Common use of Assuming Bank Portfolio Sales of Remaining Shared-Loss Assets Clause in Contracts

Assuming Bank Portfolio Sales of Remaining Shared-Loss Assets. The Assuming Bank shall have the right with the concurrence of the Receiver, commencing as of the first day of the third to last Shared-Loss Quarter, to liquidate for cash consideration, in one or more transactions, all or a portion of Shared-Loss Assets held by the Assuming Bank (“Portfolio Sales”). If the Assuming Bank exercises its option under this Section 4.1, it must give thirty (30) days notice in writing to the Receiver setting forth the details and schedule for the Portfolio Sale which shall be conducted by means of sealed bid sales to third parties, not including any of the Assuming Bank’s affiliates, contractors, or any affiliates of the Assuming Bank’s contractors. The Receiver’s review of the Assuming Bank’s proposed Portfolio Sales will be considered in a timely fashion and approval will not be unreasonably withheld, delayed or conditioned. Notwithstanding anything herein to the contrary, in the event the Assuming Bank seeks the consent of the Receiver to undertake a Portfolio Sale in the nine (9) months prior to the fifth (5th) anniversary of the Commencement Date and the Receiver does not consent to such Portfolio Sale, then the Applicable Anniversary of the Commencement Date shall automatically, without any further action, be extended for an additional two years with respect to the Shared-Loss Assets that were the subject of the proposed Portfolio Sale (the “Portfolio Sale Loans”) and all provisions hereof shall remain in place for such additional two-year period with respect to such Portfolio Sale Loans. The Assuming Bank shall have the right, without consent of the Receiver, to undertake a Portfolio Sale as to all or any portion of the Portfolio Sale Loans at any time within nine (9) months prior to the Applicable Anniversary of the Commencement Date, as so extended.