PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF WASHINGTON MUTUAL BANK, HENDERSON, NEVADA FEDERAL DEPOSIT INSURANCE CORPORATION JPMORGAN CHASE BANK, NATIONAL ASSOCIATION DATED AS OF SEPTEMBER 25, 2008ARTICLE I ARTICLE I 2a 2.2 23 24 25 ARTICLE IL 3a 32 33 34 35 36 ARTICLE IV 4l 42 43 44 4s 46 47 48 49 4.10 4.1 412 413 Execution Cory ‘Whole Bank P&A TABLE OF CONTENTS DEFINITIONS... ASSUMPTION OF LIABILITIES... Liabilities Assumed by Assuming Bank 8 Interest on Deposit Liabilities 8 Unclaimed Deposits 8 Omitted 9 9 Borrower Claims... PURCHASE OF ASSETS... 9 Assets Purchased by Assuming Bank. Asset Purchase Price Manner of Conveyance; Nonrecourse; Etc... Puts of Assets to the Receiver. Assets Not Purchased by Assuming Bank Assets Essential to Receiver .. : ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS..«13 Continuation of Banking Business... Agreement with Respect to Credit Card Business... ‘Agreement with Respect to Safe Deposit Business ‘Agreement with Respect to Safekeeping Business... ‘Agreement with Respect to Trust Business ‘Agreement with Respect to Bank Premises. ‘Agreement with Respect to Leased Data Processing Equipment. ‘Agreement with Respect to Certain Existing Agreements. 16 Informational Tax Reporting : ii Washington Mutual Bank Henderson, NevadaARTICLE V Sa 52 33 ARTICLE VI 61 62 63 64 ARTICLE VII ARTICLE VIII ARTICLE IX 91 92 93 94 95 96 97 ARTICLE X ARTICLE XI ARTICLE XII 121 122 123 124 12.5 126 12.7 128 Execution Copy ‘Whole Bank P&A DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK. seen Payment of Checks, Drafts and Orders... 18 Certain Agreements Related to Deposits... 18, Notice to Depositors.... 18 RECORDS. Transfer of Records. Delivery of Assigned Record: Preservation of Records Access to Records; Copies.. BID; INITIAL PAYMENT..... PROFORMA. CONTINUING COOPERATION -sesu General Matters... : Additional Title Document Claims and Suits Payment of Deposits... Withheld Payments. Proceedings with Respect to Certain Assets and Liabilities. Information... CONDITION PRECEDENT eee REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK .. INDEMNIFICATION .... Indemnification of Indemnitees ... Conditions Precedent to Indemnification... No Additional Warranty... Indemnification of Corporation and Receiver Obligations Supplemental... Criminal Claims... Limited Guaranty of the Corporation. Subrogation : iii Wiashingon Matual Bark Henderson, Nevada