purchase and assumption agreement whole bank all deposits - FDIC

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such other actions as may be necessary and appropriate to adequately effect the transfer ofsuch Shared-Loss Asset or Asset from the Assuming Bank to the Receiver. Not later than fifteen ( 15) days after the date upon which the Receiver receives such Shared-Loss Asset or Asset and any Credit Files relating thereto, the Receiver shall pay to the Assuming Bank an amount equal to the Repurchase Price ofsuch Shared-Loss Asset or Asset less the Related Liability Amount. (v) The Receiver shall assume all Related Liabilities with respect to any Shared-Loss Asset or Asset set forth in the notice described in Section 2.1(e)(iv). (f) Dispute Resolution. (i) (A) Any dispute as to whether a Charge-Off ofa Shared-Loss Asset was made in accordance with Examination Criteria shall be resolved by the Assuming Bank's Chartering Authority. (B) With respect to any other dispute arising under the terms ofthis Non-SF Shared Loss Agreement, at the discretion ofthe Corporation, to be exercised in each instance ofsuch other dispute, and with the subsequent written consent ofthe Assuming Bank, such other dispute shall be resolved by determination of a review board (a "Review Board") established pursuant to Section 2.1 (f). Any Review Board under this Section 2.1 (f) shall follow the provisions ofthe Federal Arbitration Act and shall follow the provisions ofthe Administrative Dispute Resolution Act of 1996 ("ADRA"), as amended. (C) Any determination by the Assuming Bank's Chartering Authority or by a Review Board shall be conclusive and binding on the parties hereto and not subject to further dispute, and judgment may be entered on said determination in accordance with applicable arbitration law in any court having jurisdiction thereof. (ii) A Review Board shall consist ofthree (3) members, each ofwhom shall have such expertise as the Corporation and the Assuming Bank agree is relevant. As appropriate, the receiver or the Corporation (the "FDIC Party") will select one member, one member will be selected by the Assuming Bank and the third member (the "Neutral Member") will be selected by the other two members. The member ofthe Review Board selected by a party may be removed at any time by such party upon two (2) days' written notice to the other party ofthe selection of a replacement member. The Neutral Member may be removed by unanimous action ofthe members appointed by the FDIC Party and the Assuming Bank after two (2) days' prior written notice to the FDIC Party and the Assuming Bank ofthe selection ofa replacement Neutral Member. In addition, ifa Neutral Member fails for any reason to serve or continue to serve on the Review Board, the other remaining members shall so notify the parties to the dispute and the Neutral Member in writing that such Neutral Member will be replaced, and the Neutral Member shall thereafter be replaced by the unanimous action ofthe other remaining members within twenty (20) business days ofthat notification. (iii) No dispute may be submitted to a Review Board by any ofthe parties to this Non-SF Shared-Loss Agreement unless such party has provided to the other party a written notice ofdispute ("Notice ofDispute"). During the forty-five ( 45)-day period following the providing of a Notice ofDispute, the parties to the dispute will make every effort in good faith to resolve the dispute by mutual agreement. As part ofthese good faith efforts, the parties should consider the use ofless formal dispute resolution techniques, as judged appropriate by each party in its sole discretion. Such techniques may include, but are not limited to, mediation, settlement conference, and early neutral evaluation. Ifthe parties have not agreed to a resolution ofthe Whole Bank P&A w/Loss Sharing Alliance Bank 94 February 6, 2009 Culver City, CA
dispute by the end of such forty-five (45)-d.ay period, then, subject to the discretion ofthe Corporation and the written consent ofthe Assuming Bank as set forth in Section 2.l(f)(i)(B) above, on the first day following the end of such period, the FDIC Party and the Assuming Bank shall notify each other ofits selection ofits member ofthe Review Board and such members shall be instructed to promptly select the Neutral Member ofthe Review Board. Ifthe members appointed by the FDIC Party and the Assuming Bank are unable to promptly agree upon the initial selection ofthe Neutral Member, or a timely replacement Neutral Member as set forth in Section 2.1 (f)(ii) above, the two appointed members shall apply to the American Arbitration Association ("AAA"), and such Neutral Member shall be appointed in accordance with the Commercial Arbitration Rules ofthe AAA. (iv) The resolution ofa dispute pursuant to this Section 2.1 (f) shall be governed by the Commercial Arbitration Rules of the AAA to the extent that such rules are not inconsistent with this Section 2.1 (f). The Review Board may modify the procedures set forth in such rules from time to time with the prior approval ofthe FDIC Party and the Assuming Bank. (v) Within fifteen (15) days after the last to occur ofthe final written submissions ofboth parties, the presentation ofwitnesses, ifany, and oral presentations, ifany, the Review Board shall adopt the position ofone ofthe parties and shall present to the parties a written award regarding the dispute. The determination of any two (2) members ofa Review Board will constitute the determination ofsuch Review Board. (vi) The FDIC Party and the Assuming Bank will each pay the fees and expenses ofthe member ofthe Review Board selected by it. The FDIC Party and Assuming Bank will share equally the fees and expenses ofthe Neutral Member. No such fees or expenses incurred by the Assuming Bank shall be subject to reimbursement by the FDIC Party under this Non-SF Shared-Loss Agreement or otherwise. (vii) Each party will bear all costs and expenses incurred by it in connection with the submission ofany dispute to a Review Board. No such costs or expenses incurred by the Assuming Bank shall be subject to reimbursement by the FDIC Party under this Non-SF Shared Loss Agreement or otherwise. The Review Board shall have no authority to award costs or expenses incurred by either party to these proceedings. (viii) Any dispute resolution proceeding held pursuant to this Section 2.1(f) shall not be public. In addition, each party and each member ofany Review Board shall strictly maintain the confidentiality ofall issues, disputes, arguments, positions and interpretations of any such proceeding, as well as all information, attachments, enclosures, exhibits, summaries, compilations, studies, analyses, notes, documents, statements, schedules and other similar items associated therewith. Pursuant to ADRA, dispute resolution communications may not be disclosed either by the parties or by any member ofthe Review board unless: (1) all parties to the dispute resolution proceeding agree in writing; (2) the communication has already been made public; (3) the communication is required by statute to be made public; or (4) a court determines that such testimony or disclosure is necessary to prevent a manifest injustice, help establish a violation ofthe law or prevent harm to the Whole Bank P&A wt1A»ss Sharing Alliance Bank 95 February 6, 2009 Culver City, CA
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PURCHASE AND ASSUMPTION AGREEMENT W
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ARTICLE V 5.1 5.2 5.3 ARTICLE VI 6.
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PURCHASE AND ASSUMPTION AGREEMENT W
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"Bank Closing" means the close of b
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(2) Both parties are well informed
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"Other Real Estate" means all inter
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Assuming Bank, if such securing Ass
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plans, if any, unless the Receiver
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(iii) a statement ofthe estimated R
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discretion (together with all Credi
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whatever action is necessary to acc
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Furniture and Equipment and Fixture
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Failed Bank provides mortgage servi
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4.14 Reserved. 4.15 Agreement with
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6.3 Preservation of Records. The As
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whether by way oftransfer, set-off,
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any ofits Subsidiaries, which, eith
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(2) claims with respect to any liab
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(g) take reasonable action as the R
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othen:vise specifically provided in
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13.13 Survival of Covenants, Etc. T
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SCHEDULE 3.1 - Certain Assets Purch
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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 and 58: shown in Exhibit 2a, Exhibit 2b, or
Page 59 and 60: (d) Payments With Respect to Shared
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 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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