Washington Mutual Bank Purchase and Assumption Agreement

PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK AMONG FEDERAL DEPOSIT INSURACE CORPORATION, RECEIVER OF WASHINGTON MUTUAL BANK, HENDERSON, NEVADA FEDERAL DEPOSIT INSURANCE CORPORATION and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION DATED AS OF SEPTEMBER 25, 2008 T ABLE OF CONTENTS ARTICLE I DEFINITIONS . 2 ARTICLE II ASSUMPTION OF LIABILITIES. 8 2.1 Liabilities Assumed by Assuming Ban . 8 2.2 Interest on Deposit Liabilities . 8 2.3 Unclaimed Deposits . . . . . . . . . 8 2.4 Omitted . 9 2.5 Borrower Claims. 9 ARTICLE III PURCHASE OF ASSETS . 9 3.1 Assets Purchased by Assuming Ban . 9 3.2 Asset Purchase Price . 9 3.3 Maner of Conveyance; Limited Waranty; Nonrecourse; Etc. . . . . . 1 0 3.4 Puts of Assets to the Receiver. 10 3.5 Assets Not Purchased by Assuming Ban . . .11 3.6 Assets Essential to Receiver.. . . . . . 11 ARTICLE IV ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 13 4.1 Continuation of Baning Business. . . . . 13 4.2 Agreement with Respect to Credit Card Business . . . 13 4.3 Agreement with Respect to Safe Deposit Business . 13 4.4 Agreement with Respect to Safekeeping Business . . . . 13 4.5 Agreement with Respect to Trust Business . 13 4.6 Agreement with Respect to Ban Premises . 14 4.7 Agreement with Respect to Leased Data Processing Equipment. .16 4.8 Agreement with Respect to Certain Existing Agreements. ..16 4.9 Informational Tax Reporting. . . . . . 17 4.10 Insurance. . .. . .. .. .. . .. . . . . . . 1 7 4.11 Office Space for Receiver and Corporation . . . . 17 4.12 Omitted . 18 4.13 Omitted . 18 ii Washington Mutual Bank Execution Copy Henderon. Nevada Whole Bank P&A ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK. 18 5.1 Payment of Checks, Drafts and Orders ." . . . 18 5.2 Certain Agreements Related to Deposits . . 18 5.3 Notice to Depositors. . . . . . .18 ARTICLE VI RECORDS . 19 . 19 6.1 Transfer of Records. 6.2 Delivery of Assigned Records . . . . . . 20 6.3 Preservation of Records . 20 6.4 Access to Records; Copies. 20 ARTICLE VII BID; INITIAL PAYMENT . 20 ARTICLE VIII PRO FO RMA . 20 ARTICLE IX CONTINUING COOPERATION. 21 9.1 General Matters. 21 9.2 Additional Title Documents. 21 9.3 Claims and Suits. . . . . . . ..21 9.4 Payment of Deposits . . . . . 22 9.5 Withheld Payments . 22 9.6 Proceedings with Respect to Certain Assets and Liabilities. 22 9.7 Information. . . . . . . . . . 23 ARTICLE X CONDITION PRECEDENT . 23 ARTICLE XI REPRESENTATIONS AND WARTIES OF THE ASSUMING BANK . 23 ARTICLE XII INDEMNIFICATION . 24 12.1 Indemnification of Indemnitees . 25 12.2 Conditions Precedent to Indemnification. 27 12.3 No Additional Waranty. 28 12.4 Indemnification of Corporation and Receiver. 29 12.5 Obligations Supplemental. 29 12.6 Criminal Claims. . . 29 12.7 Limited Guaranty of the Corporation. 29 12.8 Subrogation .. . . . . . 30 11 Washington Mutual Bank Execution Copy Henderson. Nevada Whole Bank P&A ARTICLE XIII MISCELLANEOUS . 30 13.1 Entire Agreement . . . . . . . . 30 13.2 Headings . . . . . ..30 13.3 Counterpars. .30 13.4 Governing Law. . . . . 30 13.5 Successors.. . . . . . . . . . . 30 13.6 Modification; Assignent . . . . . . 31 13.7 Notice . 31 13.8 Maner of Payment. . . . . 31 13.9 Costs, Fees and Expenses . 32 13.10 Waiver. 32 13.11 Severability. . . . . . . . . . . . . . 32 13.12 Term of Agreement. 32 13.13 Survival of Covenants, Etc. . 32 SCHEDULES 2.1 Certain Liabilities Not Assumed. 34 3.2 Purchase Price of Assets or Assets . . . . . . . 35 3.5 Certain Assets Not Purchased. 37 EXHIBIT 3.2(c) Valuation of Certain Qualified Financial Contracts. . . . ..38 iv Washington Mutual Bank Execution Copy Hendern. Nevada Whle Bank P&A PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK THIS AGREEMENT, made and entered into as of the 25th day of September, 2008, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of WASHINGTON MUTUAL BANK, HENDERSON, NEVADA (the "Receiver"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, organized under the laws of the United States of America, and having its principal place of business in Seattle, Washington (the "Assuming Ban"), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal offce in Washington, D.C., acting in its corporate capacity (the "Corporation"). WITNESSETH: WHEREAS, on Ban Closing, the Charering Authority closed

No. 18-375 IN THE Supreme Court of the United States ________________________________________ DANIEL H. ALEXANDER, Petitioner, v. BAYVIEW LOAN SERVICING, LLC, Respondent. ON PETITION FOR WRIT OF CERTIORARI TO THE DISTRICT COURT OF APPEAL OF FLORIDA THIRD DISTRICT PETITION FOR REHEARING BRUCE JACOBS, ESQ. JACOBS LEGAL, PLLC ALFRED I. DUPONT BUILDING 169 EAST FLAGLER STREET, SUITE 1620 MIAMI, FL 33131 (305) 358-7991 [email protected] Attorney for Petitioner TABLE OF CONTENTS TABLE OF CONTENTS . i TABLE OF AUTHORITIES . ii INTRODUCTION . 1 APPENDIX Eleventh Judicial Circuit Order Granting Final Judgment in Dated December 12, 2017 . A-1 i TABLE OF AUTHORITIES CASES PAGE Busch v. Baker, 83 So. 704 (Fla. 1920) . 2 Carssow-Franklin (Wells Fargo Bank, N.A. v. Carssow-Franklin), --- F. Supp. 3d ---, --- , 2016 WL 5660325] (S.D.N.Y. 2016) . 3 Hazel-Atlas Glass Co. v. Hartford-Empire Co., 322 U.S. 238, 64 S. Ct. 997, 88 L. Ed. 1250 (1944) . 3 In re Carrsow-Franklin, 524 B.R. 33 (Bankr. S.D.N.Y., 2015) . 2 New York State Bd. of Elections v. Lopez Torres, 552 U.S. 196, 128 S. Ct. 791, 169 L. Ed. 2d 665 (2008) . 8 PHH Corp. v. Consumer Fin. Prot. Bureau, 881 F.3d 75 (D.C. Cir. 2018) . 6 Roberts v. Roberts, 84 So.2d 717 (Fla. 1956) . 2 Sorenson v. Bank of New York Mellon as Trustee for Certificate Holders CWALT, Inc., 2018 WL 6005236 (Fla. 2nd DCA Nov. 16, 2018) 4, 6 United States ex rel. Saldivar v. Fresenius Med. Care Holdings, Inc., 145 F. Supp.

United States Senate ~ PERMANENT SUBCOMMITTEE ON INVESTIGATIONS 40 ~ Committee on Homeland Security and Governmental Affairs ~() "'0 "1~ Carl Levin, Chairman "1~ "1;0 0 A C! Tom Coburn, Ranking Minority Mem" 1>,, Washington Mutual Acquired by Jpmorgan Chase, OTS 08-046

Office of Thrift Supervision - Press Releases Press Releases September 25, 2008 Recent Updates OTS 08-046 - Washington Mutual Acquired by JPMorgan Chase FOR RELEASE: CONTACT: William Ruberry Press Releases Thursday, Sept. 25, 2008 (202) 906-6677 Cell – (202) 368-7727 Events Speeches Washington, DC — Washington Mutual Bank, the $307 billion thrift institution headquartered in Seattle, was acquired today by JPMorgan Chase, the Office of Thrift Supervision (OTS) announced. Testimony The change will have no impact on the bank’s depositors or other customers. Business will proceed uninterrupted and bank branches will open on Friday morning Website Subscription as usual. Washington Mutual, or WaMu, specialized in providing home mortgages, credit cards and other retail lending products and services. WaMu became an OTS- regulated institution on December 27, 1988 and grew through acquisitions between 1996 and 2002 to become the largest savings association supervised by the agency. As of June 30, 2008, WaMu had more than 43,000 employees, more than 2,200 branch offices in 15 states and $188.3 billion in deposits. “The housing market downturn had a significant impact on the performance of WaMu’s mortgage portfolio and led to three straight quarters of losses totaling $6.1 billion,” noted OTS Director John Reich. Pressure on WaMu intensified in the last three months as market conditions worsened. An outflow of deposits began on September 15, 2008, totaling $16.7 billion. With insufficient liquidity to meet its obligations, WaMu was in an unsafe and unsound condition to transact business. The OTS closed the institution and appointed the Federal Deposit Insurance Corporation (FDIC) as receiver.

Today the FDIC Board of Directors Is Considering an Application for the Merger of Two Large Insured Depository Institutions

Statement by Martin J. Gruenberg Member, FDIC Board of Directors Bank Merger Act Application: SunTrust Bank, Atlanta, Georgia, to be acquired by Branch Banking and Trust Company, Winston-Salem, North Carolina November 19, 2019 Today the FDIC Board of Directors is considering an application for the merger of two large insured depository institutions, SunTrust and BB&T, under section 18(c) of the Federal Deposit Insurance Act, commonly referred to as the Bank Merger Act.1 This is by far the largest bank merger ever to be considered by the FDIC2 and offers the first meaningful consideration of the new financial stability factor for mergers added by the Dodd-Frank Act.3 Among several factors, the Bank Merger Act now requires that the responsible agency -- in this case, the FDIC as the regulator of the merged institution -- take into consideration “the risk to the stability of the United States banking or financial system.”4 This was a response to the 2008-2009 financial crisis when so many large, systemically important financial institutions failed or nearly failed. This in turn triggered an unprecedented U.S. government response, including the first exercise of the FDIC’s systemic risk authority under the Federal Deposit Insurance Act.5 The proposed merger would result in the sixth largest insured depository institution and the eighth largest bank holding company in the United States. While the resulting institution is not expected to expand its cross-border activities 1 12 U.S.C. 1828(c). 2 The top 5 FDIC-supervised mergers are: 2015 - BB&T acquired Susquehanna Bank, Lancaster, PA ($19B) 2011 - Hancock Bank, Gulfport, MS ($7B) acquired Whitney Bank, New Orleans, LA ($13B) 2009 - BB&T acquired Colonial Bank, Montgomery, AL ($25B) 2006 - BB&T consolidated BB&T Co.

SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2004 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _______ Commission file number 1 -9924 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 52-1568099 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 399 Park Avenue, New York, New York 10043 (Address of principal executive offices) (Zip Code) (212) 559-1000 (Registrant’s telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: Common stock outstanding as of March 31, 2004: 5,171,483,698 Available on the Web at www.citigroup.com Citigroup Inc. TABLE OF CONTENTS Part I - Financial Information Item 1.

The Journal of Financial Crises Volume 2 Issue 1 2020 Guarantees and Capital Infusions in Response to Financial Crises A: Haircuts and Resolutions June Rhee Yale University Andrew Metrick Yale University Follow this and additional works at: https://elischolar.library.yale.edu/journal-of-financial-crises Part of the Banking and Finance Law Commons, Bankruptcy Law Commons, Corporate Finance Commons, Economic Policy Commons, Policy Design, Analysis, and Evaluation Commons, Policy History, Theory, and Methods Commons, Public Affairs Commons, and the Public Policy Commons Recommended Citation Rhee, June and Metrick, Andrew (2020) "Guarantees and Capital Infusions in Response to Financial Crises A: Haircuts and Resolutions," The Journal of Financial Crises: Vol. 2 : Iss. 1, 33-50. Available at: https://elischolar.library.yale.edu/journal-of-financial-crises/vol2/iss1/3 This Case Study is brought to you for free and open access by the Journal of Financial Crises and EliScholar – A Digital Platform for Scholarly Publishing at Yale. For more information, please contact [email protected]. Guarantees and Capital Infusions in Response to Financial Crises A: Haircuts and Resolutions1 June Rhee2 Andrew Metrick3 Yale Program on Financial Stability Case Study 2014-3a-v1 July 30, 2015 Abstract After the mortgage market meltdown in mid-2007 and during the financial crisis in 2008, major financial institutions around the world were on the verge of collapsing one after another. Faced with these troubles, the government had to respond quickly to contain the crisis as efficiently as possible. It was, however, limited in resources, time, and experience. To make matters worse, the complexity and opaqueness of the financial market and these institutions greatly affected the government’s ability to design an efficient and consistent method to contain the crisis.

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American Funds Washington Mutual Q2 2021 Investment Strategy Growth of $100 The investment seeks to produce income and to provide an Time Period: 7/1/2016 to 6/30/2021 opportunity for growth of principal consistent with sound common stock investing. The fund invests primarily in common 240.0 stocks of established companies that are listed on, or meet the financial listing requirements of, the New York Stock Exchange 220.0 and have a strong record of earnings and dividends. Its advisor strives to maintain a fully invested, diversified portfolio, 200.0 consisting primarily of high-quality common stocks. 180.0 160.0 140.0 120.0 100.0 Fund Information 2016 2017 2018 2019 2020 2021 Category US Fund Large Blend Benchmark S&P 500 TR USD American Funds Washington Mutual R6 S&P 500 TR USD US Fund Large Value Prospectus Objective Growth and Income Performance Disclosure Inception Date 5/1/2009 The Overall Morningstar Rating is based on risk-adjusted returns, derived from a weighted average of the three-, five-, and 10-year (if applicable) Morningstar metrics. The performance data quoted Fund Size ($) 156,058,742.03 represents past performance and does not guarantee future results. The investment return and Manager Name Multiple principal value of an investment will fluctuate; thus an investor's shares, when sold or redeemed, may be worth more or less than their original cost. Manager Tenure (Longest) 24.00 *Effective 03/22/2021 the Plan will assess an additional levelized fee of 0.27% to cover general Prospectus Net Expense Ratio 0.27* administrative expenses as part of the Fund’s daily unit value calculation, for a total net expense of Prospectus Gross Expense Ratio 0.27* 0.54% annually.

Taylor J. Sakamoto, Partner 909-607-2111 [email protected] Liam Patrick, Partner 909-607-75820 James Lloyd, Partner 909-607-6833 Washington Mutual, Inc.: Maintaining Growth Amidst Increasing Integration Costs Table of Contents Executive Summary 3 Company Overview Company History 4 Company Description 4 Industry Analysis The Changing State of the Banking Industry 5 The Technological Revolution 5 Consolidation of Financial Firms 5 What is Washington Mutual? A Thrift in Transition 7 Company Financial Services and Products 8 Competitive Landscape Non-Bank Competition 9 Future Threat from Non-Bank Competition 9 Key Competitive Players 10 Gaining Market Share from Industry Heavyweights 11 Geographic Presence 11 Challenging, but Anticipated, Obstacles in New Markets 12 Cross Selling Complimentary Financial Products/Services 12 Cross Selling Through Mortgage Banking Platform 13 Protecting Market Share: Barriers to Entry 13 Break Down Barriers to Entry While Maintaining Market Share 14 2002 Financial Outcome 14 Future Strategy Managing Interest Rate Risk 16 Incorporation of Acquisitions 17 Long-Term Strategy Conclusion 18 - Washington Mutual, Inc.- 2 Executive Summary Throughout fiscal year 2002, Washington Mutual posted near record profits and further established itself as one of the most dominant players in the American mortgage market. The company found itself the beneficiary of the low interest rate environment, which acted to boost interest income beyond expectations. Additionally, an aggressive growth strategy by means of a recent acquisition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005 Commission File Number 1-14667 WASHINGTON MUTUAL, INC. (Exact nameof registrant as specified in its charter) Washington 91-1653725 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1201 Third Avenue, Seattle, Washington 98101 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (206) 461-2000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: Title of each class Name of each exchange on which registered Litigation Tracking Warrants™ NASDAQ Indicate by check mark if the registrant is a well-known seasoned issuer as defined inRule 405 of the Securities Act. Yes # No " . Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes " No # . Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days.

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK FEDERAL HOUSING FINANCE AGENCY, AS CONSERVATOR FOR THE FEDERAL ___ CIV. ___ (___) NATIONAL MORTGAGE ASSOCIATION AND THE FEDERAL HOME LOAN MORTGAGE CORPORATION, COMPLAINT Plaintiff, JURY TRIAL DEMANDED -against- JPMORGAN CHASE & CO.; JPMORGAN CHASE BANK, N.A.; J.P. MORGAN MORTGAGE ACQUISITION CORPORATION; J.P. MORGAN SECURITIES LLC (f/k/a J.P. MORGAN SECURITIES INC.); J.P. MORGAN ACCEPTANCE CORPORATION I; EMC MORTGAGE LLC (f/k/a EMC MORTGAGE CORPORATION); BEAR STEARNS & CO., INC.; STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.; BEAR STEARNS ASSET BACKED SECURITIES I LLC; WAMU ASSET ACCEPTANCE CORPORATION; WAMU CAPITAL CORPORATION; WASHINGTON MUTUAL MORTGAGE SECURITIES CORPORATION; LONG BEACH SECURITIES CORPORATION; CITIGROUP GLOBAL MARKETS, INC.; CREDIT SUISSE SECURITIES (USA) LLC; GOLDMAN, SACHS & CO.; RBS SECURITIES, INC.; DAVID M. DUZYK; LOUIS SCHIOPPO, JR.; CHRISTINE E. COLE; EDWIN F. MCMICHAEL; WILLIAM A. KING; BRIAN BERNARD; MATTHEW E. PERKINS; JOSEPH T. JURKOWSKI, JR.; SAMUEL L. MOLINARO, JR.; THOMAS F. MARANO; KIM LUTTHANS; KATHERINE GARNIEWSKI; JEFFREY MAYER; JEFFREY L. VERSCHLEISER; MICHAEL B. NIERENBERG; RICHARD CAREAGA; DAVID BECK; DIANE NOVAK; THOMAS GREEN; ROLLAND JURGENS; THOMAS G. LEHMANN; STEPHEN FORTUNATO; DONALD WILHELM; MICHAEL J. KULA; CRAIG S. DAVIS; MARC K. MALONE; MICHAEL L. PARKER; MEGAN M. DAVIDSON; DAVID H. ZIELKE; THOMAS W. CASEY; JOHN F. ROBINSON; KEITH JOHNSON; SUZANNE KRAHLING; LARRY BREITBARTH; MARANGAL I. DOMINGO; TROY A. GOTSCHALL; ART DEN HEYER;