Appears in 2 contracts

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

Appears in 2 contracts

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

Appears in 2 contracts

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

Appears in 2 contracts

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

Appears in 2 contracts

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

Appears in 1 contract

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

Appears in 1 contract

Sources: Purchase and Assumption Agreement (Heritage Financial Group Inc)

Appears in 1 contract

Sources: Purchase and Assumption Agreement (Popular Inc)

Appears in 1 contract

Sources: 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. ~~Module 1 — Whole Bank w/ Optional Shared Loss Agreements First Peoples~~ Basic P&A Agreement – 2/26/15 186 Doral Bank Version ~~3.1.1 — Purchase and Assumption Agreement Port St. Lucie~~6.4P – PURCHASE AND ASSUMPTION AGREEMENT San ▇▇▇▇, ~~Florida April 27, 2011~~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 Closing Date. If quotes from securities dealers cannot be 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 Agreements First Peoples~~ Basic P&A Agreement – 2/26/15 187 Doral Bank Version ~~3.1.1 —~~ 6.4P – PURCHASE AND ASSUMPTION AGREEMENT San ▇▇▇▇, PR EXHIBIT 4.13 INTERIM ASSET SERVICING ARRANGEMENT This Interim Asset Servicing Arrangement is made pursuant to and as of the date of that certain Purchase and Assumption Agreement ~~Port St. Lucie~~(the “Purchase and Assumption Agreement”) among the Receiver, ~~Florida April 27~~the Assuming Institution and the Corporation, ~~2011~~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 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 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 assets and liabilities, the “Pool Assets”), for certain loans (the “Loans”) during the term of this Arrangement 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 shall 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 post and apply payments received to the applicable system of record; (ii) reverse and return insufficient funds checks; (iii) pay (A) participation payments to participants in Loans, as and when received; (B) tax and insurance 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) 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 ▇▇▇▇, 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 Assuming Institution, (B) information received by the Assuming Institution concerning changes in the address or identity of any Obligor and (C) other servicing actions taken by the Assuming Institution, including checks returned for insufficient funds; (vii) send (A) billing statements to Obligors on Pool Assets (to the extent that such statements were sent by the Failed Bank or as are requested by the Receiver) and (B) notices to Obligors who are in default on Loans (in the same manner as the Failed Bank or as are requested by the Receiver); (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); (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 ▇▇▇▇ 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 Receiver (indicating closed bank name and number), Attn: Interim Servicing Manager, at the email address provided in Section 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, including, without limitation, reports reflecting collections and trial balances, and (B) any other reports, 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, insurance, funding advances and protective advances, (4) pay-off requests, and (5) notices to defaulted Obligors; (xi) remit on a weekly basis to the Receiver (indicating closed bank name and number), Attn: DRR Cashier Unit, Business Operations Support Branch, in the same manner as provided in paragraph (a)(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; (xii) prepare and timely file all information reports with appropriate tax authorities, and, if requested by the Receiver, prepare and file tax returns and 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 ▇▇▇▇, PR (xiii) provide and furnish such other services, operations or functions, including, without limitation, with regard to any business, enterprise or agreement which is a Pool Asset, as may be 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 Exhibit, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any Obligor or any collateral with respect to any defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address referred to above in paragraph (a)(x), of any claims or legal actions regarding any Pool Asset. (b) 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 shared services of photocopying, postage, express mail, 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.

Appears in 1 contract

Sources: Purchase and Assumption Agreement

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. ~~Module 1~~ Basic P&A Agreement (VB. Illinois). Valley Bank. Version 6..2P — ~~Whole Bank w/ Optional Shared Loss Agreements First Peoples Bank Version 3.1.1 — Purchase and Assumption Agreement Port St. Lucie~~PURCHASE AND ASSUMPTION AGREEMENT Moline, ~~Florida April 27, 2011~~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 Closing Date. If quotes from securities dealers cannot be 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/ Optional Shared Loss Agreements First Peoples Bank Version 3.1.1 — Purchase and Assumption Agreement Port St. Lucie~~PURCHASE AND ASSUMPTION AGREEMENT Moline, ~~Florida April 27, 2011~~1L

Appears in 1 contract

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

Appears in 1 contract

Sources: Purchase and Assumption Agreement (Fidelity Southern Corp)

Appears in 1 contract

Sources: Purchase and Assumption Agreement (NBH Holdings 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~~. 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. 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 ~~the~~ Bank ~~Closing Date~~Closing. If quotes from securities dealers cannot be 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 ~~Agreements First Peoples~~ Share — P&A GULF STATE COMMUNITY BANK Version 2.11B CARRABELLE, FLORIDA October 8, 2010 62 (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 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 assets and liabilities, the “Pool Assets”), during the term of this Arrangement the Assuming Institution shall, with respect to the Pool Assets: (i) promptly post and apply payments received to the applicable system of record; (ii) reverse and return insufficient funds checks; (iii) pay (A) participation payments to participants in Loans, as and when received; (B) tax and insurance 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) 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 Assuming Institution, (B) information received by the Assuming Institution concerning changes in the address or identity of any obligor, and (C) other servicing actions taken by the Assuming Institution, including checks returned for insufficient funds; (vii) send (A) billing statements to Obligors on Pool Assets (to the extent that such statements were sent by the Failed Bank or as are requested by the Receiver) and (B) notices to Obligors who are in default on Loans (in the same manner as the Failed Bank or as are requested by the Receiver); (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 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 ~~3.1.1~~ 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 Receiver (indicating closed bank name and number), Attn: Interim 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, including, without limitation, reports reflecting collections, trial balances, and (B) any other reports, 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, insurance, funding advances and protective advances, (4) pay-off requests, and (5) notices to defaulted Obligors; (xi) remit on a weekly basis to the Receiver (indicating closed bank name and number), Attn: DRR Cashier Unit, Business 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; (xii) prepare and timely file all information reports with appropriate tax authorities, and, if requested by the Receiver, prepare and file tax returns and remit taxes due on or before the due date; and (xiii) provide and furnish such other services, operations or functions, including, without limitation, with regard to any business, enterprise or agreement which is a Pool Asset, as may be 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 Exhibit, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any Obligor or any collateral with respect to any defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address provided above in subparagraph (a)(x), of any claims or legal actions regarding any Pool Asset. Module 1 — ~~Purchase~~ Whole Bank w/ Loss Share — P&A GULF STATE COMMUNITY BANK Version 2.11B CARRABELLE, FLORIDA October 8, 2010 64 (b) 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 ~~Assumption Agreement Port St. Lucie~~necessary expenses incurred in connection with the performance of its duties pursuant to this Arrangement, ~~Florida April 27~~including expenses of photocopying, ~~2011~~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

Sources: 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~~. 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. 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 Closing Date. If quotes from securities dealers cannot be 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 Agreements ~~First Peoples~~ 50 Virginia Business Bank Version 3.1.1 — – PURCHASE AND ASSUMPTION AGREEMENT Richmond, Virginia April 27, 2011 This Interim Asset Servicing Arrangement is made pursuant to and as of the date of that certain Purchase and Assumption Agreement ~~Port St. Lucie~~(the “Purchase and Assumption Agreement”) among the Receiver, ~~Florida~~ 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 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 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 assets and liabilities, the “Pool Assets”), during the term of this Arrangement the Assuming Institution shall, with respect to the Pool Assets: (i) promptly post and apply payments received to the applicable system of record; (ii) reverse and return insufficient funds checks; (iii) pay (A) participation payments to participants in Loans, as and when received; (B) tax and insurance 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) 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 Assuming Institution, (B) information received by the Assuming Institution concerning changes in the address or identity of any Obligor and (C) other servicing actions taken by the Assuming Institution, including checks returned for insufficient funds; (vii) send (A) billing statements to Obligors on Pool Assets (to the extent that such statements were sent by the Failed Bank or as are requested by the Receiver) and (B) notices to Obligors who are in default on Loans (in the same manner as the Failed Bank 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); (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 ▇▇▇▇ 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 Receiver (indicating closed bank name and number), Attn: Interim Servicing Manager, at the email address provided in Section 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, including, without limitation, reports reflecting collections and trial balances, and (B) any other reports, 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, insurance, funding advances and protective advances, (4) pay-off requests, and (5) notices to defaulted Obligors; (xi) remit on a weekly basis to the Receiver (indicating closed bank name and number), Attn: DRR Cashier Unit, Business Operations Support Branch, in the same manner as provided in paragraph (a)(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; (xii) prepare and timely file all information reports with appropriate tax authorities, and, if requested by the Receiver, prepare and file tax returns and remit taxes due on or before the due date; (xiii) provide and furnish such other services, operations or functions, including, without limitation, with regard to any business, enterprise or agreement which is a Pool Asset, as may be 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 Exhibit, the Assuming Institution shall not be required to initiate litigation or other collection proceedings against any Obligor or any collateral with respect to any defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address referred to above in paragraph (a)(x), of any claims or legal actions regarding any Pool Asset. (b) 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, 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

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

Appears in 1 contract

Sources: Purchase and Assumption Agreement (Polonia Bancorp)

Appears in 1 contract

Sources: Purchase and Assumption Agreement (Home Bancshares Inc)

Appears in 1 contract

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

Appears in 1 contract

Sources: Purchase and Assumption Agreement (NBH Holdings Corp.)

Common use of Methodology Clause in Contracts