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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"Shared-Loss Loans" means:<br />
(i)(A) Loans <strong>purchase</strong>d by the Assuming Bank pursuant to the Agreement set<br />
forth on Exhibit 4.15(b) (B) New Shared-Loss Loans <strong>purchase</strong>d by the Assuming Bank pursuant<br />
to the Agreement, (C) Permitted Advances <strong>and</strong> (D) Shared-Loss Loan Commitment Advances, if<br />
any; provided, that Shared-Loss Loans sh<strong>all</strong> not include Loans, New Shared-Loss Loans,<br />
Permitted Advances <strong>and</strong> Shared-Loss Loan Commitment Advances with respect to which an<br />
Acquired Subsidiary, or a constituent Subsidiary thereof, is an Obligor; <strong>and</strong><br />
(ii) any Shared-Loss Loans (described in subparagraph (i) immediately preceding)<br />
with respect to which the Assuming Bank has made a Permitted Amendment.<br />
"Shared-Loss Payment Trigger" means when the sum ofthe Cumulative Loss<br />
Amount under the Single Family Shared-Loss Agreement <strong>and</strong> the cumulative Net Charge-Offs<br />
under this Non-SF Shared-Loss Agreement, exceeds the First Loss Amount.<br />
"Shared-Loss Quarter" has the meaning provided in Section 2.l(a)(i) ofthis<br />
Non-SF Shared-Loss Agreement.<br />
"Stated Threshold" means total losses under the shared loss <strong>agreement</strong>s in the<br />
amount of Two Hundred Seventy-Five Million <strong>and</strong> no/100 ($275,000,000.00) Dollars.<br />
"Subsidiary ORE" means <strong>all</strong> assets owned by ORE Subsidiaries that would<br />
constitute Additional ORE if such assets were on the books ofthe Assuming Bank.<br />
Date.<br />
"Termination Date" means the eighth (8th) anniversary ofthe Commencement<br />
ARTICLE II-- SHARED-LOSS ARRANGEMENT<br />
2.1 Shared-Loss Arrangement.<br />
(a) Quarterly Certificates. (i) Not later than thirty (30) days after the end of<br />
each Calendar Quarter from <strong>and</strong> including the initial Calendar Quarter to <strong>and</strong> including the<br />
Calendar Quarter in which the Applicable Anniversary ofthe Commencement Date f<strong>all</strong>s (each of<br />
such Calendar Quarters being referred to herein as a "Shared-Loss Quarter"), the Assuming Bank<br />
sh<strong>all</strong> deliver to the Receiver a certificate, signed by the Assuming Bank's chief executive officer<br />
<strong>and</strong> its chief financial officer, setting forth in such form <strong>and</strong> detail as the Receiver may specify (a<br />
"Quarterly Certificate"):<br />
(A) the amount ofCharge-Offs, the amount ofRecoveries <strong>and</strong> the<br />
amount ofNet Charge-Offs (which amount may be negative) during such Shared<br />
Loss Quarter with respect to the Shared-Loss Assets (<strong>and</strong> for Recoveries, with<br />
respect to the Assets for which a charge-off was effected by the Failed Bank prior<br />
to Bank Closing); <strong>and</strong><br />
Whole Bank P&A w/Loss Sharing Alliance Bank<br />
89<br />
February 6, 2009 Culver City, CA