purchase and assumption agreement whole bank all deposits - FDIC
purchase and assumption agreement whole bank all deposits - FDIC
purchase and assumption agreement whole bank all deposits - FDIC
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"<strong>FDIC</strong> Party" has the meaning provided in Section 2.1(f)(ii) ofthis Non-SF<br />
Shared-Loss Agreement.<br />
"Home Equity Loans" means Loans that constitute the funded portions oflines<br />
ofcredit secured by mortgages on one- to four-family residences or stock ofcooperative housing<br />
associations.<br />
"Net Charge-Offs" means, with respect to any period, an amount equal to the<br />
aggregate amount ofCharge-Offs for such period less the amount ofRecoveries for such period.<br />
"Neutral Member" has the meaning provided in Section 2.l(f)(ii) ofthis Non<br />
SF Shared-Loss Agreement.<br />
"Non-Shared-Loss Loan Commitment" means any Commitment other than a<br />
Shared-Loss Loan Commitment.<br />
"Notice of Dispute" has the meaning provided in Section 2.1 (f)(iii) ofthis Non<br />
SF Shared-Loss Agreement.<br />
"ORE Subsidiary" means any Subsidiary ofthe Assuming Bank that engages<br />
solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of<br />
the definition of"Other Real Estate," which interests have arisen from the collection or<br />
settlement ofa Shared-Loss Loan.<br />
"Other Real Estate" means <strong>all</strong> ofthe following (including any ofthe following<br />
fully or parti<strong>all</strong>y charged offthe books <strong>and</strong> records ofthe Failed Bank or the Assuming Bank)<br />
that (i) are owned by the Failed Bank as ofBank Closing <strong>and</strong> are <strong>purchase</strong>d pursuant to the<br />
Agreement or (ii) have arisen subsequent to Bank Closing from the collection or settlement by<br />
the Assuming Bank ofa Shared-Loss Loan:<br />
(A) <strong>all</strong> interests in real estate (other than Bank Premises <strong>and</strong> Fixtures),<br />
including but not limited to mineral rights, leasehold rights, condominium <strong>and</strong><br />
cooperative interests, air rights <strong>and</strong> development rights; <strong>and</strong><br />
(B) <strong>all</strong> other assets (whether real or personal property) acquired by foreclosure<br />
or in full or partial satisfaction ofjudgments or indebtedness.<br />
"Permitted Advance" means an advance offunds by the Assuming Bank with<br />
respect to a Shared-Loss Loan, or the making of a leg<strong>all</strong>y binding commitment by the Assuming<br />
Bank to advance funds with respect to a Shared-Loss Loan, that (i) in the case of such an<br />
advance, is actu<strong>all</strong>y made, <strong>and</strong>, in the case ofsuch a commitment, is made <strong>and</strong> <strong>all</strong> ofthe proceeds<br />
thereof actu<strong>all</strong>y advanced, within one ( 1) year after the Commencement Date, (ii) does not cause<br />
the sum of(A) the book value ofsuch Shared-Loss Loan as reflected on the Accounting Records<br />
ofthe Assuming Bank after any such advance has been made by the Assuming Bank plus (B) the<br />
unfunded amount ofany such commitment made by the Assuming Bank related thereto, to<br />
exceed 110% ofthe Book Value of such Shared-Loss Loan, (iii) is not made with respect to a<br />
Whole Bank P&A w/Loss Sharing Alliance Bank<br />
82<br />
February 6, 2009 Culver City, CA