Common use of Allowance for Loan and Real Estate Owned Losses Clause in Contracts

Allowance for Loan and Real Estate Owned Losses. At the request ----------------------------------------------- of Ambanc and in an amount specified by Ambanc, immediately prior to the Acquisition Merger Effective Time, the Company and Savings shall establish such additional provisions for loan and real estate owned losses as may be necessary in the reasonable, good faith determination of Ambanc, after consultation with the Company and Savings, to conform the Company's and Savings' loan and real estate owned allowance practices and methods to those of Ambanc and the Bank (as such practices and methods are to be applied to Company and Savings from and after the Acquisition Merger Effective Time); provided, however, that Company and Savings shall not be required to take such action until: (i) Company and Savings provide to Ambanc a written statement dated the date of Closing certified by the Chairman of the Board, the President and the Chief Financial Officer of the Company and Savings, that the conditions in Sections 5.1 and 5.2 to be satisfied by the Company or Savings or both of them have been satisfied by either or both of them or, alternatively, setting forth in detail the circumstances that have prevented such conditions from being satisfied (the "Reliance Certificate"), and Ambanc and Bank provide to Company and Savings a Reliance Certificate relating to the satisfaction of the conditions in Sections 5.1 and 5.3; and (ii) Ambanc and the Bank, after reviewing the Reliance Certificate, provide the Company and Savings a written waiver of any right either entity may have to terminate the Agreement which waiver shall contain an express condition precedent that Company and Savings have established such additional provisions for loan and real estate losses as requested by Ambanc pursuant to this Section 4.12; and provided further that the Company shall not be required to take any action that is not consistent with generally accepted accounting principles and applicable SEC and OTS regulations. No additional provision for loan and real estate owned losses taken by Savings pursuant to this Section 4.12 shall be deemed in and of itself to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement.

Allowance for Loan and Real Estate Owned Losses. At the request ----------------------------------------------- of Ambanc and in an amount specified by AmbancNewSouth, immediately prior to the Acquisition Merger Effective Time, the Company and Savings shall in an amount specified by NewSouth, establish such additional provisions for loan and real estate owned losses as may be necessary in the reasonable, good faith sole determination of Ambanc, after consultation with the Company and Savings, NewSouth to conform the Company's and Savings' loan and real estate owned allowance practices and methods to those of Ambanc NewSouth and the Bank (as such practices and methods are to be applied to Company and Savings from and after the Acquisition Merger Effective Time); provided, however, that Company and Savings shall not be required to take such action until: (i) Company and Savings provide to Ambanc NewSouth a written statement dated the date of Closing certified by the Chairman of the Board, the President and the Chief Financial Officer of the Company and Savings, that the conditions in Sections 5.1 and 5.2 to be satisfied by the Company or Savings or both of them have been satisfied by either or both of them or, alternatively, setting forth in detail the circumstances that have prevented such conditions from being satisfied (the "Reliance Certificate"), ) and Ambanc NewSouth and the Bank provide to the Company and Savings a Reliance Certificate relating to the satisfaction of the conditions in Sections Section 5.1 and 5.3; and (ii) Ambanc NewSouth, the Bank and the BankNew Sub, after reviewing the Reliance Certificate, provide the Company and Savings a written waiver of any right either any entity may have to terminate the Agreement Agreement, which waiver shall contain an express condition precedent that Company and Savings have established such additional provisions for loan and real estate losses as requested by Ambanc NewSouth pursuant to this Section 4.124.10; and provided further that (iii) in no event until the Company shall not be required day prior to take any action that is not consistent with generally accepted accounting principles and applicable SEC and OTS regulationsthe date of the Closing. No additional provision for loan and real estate owned losses taken by Savings pursuant to this Section 4.12 4.10 shall be deemed in and of itself to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement.

Allowance for Loan and Real Estate Owned Losses. At the request ----------------------------------------------- of Ambanc Commercial and in an amount specified by AmbancCommercial, immediately prior to the Acquisition Merger Effective Time, the Company and Savings shall establish such additional provisions for loan and real estate owned losses as may be necessary in the reasonable, good faith sole determination of Ambanc, after consultation with the Company and Savings, Commercial to conform the Company's and Savings' loan and real estate owned allowance practices and methods to those of Ambanc Commercial and the Bank (as such practices and methods are to be applied to Company and Savings from and after the Acquisition Merger Effective Time); provided, however, that Company and Savings shall not be required to take such action until: (i) Company and Savings provide to Ambanc Commercial a written statement dated the date of Closing certified by the Chairman of the Board, the President and the Chief Financial Officer of the Company and Savings, that the conditions in Sections 5.1 and 5.2 to be satisfied by the Company or Savings or both of them have been satisfied by either or both of them or, alternatively, setting forth in detail the circumstances that have prevented such conditions from being satisfied (the "Reliance Certificate"), and Ambanc Commercial and Bank provide to Company and Savings a Reliance Certificate relating to the satisfaction of the conditions in Sections 5.1 and 5.3; and (ii) Ambanc Commercial and the Bank, after reviewing the Reliance Certificate, provide the Company and Savings a written waiver of any right either entity may have to terminate the Agreement which waiver shall contain an express condition precedent that Company and Savings have established such additional provisions for loan and real estate losses as requested by Ambanc Commercial pursuant to this Section 4.12; and provided further that the Company shall not be required to take any action that is not consistent with generally accepted accounting principles and applicable SEC and OTS regulationsprinciples. No additional provision for loan and real estate owned losses taken by Savings pursuant to this Section 4.12 shall be deemed in and of itself to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement.

Allowance for Loan and Real Estate Owned Losses. At the request ----------------------------------------------- of Ambanc Commercial and in an amount specified by AmbancCommercial, immediately prior to the Acquisition Merger Effective Time, the Company and Savings shall establish such additional provisions for loan and real estate owned losses as may be necessary in the reasonable, good faith sole determination of Ambanc, after consultation with the Company and Savings, Commercial to conform the Company's and Savings' loan and real estate owned allowance practices and methods to those of Ambanc Commercial and the Bank (as such practices and methods are to be applied to Company and Savings from and after the Acquisition Merger Effective Time); provided, however, that Company and Savings shall not be required to take such action until: (i) Company and Savings provide to Ambanc Commercial a written statement dated the date of Closing certified by the Chairman of the Board, the President and the Chief Financial Officer of the Company and Savings, that the conditions in Sections 5.1 and 5.2 to be satisfied by the Company or Savings or both of them have been satisfied by either or both of them or, alternatively, setting forth in detail the circumstances that have prevented such conditions from being satisfied (the "Reliance Certificate"), and Ambanc Commercial and Bank provide to Company and Savings a Reliance Certificate relating to the satisfaction of the conditions in Sections 5.1 and 5.3; and (ii) Ambanc Commercial and the Bank, after reviewing the Reliance Certificate, provide the Company and Savings a written waiver of any right either entity may have to terminate the Agreement which waiver shall contain an express condition precedent that Company and Savings have established such additional provisions for loan and real estate losses as requested by Ambanc Commercial pursuant to this Section 4.12; and provided further that the Company shall not be required to take any action that is not consistent with generally accepted accounting principles and applicable SEC and OTS regulations. No additional provision for loan and real estate owned losses taken by Savings pursuant to this Section 4.12 shall be deemed in and of itself to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement.

Allowance for Loan and Real Estate Owned Losses. At ----------------------------------------------- the request ----------------------------------------------- of Ambanc and in an amount specified by AmbancNewSouth, immediately prior to the Acquisition Merger Effective Time, the Company and Savings shall in an amount specified by NewSouth, establish such additional provisions for loan and real estate owned losses as may be necessary in the reasonable, good faith sole determination of Ambanc, after consultation with the Company and Savings, NewSouth to conform the Company's and Savings' loan and real estate owned allowance practices and methods to those of Ambanc NewSouth and the Bank (as such practices and methods are to be applied to Company and Savings from and after the Acquisition Merger Effective Time); provided, however, that Company and Savings shall not be required to take such action until: (i) Company and Savings provide to Ambanc NewSouth a written statement dated the date of Closing certified by the Chairman of the Board, the President and the Chief Financial Officer of the Company and Savings, that the conditions in Sections 5.1 and 5.2 to be satisfied by the Company or Savings or both of them have been satisfied by either or both of them or, alternatively, setting forth in detail the circumstances that have prevented such conditions from being satisfied (the "Reliance Certificate"), ) and Ambanc NewSouth and the Bank provide to the Company and Savings a Reliance Certificate relating to the satisfaction of the conditions in Sections Section 5.1 and 5.3; and (ii) Ambanc NewSouth, the Bank and the BankNew Sub, after reviewing the Reliance Certificate, provide the Company and Savings a written waiver of any right either any entity may have to terminate the Agreement Agreement, which waiver shall contain an express condition precedent that Company and Savings have established such additional provisions for loan and real estate losses as requested by Ambanc NewSouth pursuant to this Section 4.124.10; and provided further that (iii) in no event until the Company shall not be required day prior to take any action that is not consistent with generally accepted accounting principles and applicable SEC and OTS regulationsthe date of the Closing. No additional provision for loan and real estate owned losses taken by Savings pursuant to this Section 4.12 4.10 shall be deemed in and of itself to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement.

Allowance for Loan and Real Estate Owned Losses. At the ----------------------------------------------- request ----------------------------------------------- of Ambanc and in an amount specified by Ambanc, immediately prior to the Acquisition Merger Effective Time, the Company and Savings shall establish such additional provisions for loan and real estate owned losses as may be necessary in the reasonable, good faith determination of Ambanc, after consultation with the Company and Savings, to conform the Company's and Savings' loan and real estate owned allowance practices and methods to those of Ambanc and the Bank (as such practices and methods are to be applied to Company and Savings from and after the Acquisition Merger Effective Time); provided, however, that Company and Savings shall not be required to take such action until: (i) Company and Savings provide to Ambanc a written statement dated the date of Closing certified by the Chairman of the Board, the President and the Chief Financial Officer of the Company and Savings, that the conditions in Sections 5.1 and 5.2 to be satisfied by the Company or Savings or both of them have been satisfied by either or both of them or, alternatively, setting forth in detail the circumstances that have prevented such conditions from being satisfied (the "Reliance Certificate"), and Ambanc and Bank provide to Company and Savings a Reliance Certificate relating to the satisfaction of the conditions in Sections 5.1 and 5.3; and (ii) Ambanc and the Bank, after reviewing the Reliance Certificate, provide the Company and Savings a written waiver of any right either entity may have to terminate the Agreement which waiver shall contain an express condition precedent that Company and Savings have established such additional provisions for loan and real estate losses as requested by Ambanc pursuant to this Section 4.12; and provided further that the Company shall not be required to take any action that is not consistent with generally accepted accounting principles and applicable SEC and OTS regulations. No additional provision for loan and real estate owned losses taken by Savings pursuant to this Section 4.12 shall be deemed in and of itself to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement.