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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judgment, will maximize collections), which do not constitute Reimbursable Expenses or<br />
Recovery Expenses, <strong>and</strong> such expenses will exceed ten percent (10%) ofthe then book value<br />
thereof as reflected on the Accounting Records ofthe Assuming Bank, the Assuming Bank sh<strong>all</strong><br />
(i) promptly so notify the Receiver <strong>and</strong> (ii) request that such expenditure be treated as a<br />
Reimbursable Expense or Recovery Expense for purposes ofthis Section 2.1. (Where the<br />
Assuming Bank determines that there is a substantial likelihood that the previously mentioned<br />
situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for<br />
which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance ofless<br />
than $500,000 on the Accounting Records ofthe Assuming Bank, the Assuming Bank may so<br />
notify the Receiver <strong>and</strong> request that such expenditure be treated as a Reimbursable Expense or<br />
Recovery Expense.) Within thirty (30) days after its receipt ofsuch a notice, the Receiver will<br />
advise the Assuming Bank ofits consent or denial that such expenditures sh<strong>all</strong> be treated as a<br />
Reimbursable Expense or Recovery Expense, as the case may be. Notwithst<strong>and</strong>ing the failure of<br />
the Receiver to give its consent with respect to such expenditures, the Assuming Bank sh<strong>all</strong><br />
continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the<br />
Assuming Bank sh<strong>all</strong> not be required to make such expenditures. At any time after its receipt of<br />
such a notice <strong>and</strong> on or prior to the Termination Date the Receiver sh<strong>all</strong> have the right to<br />
<strong>purchase</strong> such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithst<strong>and</strong>ing any<br />
consent by the Receiver with respect to such expenditure.<br />
(ii) During the period prior to the Termination Date, the Assuming Bank sh<strong>all</strong><br />
notify the Receiver within fifteen (15) days after any ofthe following becomes fully or parti<strong>all</strong>y<br />
charged-off:<br />
(A) a Shared-Loss Loan having a Legal Balance (or, in the case ofmore<br />
than one (1) Shared-Loss Loan made to the same Obligor, a combined Legal<br />
Balance) of$500,000 or more in circumstances in which the legal claim against<br />
the relevant Obligor survives; or<br />
(B) a Shared-Loss Loan to a director, an "executive officer" as defined in<br />
12 C.P.R.. 215.2(d), a "principal shareholder" as defined in 12 C.F.R.. 215.2(1), or<br />
an Affiliate ofthe Assuming Bank.<br />
(iii) Ifthe Receiver determines in its sole discretion that the Assuming Bank is<br />
not diligently pursuing collection efforts with respect to any Shared-Loss Asset which has been<br />
fully or parti<strong>all</strong>y charged-off or written-down (including any Shared-Loss Asset which is<br />
identified or required to be identified in a notice pursuant to Section 2.1(e)(ii)) or any Asset for<br />
which there exists a Failed Bank Charge-Off/Write-Down, the Receiver may at its option,<br />
exercisable at any time on or prior to the Termination Date, require the Assuming Bank to<br />
assign, transfer <strong>and</strong> convey such Shared-Loss Asset or Asset to <strong>and</strong> for the sole benefit ofthe<br />
Receiver for a price equal to the Re<strong>purchase</strong> Price thereof less the Related Liability Amount with<br />
respect to any Related Liabilities related to such Shared-Loss Asset or Asset.<br />
(iv) Not later than ten (1 0) days after the date upon which the Assuming Bank<br />
receives notice ofthe Receiver's intention to <strong>purchase</strong> or require the assignment ofany Shared<br />
Loss Asset or Asset pursuant to Section 2.1 ( e )(i) or (iii), the Assuming Bank sh<strong>all</strong> transfer to the<br />
Receiver such Shared-Loss Asset or Asset <strong>and</strong> any Credit Files relating thereto <strong>and</strong> sh<strong>all</strong> take <strong>all</strong><br />
Whole Bank P&A w/Loss Sharing 93 Alliance Bank<br />
February 6, 2009 Culver City, CA