purchase and assumption agreement whole bank all deposits - FDIC

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public health or safety, or of sufficient magnitude in the particular case to outweigh the integrity ofdispute resolution proceedings in general by reducing the confidence ofparties in future cases that their communications will remain confidential. (ix) Any dispute resolution proceeding pursuant to this Section 2.l(f) (whether as a matter ofgood faith negotiations, by resort to a Review Board, or otherwise) is a compromise negotiation for purposes ofthe Federal Rules ofEvidence and state rules of evidence. The parties agree that all proceedings, including any statement made or document prepared by any party, attorney or other participants are privileged and shall not be disclosed in any subsequent proceeding or document or construed for any purpose as an admission against interest. Any document submitted and any statements made during any dispute resolution proceeding are for settlement purposes only. The parties further agree not to subpoena any ofthe members ofthe Review Board or any documents submitted to the Review Board. In no event will the Neutral Member voluntarily testify on behalf ofany party. (x) No decision, interpretation, determination, analysis, statement, award or other pronouncement of any Review Board shall constitute precedent as regards any subsequent proceeding (whether or not such proceeding involves dispute resolution under this Non-SF Shared-Loss Agreement) nor shall any Review Board be bound to follow any decision, interpretation, determination, analysis, statement, award or other pronouncement rendered by any previous Review Board or any other previous dispute resolution panel which may have convened in connection with a transaction involving other failed financial institutions or Federal assistance transactions. (xi) The parties may extend any period oftime in this Section 2.l(f) by mutual agreement. Notwithstanding anything above to the contrary, no dispute shall be submitted to a Review Board until each member ofthe Review Board, and any substitute member, if applicable, agrees to be bound by the provisions ofthis Section 2.l(f) as applicable to members of a Review Board. Prior to the commencement ofthe Review Board proceedings, or, in the case of a substitute Neutral Member, prior to there-commencement ofsuch proceedings subsequent to that substitution, the Neutral Member shall provide a written oath of impartiality. 2.2 Administration of Shared-Loss Assets. The Assuming Bank shall at all times prior to the Termination Date comply with the Rules Regarding the Administration of Shared Loss Assets as set forth in Article III ofthis Exhibit. 2.3 Auditor Report; Right to Audit. (a) Within ninety (90) days after the end ofeach calendar year from and including the calendar year during which Bank Closing falls to and including the calendar year during which the Termination Date falls, the Assuming Bank shall deliver to the Corporation and to the Receiver a report signed by its independent public accountants stating that they have reviewed the terms ofthis Non-SF Shared-Loss Agreement and that, in the course oftheir annual audit ofthe Assuming Bank's books and records, nothing has come to their attention suggesting that any computations required to be made by the Assuming Bank during such calendar year by this Article II were not made by the Assuming Bank in accordance herewith. In the event that the Whole Bank P&A w/Loss Sharing Alliance Bank 96 February 6, 2009 Culver City, CA
Assuming Bank cannot comply with the preceding sentence, it shall promptly submit to the Receiver corrected computations together with a report signed by its independent public accountants stating that, after giving effect to such corrected computations, nothing has come to their attention suggesting that any computations required to be made by the Assuming Bank during such year by this Article II were not made by the Assuming Bank in accordance herewith. In such event, the Assuming Bank and the Receiver shall make all such accounting adjustments and payments as may be necessary to give effect to each correction reflected in such corrected computations, retroactive to the date on which the corresponding incorrect computation was made. (b) The Assuming Bank shall perform on a semi-annual basis an internal audit ofits compliance with the provisions of this Article II and shall provide the Receiver and the Corporation with copies ofthe internal audit reports and access to internal audit workpapers related to such internal audit. (c) The Receiver or the Corporation may perform an audit to determine the Assuming Bank's compliance with the provisions ofthis Non-SF Shared-Loss Agreement, including this Article II, at any time. The scope and duration ofany such audit shall be within the sole discretion ofthe Receiver or the Corporation, as the case may be. The Receiver or the Corporation, as the case may be, shall bear the expense of any such audit. In the event that any corrections are necessary as a result ofsuch an audit, the Assuming Bank and the Receiver shall make such accounting adjustments and payments as may be necessary to give retroactive effect to such corrections. 2.4. Withholdings. Notwithstanding any other provision in this Article II, the Receiver, upon the direction ofthe Director (or designee) ofthe Corporation's Division of Resolutions and Receiverships, may withhold payment for any amounts included in a Quarterly Certificate delivered pursuant to Section 2.1, if, in its sole judgment, there is a reasonable basis for denying the eligibility ofan item for which reimbursement or payment is sought under such Section. In such event, the Receiver shall provide a written notice to the Assuming Bank detailing the grounds for withholding such payment. At such time as the Assuming Bank demonstrates to the satisfaction ofthe Receiver that the grounds for such withholding of payment, or portion ofpayment, no longer exist or have been cured, then the Receiver shall pay the Assuming Bank the amount withheld which the Receiver determines is eligible for payment, within fifteen (15) Business Days. In the event the Receiver or the Assuming Bank elects to submit the issue ofthe eligibility ofthe item for reimbursement or payment for determination under the dispute resolution procedures of Section 2.1 (f), then (i) ifthe dispute is settled by the mutual agreement ofthe parties in accordance with Section 2.l(f)(iii), the Receiver shall pay the amount withheld (to the extent so agreed) within fifteen (15) Business Days from the date upon which the dispute is determined by the parties to be resolved by mutual agreement, and (ii) ifthe dispute is resolved by the determination ofa Review Board, the Receiver shall pay the amount withheld (to the extent so determined) within fifteen (15) Business Days from the date upon which the Receiver is notified ofthe determination by the Review Board ofits obligation to make such payment. Any payment by the Receiver pursuant to this Section 2.4 shall be made together with interest on the amount thereof from the date the payment was agreed or determined otherwise to be due, at the interest rate per annum determined by the Receiver to be equal to the coupon equivalent ofthe three (3)-month U.S. Treasury Bill Rate in effect as ofthe first Business Whole Bank P&A w/Loss Sharing Alliance Bank 97 February 6, 2009 Culver City, CA
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PURCHASE AND ASSUMPTION AGREEMENT W
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ARTICLE V 5.1 5.2 5.3 ARTICLE VI 6.
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PURCHASE AND ASSUMPTION AGREEMENT W
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"Bank Closing" means the close of b
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(2) Both parties are well informed
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"Other Real Estate" means all inter
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Assuming Bank, if such securing Ass
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plans, if any, unless the Receiver
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(iii) a statement ofthe estimated R
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discretion (together with all Credi
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whatever action is necessary to acc
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Furniture and Equipment and Fixture
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Failed Bank provides mortgage servi
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4.14 Reserved. 4.15 Agreement with
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6.3 Preservation of Records. The As
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whether by way oftransfer, set-off,
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any ofits Subsidiaries, which, eith
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(2) claims with respect to any liab
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(g) take reasonable action as the R
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othen:vise specifically provided in
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13.13 Survival of Covenants, Etc. T
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SCHEDULE 3.1 - Certain Assets Purch
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SCHEDULE 3.2- Purchase Price of Ass
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EXHIBIT 3.2(c) --VALUATION OF CERTA
Page 50 and 51: EXHIBIT 4.13 INTERIM ASSET SERVICIN
Page 52 and 53: SCHEDULE 4.l5A LOANS SUBJECT TO LOS
Page 55 and 56: Then-Current Interest Rate. Each Re
Page 57 and 58: shown in Exhibit 2a, Exhibit 2b, or
Page 59 and 60: (d) Payments With Respect to Shared
Page 61 and 62: 2.7 Sale of Single Family Shared-Lo
Page 63 and 64: Bank exercises its option under thi
Page 65 and 66: 6.1 Expenses. Except as otherwise e
Page 67 and 68: Exhibit 1 Monthly Certificate SEE F
Page 72: Calculation of Loss For Restructure
Page 78 and 79: 90- 119 days past due 120 and over
Page 80 and 81: Objective FDIC MORTGAGE LOAN MODIFI
Page 82 and 83: 3. Modified loans shall not include
Page 84 and 85: EXHIBIT 4.15B NON-SINGLE FAMILY SHA
Page 86 and 87: "FDIC Party" has the meaning provid
Page 88 and 89: Shared-Loss Quarter; plus (ii) the
Page 90 and 91: "Recovery Amount" has the meaning p
Page 92 and 93: "Review Board" has the meaning prov
Page 94 and 95: (B) the aggregate amount ofReimburs
Page 96 and 97: collection ofany such Asset, that s
Page 98 and 99: such other actions as may be necess
Page 102 and 103: Day of each Calendar Quarter during
Page 104 and 105: (iv) except as otherwise provided h
Page 106: 550 17th Street, N.W. Washington, D
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purchase and assumption agreement whole bank all deposits - FDIC

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