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These excerpts taken from the C 8-K filed Feb 2, 2009. Instructions to the
Assignor: If the Assignor has not assigned or transferred any
interest in the Note and related documentation, such Assignor must include the
following representation.]
2. The
Assignor has not assigned or otherwise transferred any interest in the Note or
Agreement;
[ Instructions to the
Assignor: If the Assignor has assigned a partial interest in
the Note and related documentation, the Assignor must include the following
representation.]
2. The
Assignor has assigned part of its rights, title and interest in the Note and the
Agreement to _____________ pursuant to the __________ agreement, dated as of
___________, 20__, between ___________, as assignor, and _____________, as
assignee, an executed copy of which is attached hereto.
_____________________________
1 This
Form of Assignment shall be modified as appropriate if (a) the assignment is
being made by an individual debt holder rather than the Representative, (b) the
debt being assigned is not in certificated form or otherwise represented by a
written instrument or (c) a Representative other than the Trustee has been
designated by the Company and the Guarantor.
5
The
Assignor acknowledges and agrees that this Assignment is subject to the
Agreement and to the following:
1. In the
event the Assignor receives any payment under or related to the Note or the
Agreement from a party other than the FDIC (a “Non-FDIC
Payment”):
(a) after the date of demand for a
guarantee payment on the FDIC pursuant to 12 CFR Part 370, but prior to the date
of the FDIC’s first guarantee payment under the Agreement pursuant to 12 CFR
Part 370, the Assignor shall promptly but in no event later than five (5)
Business Days after receipt notify the FDIC of the date and the amount of such
Non-FDIC Payment and shall apply such payment as payment made by the Issuer or
the Guarantor, and not as a guarantee payment made by the FDIC, and therefore,
the amount of such payment shall be excluded from this Assignment;
and
(b) after the FDIC’s first guarantee
payment under the Agreement, the Assignor shall forward promptly to the FDIC
such Non-FDIC Payment in accordance with the payment instructions provided in
writing by the FDIC.
2.
Acceptance by the Assignor of payment pursuant to the Debt Guarantee Program on
behalf of the Holders shall constitute a release by such Holders of any
liability of the FDIC under the Debt Guarantee Program with respect to such
payment.
The
Person who is executing this Assignment on behalf of the Assignor hereby
represents and warrants to the FDIC that he/she/it is duly authorized to do
so.
******
IN
WITNESS WHEREOF, the Assignor has caused this instrument to be executed and
delivered this ____ day of ____________, 20__.
6
Consented to and acknowledged by this ____ day of _________, 20__:
By: ______________________________
(Signature)
Name: ____________________________
(Print)
Title: _____________________________
(Print)
7
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