purchase and assumption agreement whole bank all deposits - FDIC

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