitted under the relevant loan approval report.
(j) Seller has confirmed ownership by the Borrower or third party
pledgor of all collateral for such Loan and has confirmed the valuation thereof
in accordance with Seller's customary policies and procedures.
Section 3.3 SELLER'S ADDITIONAL REPRESENTATIONS AND WARRANTIES CONCERNING
RESIDENTIAL AND COMMERCIAL MORTGAGE LOANS AND CERTAIN BUSINESS LOANS. Seller
represents and warrants as to each Residential Mortgage Loan, Commercial
Mortgage Loan and Business Loan that is secured in whole or in part by a
Mortgage that:
(a) The Mortgage is a valid, existing and enforceable first lien on
the Mortgaged Property securing the related Loan Documents (or a subordinate
lien if expressly permitted under the relevant loan approval report), and the
Mortgaged Property is free and clear of all encumbrances and liens having
priority over the first lien of the Mortgage, except for liens for real estate
taxes and special assessments not yet due and payable and, in the case of a Home
Equity Loan or a Mortgage securing a guarantee of a Business Loan, the permitted
lien of the senior mortgage or deed of trust.
(b) The Mortgage contains customary and enforceable provisions such
as to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (i) in the case of a Mortgage designated as a deed
of trust, by trustee's sale, and (ii) otherwise by judicial foreclosure.
(c) Seller has not (i) satisfied, canceled, or subordinated the Loan
in whole or in part; (ii) released the Mortgaged Property, in whole or in part,
from the lien of the Loan, or (iii) executed any instrument of release,
cancellation, modification, or satisfaction.
(d) To Seller's knowledge, all taxes, government assessments,
insurance premiums, water, sewer, and municipal charges, and leasehold payments
which previously became due and owing have been paid, or an escrow payment has
been established in an amount sufficient to pay for every such item which
remains unpaid. Seller has not advanced funds, or induced, solicited, or
knowingly received any advance of funds by a party other than the Loan Debtor.
Seller has not received any advance payment of the Loan except for interest
accruing from the date of the Mortgage Note or date of disbursement of the Loan
proceeds, whichever is later, to the date which precedes by one month the due
date of the first installment of principal and interest, except for any buydown
or other funds approved in advance by Buyer in writing.
(e) To Seller's knowledge, there is no proceeding pending for the
total or partial condemnation of the Mortgaged Property; the Mortgaged Property
is undamaged by waste, earth movement, fire, flood, windstorm, earthquake, or
other casualty.
5
(f) To Seller's knowledge, the Mortgaged Property is free and clear
of all mechanics' liens or liens in the nature thereof, no rights are
outstanding that under law could give rise to any such lien.
(g) To Seller's knowledge, all of the improvements which are
included for the purpose of determining the appraised value of the Mortgaged
Property lie wholly within the boundaries and building restriction lines of the
Mortgaged Property, and no improvements on adjoining properties encroach upon
the Mortgaged Property, except as allowed by the Seller's underwriting
guidelines.
(h) The Loan meets, or is exempt from, applicable state or federal
laws, regulations, and other requirements pertaining to usury, and the Loan is
not usurious.
(i) Each Loan which is disclosed on Exhibit A to be insured by a
private mortgage insurance company is so insured by a company acceptable to
Buyer; all provisions of each such policy have been and are being complied with;
each such insurance policy is in full force and effect, and all premiums due
thereunder have been paid.
(j) There is in force a paid-up Lender's Title Insurance Policy
respecting the Mortgaged Property issued by a title insurance company acceptable
to Buyer in an amount at least equal to the outstanding principal balance of the
related Loan except for Home Equity Loans and such other loans as are disclosed
in writing to Buyer. No claims have been made under such Lender's Title
Insurance Policy, and Seller has not done, by act or omission, anything that
would impair the coverage of such Lender's Title insurance Policy.
(k) There is in force for each Loan hazard and flood insurance
policies, including, to the extent required by applicable law, flood insurance,
meeting the specifications of FNMA/FHLMC in the case of a Residential Mortgage
Loan (other than Home Equity Loans and Loans disclosed on Exhibit A. All such
insurance policies contain a standard mortgagee clause naming the Seller and its
successors and assigns as mortgagee, and all premiums thereon have been paid.
The Mortgage obligates the Loan Debtor thereunder to maintain the hazard
insurance policy at the Loan Debtor's cost and expense, and on the Loan Debtor's
failure to do so, authorizes the holder of the Mortgage to obtain and maintain
such insurance at such Loan Debtor's cost and expense, and to seek reimbursement
therefor from the Loan Debtor. Seller has not engaged in, and has no knowledge
of the Loan Debtor's having engaged in, any act or omission which would impair
the coverage of any such policy, the benefits of the endorsement provided for
herein, or the validity and binding effect of either.
(l) As to each Residential Mortgage Loan, the Mortgaged Property
consists of a one- to four-family (including condominium or PUD projects that
meet FNMA/FHLMC guidelines as warranted by Seller), owner-occupied primary
residence second home or investment property.
(m) The Loan was originated and underwritten in the ordinary course
of Seller's business, and each Loan was, prior to the Purchase Date, reviewed by
Seller's standard internal audit procedure.
6
(n) Neither (i) the information presented as factual concerning the
income, employment, credit standing, purchase price and other terms of sale,
payment history or source of funds submitted to Seller or Buyer for the purpose
of making or purchasing the Loan, as the case may be, nor (ii) the information
presented as factual in the Appraisal with respect to the Mortgaged Property,
contained, to Seller's knowledge, any material omission or misstatement or other
discrepancy at the time the information was obtained by Seller.
(o) All Appraisals shall have been ordered, performed and rendered
in accordance with the requirements of the underwriting guidelines and all laws
and regulations then in effect relating and applicable to the origination of
Loans and/or their purchase by Buyer, (i) which requirements include, without
limitation, requirements as to appraiser independence, appraiser competency and
training, appraiser licensing and certification, and the content and form of
Appraisals, and (ii) which laws and regulations include, without limitation,
regulations promulgated by the Office of Thrift Supervision and amendments and
changes thereto, as a result of FIRREA, and (iii) which are in the public domain
or of which Buyer has so notified Seller.
(p) The Mortgaged Property is located in the Kansas City
Metropolitan area, consisting of parts of Kansas and Missouri.
Section 3.4 SELLER'S ADDITIONAL REPRESENTATIONS AND WARRANTIES REGARDING
AUTO RECEIVABLES. Seller represents and warrants to Buyer as to any Auto
Receivable that:
(a) The Auto Receivable represents a bona fide sale of the vehicle
described therein to the vehicle purchaser for the amount set forth therein;
(b) The vehicle described in the Auto Receivable has been delivered
to and accepted by the vehicle purchaser and such acceptance shall not have been
revoked;
(c) The security interest created by the Auto Receivable is a valid
first lien in the motor vehicle covered by the Auto Receivable and all action
has been taken to create and perfect such lien in such motor vehicle within such
time following the date of the Auto Receivable as will afford first priority
status;
(d) The down payment relating to such Auto Receivable has been paid
in full by the vehicle purchaser in cash and/or trade as shown in such Auto
Receivable and no part of the down payment consisted of notes or postdated
checks.
(e) No adjustments in the cash price of the related vehicle or
related goods or services sold pursuant to the Auto Receivable have been made as
a result of the pricing or any discount made pursuant to the Agreement;
(f) The statements made by the vehicle purchaser and the information
submitted by the vehicle purchaser in connection with the Auto Receivable are
true and complete to the Seller's best knowledge;
7
(g) Each Auto Receivable complies with all applicable provisions of
laws and regulation that are applicable to the transaction represented by the
Auto Receivable.
(h) Seller has no knowledge of any circumstances or conditions with
respect to the Auto Receivable, the related vehicle, the vehicle purchaser, or
vehicle purchaser's credit standing that can be expected to adversely affect the
eligibility of the Auto Receivable.
Section 3.5 [intentionally deleted]
Section 3.6 SELLER'S ADDITIONAL REPRESENTATIONS AND WARRANTIES CONCERNING
UNSECURED LOANS.
(a) Except as set forth on Exhibit A, such Unsecured Loan has not
been, nor should such Unsecured Loan been, charged-off under Seller's normal
procedures within the past three years.
(b) Such Unsecured Loan has not been the subject of any bankruptcy
since inception.
Section 3.7 BUYER'S CORPORATE REPRESENTATIONS AND WARRANTIES. Buyer hereby
represents, warrants to Seller that:
(a) ORGANIZATION. Buyer is a federally chartered savings
association, validly existing and in good standing under the laws of the United
States of America.
(b) CAPACITY; AUTHORITY; VALIDITY. Buyer has all necessary corporate
power and authority to enter into this Agreement and to perform all of the
obligations to be performed by it under this Agreement. This Agreement and the
consummation by Buyer of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action of Buyer, and this
Agreement have been duly executed and delivered by Buyer, and constitute the
valid and binding obligations of Buyer, and this Agreement has been duly
executed and delivered by Buyer, and constitute the valid and binding
obligations of Buyer, enforceable against Buyer in accordance with its terms
(except as such enforcement may be limited by laws relating to bankruptcy,
insolvency, reorganization, moratorium, receivership, conservatorship, the
rights and obligations of receivers and conservators of insured depository
institutions under 12 U.S.C. ss.1821(d) and (e) and other laws relating to or
affecting creditors' rights generally and by general equity principles.
(c) CONFLICTS; DEFAULTS. Neither the execution and delivery of this
Agreement by Buyer nor the consummation of the transactions contemplated hereby
or thereby will (i) conflict with, result in the breach of, constitute a default
under, or accelerate the performance required by, the terms of any order, law,
regulation, contract, instrument or commitment to which Buyer is a party or by
which Buyer is bound, (ii) violate the charter or bylaws of Buyer, (iii) require
any consent, approval, authorization or filing under any law, regulation,
judgment, order, writ, decree, permit or license to which Buyer is a party or by
which Buyer is bound, other than the approvals of regulatory authorities, if
any, which have been obtained or will be obtained prior to or on the Closing
Date. Buyer is not subject to any agreement or understanding with any
8
regulatory authority which would prevent the consummation by Buyer of the
transactions contemplated by this Agreement.
(d) FINDERS OR BROKERS. Buyer has not agreed to pay any fee or
commission to any agent, broker, finder, or other person for or on account of
services rendered as a broker, or finder in connection with this Agreement or
the transactions contemplated hereby.
(e) EFFECT OF LAW ON CLOSING. There is no federal or state
statute, rule or regulation, or order or rule of any federal or state regulatory
agency, which would prevent Buyer from purchasing the Loans as contemplated by
this Agreement.
(f) Buyer is purchasing the Loans for its own account as principal
and not with a view toward resale, transfer or distribution;
ARTICLE IV
CLOSING AND DELIVERY OF DOCUMENTS
Section 4.1 CONDITIONS TO CLOSING. The Closing of the transactions
described herein shall occur concurrently with the closing of the transactions
contemplated under the Purchase and Assumption Agreement. In the event the
closing of the transactions contemplated under the Purchase and Assumption
Agreement do not occur, the Closing shall not occur. At the Closing, the
documents specified in Section 4.2 shall be delivered to Buyer.
Section 4.2 DELIVERY OF DOCUMENTS.
(a) PERFECTION OF TITLE, AND INSURANCE MAINTENANCE. Seller agrees
to do all acts necessary to perfect title to the Loans in Buyer; and to be
responsible at no expense to Buyer for seeing to it that at all times while this
Agreement is in force, policies of fidelity, fire, and extended coverage, theft,
forgery and errors and omissions insurance are maintained, and shall furnish
proof of such insurance coverage upon demand by Buyer. Such policies shall be in
amounts reasonably satisfactory from time to time to Buyer and with acceptable
standard coverages indemnifying Buyer against loss reasonably satisfactory to
Buyer; each hazard insurance policy shall comply with the specifications as set
forth in this Agreement.
(b) DELIVERY OF DOCUMENTATION. Seller shall sell, endorse, assign
and deliver to Buyer with respect to the purchase of each Loan the following
documents to the extent they are applicable to a Loan and to the extent they are
in Seller's possession, all subject to the approval of Buyer as to proper form
and execution:
(1) Original executed promissory note endorsed without
recourse by Seller;
(2) Deed of trust or other security document, which in the
case of a Construction Loan shall be a construction deed of trust, accompanied
by those documents and instruments necessary to record and perfect ownership
thereof in Buyer, including assignments of rents, if any;
9
(3) One or more original written appraisal reports, prepared
in conformity with applicable regulation and signed, prior to the approval of
the Loan Debtor's application, by a person or persons duly appointed and
qualified as appraiser or appraisers by the Seller's board of directors and who
has no interest, direct or indirect, in the security property or any loan on the
security thereof and who does not receive compensation which is affected by the
approval or declination of the Loan (or an internal staff appraiser if permitted
under Seller's loan origination policies and procedures). Such appraisal shall
disclose the market value of the security offered by the Loan Debtor and contain
sufficient information and data concerning the appraised security property to
substantiate its market value.
(4) Lender's title insurance policy, exceptions subject to the
reasonable approval of Buyer, and proper assignment thereof;
(5) Survey of premises identifying the security property by
address and legal description, this being required only if the title policy
contains an exception as to boundary and building line restrictions or as to
anything else that may be determined by a survey of the premises;
(6) Originals of hazard insurance policies meeting the
specifications as contained in this Agreement;
(7) Statement showing unpaid principal balance on Loan, amount
of periodic installments and date to which interest is paid;
(8) Certified copy of the Seller's resolution authorizing sale
of the Loan;
(9) Appropriate evidence indicating that the Loan Debtor has
received the disclosure materials as required by applicable law and regulations;
and
(10) Original paid-up title insurance policy issued by a
Seller and Servicer-approved title company in an amount at least equal to the
outstanding principal balance of the Loan;
(11) Originally executed guarantee, if applicable;
(12) Any UCC-1 financing statements, bearing appropriate file
stamps;
(13) Any lien search reports and other documents establishing
the ownership of personal property collateral in borrower or if applicable,
third party pledgor, free and clear of liens and encumbrances;
(14) With respect to each Construction Loan:
(A) A construction loan agreement duly executed by all
parties thereto;
(B) Assignment of building permits;
10
(C) Assignments of contracts with architects and
contractors;
(D) Completion guaranties;
(15) With respect to any Auto Receivable, all counterparts of
any installment sale contracts, together with evidence of title with respect to
the security therefor
(16) Any guaranty;
(17) Any amendments, modifications or supplements to the
foregoing;
(18) The Loan files.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.1 SURVIVAL. All representations and warranties made by the
parties to this Agreement shall expire on the Closing Date.
Section 5.2 "DOING BUSINESS" REGISTRATION AND FEES. On request of Buyer,
Seller shall arrange for appropriate registration and payment of any fee which
might be required under the laws of the state where the security property is
located, in connection with doing business by Buyer in such state. Seller's cost
is to be reimbursed by Buyer upon submission of a statement.
Section 5.3 APPOINTMENT OF TRUSTEES. It is agreed by Buyer and Seller that
the appointment of any trustees under any trust deeds or deeds of trust shall be
subject to the approval of Buyer.
Section 5.4 EFFECT OF ARTICLE AND SECTION HEADINGS. The ARTICLE and
Section headings herein are for convenience only and shall not affect the
construction of this Agreement.
Section 5.5 DOCUMENT CONTAINS ENTIRE AGREEMENT. This document contains the
entire agreement between the parties hereto and cannot be modified in any
respect except by an agreement in writing. The invalidity of any portion of this
Agreement shall in no way affect the balance thereof. This Agreement shall
remain in effect until Buyer's interests in all of the loans sold hereunder,
including the underlying security, are liquidated completely.
11
IN WITNESS WHEREOF, each party has caused its corporate seal to be
affixed hereto and this instrument to be signed in this corporate name on its
behalf by its proper officials duly authorized.
This 30th day of May, 2001.
XXXXXXXXXX BANK, FSB, SELLER
By: /s/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx
Title: President
By: /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
Title: Chief Financial Officer
LOS PADRES BANK, FSB, BUYER
By: /s/ Xxxxxxx Xxxxxxxx, Jr
--------------------------------
Name: Xxxxxxx Xxxxxxxx, Jr
Title: President
12
