purchase and assumption agreement whole bank all deposits - FDIC

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(c) Monthly Data Download. Not later than fifteen ( 15) days after the end of each month, beginning with the month in which the Commencement Date occurs and ending with the Final Shared-Loss Recovery Month, Assuming Bank shall provide Receiver: (i) the servicing file in machine-readable format including but not limited to the following fields for each outstanding Single Family Shared-Loss Loan, as applicable: (A) Loan number (B) FICO score (C) Origination date (D) Original principal amount (E) Maturity date (F) Paid-to date (G) Last payment date (H) Loan status (bankruptcy, in foreclosure, etc.) (I) Delinquency counters (J) Current principal balance (K) Current escrow account balance (L) Current Appraisal/BPO value (M) Current Appraisal/BPO date (N) Interest rate (0) Monthly principal and interest payment amount (P) Monthly escrow payment for taxes and insurance (Q) Interest rate type (fixed or adjustable) (R) Ifadjustable: index, margin, next interest rate reset date (S) Payment/Interest rate cap and/or floor (T) Underwriting type (Full doc, Alt Doc, No Doc) (U) Lien type (1 8 \ 2nd,) (V) Amortization type (amortizing or 110) (W) Property address, including city, state, zip code (X) A code indicating whether the Mortgaged Property is owneroccupied (Y) Property type (single-family detached, condominium, duplex, etc.) (ii) An Excel file for ORE held as a result offoreclosure on a Single Family Shared-Loss Loan listing: (A) Foreclosure date (B) Unpaid loan principal balance (C) Appraised value or BPO value, as applicable (D) Projected liquidation date Whole Bank P&A w!Loss Sharing Alliance Bank 54 February 6, 2009 Culver City, CA
(d) Payments With Respect to Shared-Loss Assets. (i) Losses Under the Stated Threshold. After the Shared Loss Payment Trigger is reached, not later than fifteen (15) days after the date on which the Receiver receives the Monthly Certificate, the Receiver shall pay to the Assuming Bank, in immediately available funds, an amount equal to eighty percent (80%) ofthe Monthly Shared-Loss Amount reported on the Monthly Certificate. Ifthe total Monthly Shared-Loss Amount reported on the Monthly Certificate is a negative number, the Assuming Bank shall pay to the Receiver in immediately available funds eighty percent (80%) ofthat amount. (ii) Losses in Excess of the Stated Threshold. In the event that the Stated Threshold has been met the loss/recovery sharing percentages shall change from 80/20 to 9515 and thereafter the Receiver shall pay to the Assuming Bank, in immediately available funds, an amount equal to ninety-five percent (95%) of the Monthly Shared-Loss Amount reported on the Monthly Certificate. Ifthe Monthly Shared-Loss Amount reported on the Monthly Certificate is a negative number, the Assuming Bank shall pay to the Receiver in immediately available funds ninety-five percent (95%) of that amount.. (e) Limitations on Shared-Loss Payment. The Receiver shall not be required to make any payments pursuant to Section 2.1 (d) with respect to any Foreclosure Loss, Restructuring Loss, Short Sale Loss or Portfolio Loss that the Receiver determines, based upon the criteria set forth in this Single Family Shared-Loss Agreement (including the analysis and documentation requirements of Section 2.1 (a)) or Customary Servicing Procedures, should not have been effected by the Assuming Bank. In the event that the Receiver does not make any payment with respect to Losses claimed pursuant to Section 2.1 (d), the Receiver and Assuming Bank shall make the necessary adjustments to the Monthly Shared-Loss Amount for that Monthly Certificate and the payment pursuant to Section 2.1(d) above shall be adjusted accordingly. (f) Payments by Wire-Transfer. All payments under this Single Family Shared-Loss Agreement shall be made by wire-transfer in accordance with the wire-transfer instructions on Exhibit 4. 2.2 Auditor Report; Right to Audit (a) Within ninety (90) days after the end ofeach calendar year during which the Receiver makes any payment to the Assuming Bank under this Single Family Shared-Loss Agreement, the Assuming Bank shall deliver to the Receiver a report signed by its independent public accountants stating that they have reviewed the terms ofthis Single Family Shared-Loss Agreement and that, in the course oftheir annual audit of the 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 pursuant to this Article II were not made by the Assuming Bank in accordance herewith. In the event that the 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 pursuant to Whole Bank P&A w/Loss Sharing Alliance Bank 55 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 52 and 53: SCHEDULE 4.l5A LOANS SUBJECT TO LOS
Page 55 and 56: Then-Current Interest Rate. Each Re
Page 57: shown in Exhibit 2a, Exhibit 2b, or
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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