purchase and assumption agreement whole bank all deposits - FDIC

Shared-Loss Loan with respect to which (A) there exists a related Shared-Loss Loan
Commitment or (B) the Assuming Bank has taken a Charge-Off and (iv) is made in good faith, is
supported at the time it is made by documentation in the Credit Files and conforms to and is in
accordance with the applicable requirements set forth in Article III ofthis Non-SF Shared-Loss
Agreement and with the then effective written internal credit policy guidelines ofthe Assuming
Bank; provided, that the limitations in subparagraphs (i), (ii) and (iii) ofthis definition shall not
apply to any such action (other than to an advance or commitment related to the remediation,
storage or final disposal of any hazardous or toxic substance, pollutant or contaminant) that is
taken to preserve or secure the value ofthe collateral for such Shared-Loss Loan.
"Permitted Amendment" means, with respect to any Shared-Loss Loan
Commitment or Shared-Loss Loan, any amendment, modification, renewal or extension thereof,
or any waiver of any term, right, or remedy thereunder, made by the Assuming Bank in good
faith and otherwise in accordance with the applicable requirements set forth in Article III ofthis
Non-SF Shared-Loss Agreement and the then effective written internal credit policy guidelines
ofthe Assuming Bank; provided, that:
(i) with respect to a Shared-Loss Loan Commitment or a Shared-Loss Loan that is not a
revolving line ofcredit, no such amendment, modification, renewal, extension, or waiver, except
as allowed under the definition ofPermitted Advance, shall operate to increase the amount of
principal (A) then remaining available to be advanced by the Assuming Bank under the Shared­
Loss Loan Commitment or (B) then outstanding under the Shared-Loss Loan;
(ii) with respect to a Shared-Loss Loan Commitment or a Shared-Loss Loan that is a
revolving line of credit, no such amendment, modification, renewal, extension, or waiver, except
as allowed under the defmition ofPermitted Advance, shall operate to increase the maximum
amount ofprincipal authorized as ofBank Closing to be outstanding at any one time under the
underlying revolving line ofcredit relationship with the debtor (regardless ofthe extent to which
such revolving line ofcredit may have been funded as ofBank Closing or may subsequently
have been funded and/or repaid); and
(iii) no such amendment, modification, renewal, extension or waiver shall extend the
term ofsuch Shared-Loss Loan Commitment or Shared-Loss Loan beyond the end ofthe final
Shared-Loss Quarter unless the term ofsuch Shared-Loss Loan Commitment or Shared-Loss
Loan as existed on Bank Closing was beyond the end ofthe final Shared-Loss Quarter, in which
event no such amendment, modification, renewal, extension or waiver shall extend such term
beyond the term as existed as of Bank Closing.
"Quarterly Certificate" has the meaning provided in Section 2.1(a)(i) ofthis
Non-SF Shared-Loss Agreement.
"Recoveries" (I)(A) In addition to any sums to be applied as Recoveries pursuant
to subparagraph (II) below, "Recoveries" means, with respect to any period, the sum of(without
duplication):
(i) the amount ofcollections during such period by the Assuming Bank on
Charge-Offs ofShared-Loss Assets effected by the Assuming Bank prior to the end ofthe final
Whole Bank P&A w/Loss Sharing Alliance Bank
83
February 6, 2009 Culver City, CA