purchase and assumption agreement whole bank all deposits - FDIC

Shared-Loss Quarter; plus
(ii) the amount of collections during such period by the Assuming Bank on Failed
Bank Charge-Offs/Write-Downs; plus
(iii) the amount ofgain on any sale or other disposition during such period by the
Assuming Bank of Shared Loss Loans, Other Real Estate, Additional ORE or Subsidiary ORE
(provided, that the amount ofany such gain included in Recoveries shall not exceed the
aggregate amount ofthe related Failed Bank Charge-Offs/Write-Downs and Charge-Offs taken
and any related Reimbursable Expenses and Recovery Expenses); plus
(iv) the amount ofcollections during such period by the Assuming Bank of any
Reimbursable Expenses or Recovery Expenses; plus
(v) the amount ofany fee or other consideration received by the Assuming Bank
during or prior to such period in connection with any amendment, modification, renewal,
extension, refinance, restructure, commitment or other similar action taken by the Assuming
Bank with respect to an Asset with respect to which there exists a Failed Bank Charge­
Off/Write-Down or a Shared-Loss Loan as to which a Charge-Off has been effected by the
Assuming Bank during or prior to such period (provided, that the amount ofany such fee or
other consideration included in Recoveries shall not exceed the aggregate amount ofthe related
Failed Bank Charge-Offs/Write-Downs and Charge-Offs taken and any related Reimbursable
Expenses and Recovery Expenses).
(I)(B) For the purpose ofdetermining the amounts to be applied as Recoveries pursuant
to subparagraph (I)(A) above, the Assuming Bank shall apply amounts received on the Assets
that are not otherwise applied to reduce the book value ofprincipal ofa Shared-Loss Loan (or, in
the case ofOther Real Estate, Additional ORE, Subsidiary ORE and Capitalized Expenditures,
that are not otherwise applied to reduce the book value thereof) in the following order: first to
Charge-Offs and Failed Bank Charge-Offs/Write Downs; then to Reimbursable Expenses and
Recovery Expenses; then to interest income; and then to other expenses incurred by the
Assuming Bank.
(II) Ifthere occurs an amendment, modification, renewal, extension, refinance,
restructure, commitment, sale or other similar action with respect to a Shared-Loss Loan as to
which there exists a Failed Bank Charge-Off/Write Down or as to which a Charge-Off has been
effected by the Assuming Bank during or prior to such period, and if, as a result of such
occurrence, the Assuming Bank recognizes any interest income for financial accounting purposes
on that Shared-Loss Loan, then "Recoveries" shall also include the portion ofthe total amount of
any such interest income recognized by the Assuming Bank which is derived by multiplying:
(A) the total amount ofany such interest income recognized by the Assuming Bank
during such period with respect to that Shared-Loss Loan as described above, :Qy
(B) a fraction, the numerator ofwhich is the aggregate principal amount (excluding
reversals or charge-offs ofAccrued Interest) ofall such Failed Bank Charge-Offs/Write­
Downs and Charge-Offs effected by the Assuming Bank with respect to that Shared-Loss
Whole Bank P&A w/Loss Sharing Alliance Bank
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February 6, 2009 Culver City, CA