purchase and assumption agreement whole bank all deposits - FDIC

judgment, will maximize collections), which do not constitute Reimbursable Expenses or
Recovery Expenses, and such expenses will exceed ten percent (10%) ofthe then book value
thereof as reflected on the Accounting Records ofthe Assuming Bank, the Assuming Bank shall
(i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a
Reimbursable Expense or Recovery Expense for purposes ofthis Section 2.1. (Where the
Assuming Bank determines that there is a substantial likelihood that the previously mentioned
situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for
which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance ofless
than $500,000 on the Accounting Records ofthe Assuming Bank, the Assuming Bank may so
notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or
Recovery Expense.) Within thirty (30) days after its receipt ofsuch a notice, the Receiver will
advise the Assuming Bank ofits consent or denial that such expenditures shall be treated as a
Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of
the Receiver to give its consent with respect to such expenditures, the Assuming Bank shall
continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the
Assuming Bank shall not be required to make such expenditures. At any time after its receipt of
such a notice and on or prior to the Termination Date the Receiver shall have the right to
purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any
consent by the Receiver with respect to such expenditure.
(ii) During the period prior to the Termination Date, the Assuming Bank shall
notify the Receiver within fifteen (15) days after any ofthe following becomes fully or partially
charged-off:
(A) a Shared-Loss Loan having a Legal Balance (or, in the case ofmore
than one (1) Shared-Loss Loan made to the same Obligor, a combined Legal
Balance) of$500,000 or more in circumstances in which the legal claim against
the relevant Obligor survives; or
(B) a Shared-Loss Loan to a director, an "executive officer" as defined in
12 C.P.R.. 215.2(d), a "principal shareholder" as defined in 12 C.F.R.. 215.2(1), or
an Affiliate ofthe Assuming Bank.
(iii) Ifthe Receiver determines in its sole discretion that the Assuming Bank is
not diligently pursuing collection efforts with respect to any Shared-Loss Asset which has been
fully or partially charged-off or written-down (including any Shared-Loss Asset which is
identified or required to be identified in a notice pursuant to Section 2.1(e)(ii)) or any Asset for
which there exists a Failed Bank Charge-Off/Write-Down, the Receiver may at its option,
exercisable at any time on or prior to the Termination Date, require the Assuming Bank to
assign, transfer and convey such Shared-Loss Asset or Asset to and for the sole benefit ofthe
Receiver for a price equal to the Repurchase Price thereof less the Related Liability Amount with
respect to any Related Liabilities related to such Shared-Loss Asset or Asset.
(iv) Not later than ten (1 0) days after the date upon which the Assuming Bank
receives notice ofthe Receiver's intention to purchase or require the assignment ofany Shared­
Loss Asset or Asset pursuant to Section 2.1 ( e )(i) or (iii), the Assuming Bank shall transfer to the
Receiver such Shared-Loss Asset or Asset and any Credit Files relating thereto and shall take all
Whole Bank P&A w/Loss Sharing 93 Alliance Bank
February 6, 2009 Culver City, CA