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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(d) Payments With Respect to Shared-Loss Assets.<br />
(i) Losses Under the Stated Threshold. After the Shared Loss Payment Trigger<br />
is reached, not later than fifteen (15) days after the date on which the Receiver receives the<br />
Monthly Certificate, the Receiver sh<strong>all</strong> pay to the Assuming Bank, in immediately available<br />
funds, an amount equal to eighty percent (80%) ofthe Monthly Shared-Loss Amount reported<br />
on the Monthly Certificate. Ifthe total Monthly Shared-Loss Amount reported on the Monthly<br />
Certificate is a negative number, the Assuming Bank sh<strong>all</strong> pay to the Receiver in immediately<br />
available funds eighty percent (80%) ofthat amount.<br />
(ii) Losses in Excess of the Stated Threshold. In the event that the Stated<br />
Threshold has been met the loss/recovery sharing percentages sh<strong>all</strong> change from 80/20 to 9515<br />
<strong>and</strong> thereafter the Receiver sh<strong>all</strong> pay to the Assuming Bank, in immediately available funds, an<br />
amount equal to ninety-five percent (95%) of the Monthly Shared-Loss Amount reported on the<br />
Monthly Certificate. Ifthe Monthly Shared-Loss Amount reported on the Monthly Certificate is<br />
a negative number, the Assuming Bank sh<strong>all</strong> pay to the Receiver in immediately available funds<br />
ninety-five percent (95%) of that amount..<br />
(e) Limitations on Shared-Loss Payment. The Receiver sh<strong>all</strong> not be<br />
required to make any payments pursuant to Section 2.1 (d) with respect to any Foreclosure Loss,<br />
Restructuring Loss, Short Sale Loss or Portfolio Loss that the Receiver determines, based upon<br />
the criteria set forth in this Single Family Shared-Loss Agreement (including the analysis <strong>and</strong><br />
documentation requirements of Section 2.1 (a)) or Customary Servicing Procedures, should not<br />
have been effected by the Assuming Bank. In the event that the Receiver does not make any<br />
payment with respect to Losses claimed pursuant to Section 2.1 (d), the Receiver <strong>and</strong> Assuming<br />
Bank sh<strong>all</strong> make the necessary adjustments to the Monthly Shared-Loss Amount for that<br />
Monthly Certificate <strong>and</strong> the payment pursuant to Section 2.1(d) above sh<strong>all</strong> be adjusted<br />
accordingly.<br />
(f) Payments by Wire-Transfer. All payments under this Single Family<br />
Shared-Loss Agreement sh<strong>all</strong> be made by wire-transfer in accordance with the wire-transfer<br />
instructions on Exhibit 4.<br />
2.2 Auditor Report; Right to Audit<br />
(a) Within ninety (90) days after the end ofeach calendar year during which<br />
the Receiver makes any payment to the Assuming Bank under this Single Family Shared-Loss<br />
Agreement, the Assuming Bank sh<strong>all</strong> deliver to the Receiver a report signed by its independent<br />
public accountants stating that they have reviewed the terms ofthis Single Family Shared-Loss<br />
Agreement <strong>and</strong> that, in the course oftheir annual audit of the Assuming Bank's books <strong>and</strong><br />
records, nothing has come to their attention suggesting that any computations required to be<br />
made by the Assuming Bank during such calendar year pursuant to this Article II were not made<br />
by the Assuming Bank in accordance herewith. In the event that the Assuming Bank cannot<br />
comply with the preceding sentence, it sh<strong>all</strong> promptly submit to the Receiver corrected<br />
computations together with a report signed by its independent public accountants stating that,<br />
after giving effect to such corrected computations, nothing has come to their attention suggesting<br />
that any computations required to be made by the Assuming Bank during such year pursuant to<br />
Whole Bank P&A w/Loss Sharing Alliance Bank<br />
55<br />
February 6, 2009 Culver City, CA
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