purchase and assumption agreement whole bank all deposits - FDIC

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SCHEDULE 4.l5A LOANS SUBJECT TO LOSS SHARING UNDER THE SINGLE FAMILY SHARED-LOSS AGREEMENT Alliance Bank Whole Bank P&A w/Loss Sharing 48 Culver City, CA February 6, 2009
EXHIBIT 4.15A SINGLE FAMILY SHARED-LOSS AGREEMENT This agreement for the reimbursement ofloss sharing on certain single family residential mortgage loans (the "Single Family Shared-Loss Agreement") shall apply when the Assuming Bank purchases Single Family Shared-Loss Loans as that term is defined herein. The terms hereof shall modify and supplement, as necessary, the terms of the Purchase and Assumption Agreement to which this Single Family Shared-Loss Agreement is attached as Exhibit 4.15A and incorporated therein. To the extent any inconsistencies may arise between the terms of the Purchase and Assumption Agreement and this Single Family Shared-Loss Agreement with respect to the subject matter ofthis Single Family Shared-Loss Agreement, the terms ofthis Single Family Shared-Loss Agreement shall control. References in this Single Family Shared Loss Agreement to a particular Section shall be deemed to refer to a Section in this Single Family Shared-Loss Agreement, unless the context indicates that it is intended to be a reference to a Section ofthe Purchase and Assumption Agreement. ARTICLE I -DEFINITIONS The capitalized terms used in this Single Family Shared-Loss Agreement that are not defined in this Single Family Shared-Loss Agreement are defined in the Purchase and Assumption Agreement In addition to the terms defined above, defined below are certain additional terms relating to loss-sharing, as used in this Single Family Shared-Loss Agreement. "Accounting Records" means the subsidiary system ofrecord on which the loan history and balance ofeach Single Family Shared-Loss Loan is maintained; individual loan files containing either an original or copies ofdocuments that are customary and reasonable with respect to loan servicing, including management and disposition ofOther Real Estate; the records documenting alternatives considered with respect to loans in default or for which a default is reasonably foreseeable; records ofloss calculations and supporting documentation with respect to line items on the loss calculations; and, monthly delinquency reports and other performance reports customarily utilized by the Assuming Bank in management ofloan portfolios. "Accrued Interest" means, with respect to Single Family Shared-Loss Loans, the amount ofearned and unpaid interest at the note rate specified in the applicable loan documents, limited to 90 days. Closing Date. "Commencement Date" means the first calendar day following the Bank "Cumulative Loss Amount" means the sum ofthe Monthly Loss Amounts less the sum ofall Recovery Amounts. "Cumulative Shared-Loss Amount" means the excess, ifany, ofthe Cumulative Loss Amount over the First Loss Amount. Whole Bank P&A w/Loss Sharing Alliance Bank 49 February 6, 2009 Culver City, CA
Page 1 and 2: PURCHASE AND ASSUMPTION AGREEMENT W
Page 3 and 4: ARTICLE V 5.1 5.2 5.3 ARTICLE VI 6.
Page 5 and 6: PURCHASE AND ASSUMPTION AGREEMENT W
Page 7 and 8: "Bank Closing" means the close of b
Page 9 and 10: (2) Both parties are well informed
Page 11 and 12: "Other Real Estate" means all inter
Page 13 and 14: Assuming Bank, if such securing Ass
Page 15 and 16: plans, if any, unless the Receiver
Page 17 and 18: (iii) a statement ofthe estimated R
Page 19 and 20: discretion (together with all Credi
Page 21 and 22: whatever action is necessary to acc
Page 23 and 24: Furniture and Equipment and Fixture
Page 25 and 26: Failed Bank provides mortgage servi
Page 27 and 28: 4.14 Reserved. 4.15 Agreement with
Page 29 and 30: 6.3 Preservation of Records. The As
Page 31 and 32: whether by way oftransfer, set-off,
Page 33 and 34: any ofits Subsidiaries, which, eith
Page 35 and 36: (2) claims with respect to any liab
Page 37 and 38: (g) take reasonable action as the R
Page 39 and 40: othen:vise specifically provided in
Page 41: 13.13 Survival of Covenants, Etc. T
Page 44 and 45: SCHEDULE 3.1 - Certain Assets Purch
Page 46 and 47: SCHEDULE 3.2- Purchase Price of Ass
Page 48 and 49: EXHIBIT 3.2(c) --VALUATION OF CERTA
Page 50 and 51: EXHIBIT 4.13 INTERIM ASSET SERVICIN
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 100 and 101: public health or safety, or of suff
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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