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before the conversion transaction, and Metrobank was not
affiliated with the SAIF either before or after the transaction.
Metrobank had neither a right nor a chance to recover any of the
exit fee following its payment of the fee to the SAIF; SAIF funds
were available for use by the FDIC only with respect to SAIF
participants. As we view the exit fee in the context of the
statutory scheme, we see that the fee serves mainly to compensate
the former insurer (in this case, the SAIF) for its future loss
of income as to the assumed deposit liabilities, which
compensation flowed to the direct benefit of the FDIC and the
potential benefit of the former insurance fund’s participants.
But for the conversion transaction, the former insurer would have
received income in the form of the semiannual insurance premiums
payable on the deposit liabilities which were the subject of the
assumption, and a failing SAIF participant could have had an
opportunity to reach that income were the FDIC to have allowed
it. Here, the exit fee gave to the SAIF (and to its
participants) 0.9 percent of the deposit liabilities assumed by
Metrobank which translates into four to five times the annual
assessment which the SAIF would otherwise have received as to
those liabilities had they not been assumed by Metrobank.
We view the entrance fee as also paid as a nonrefundable
premium for insurance coverage; in contrast with the exit fee,
however, we understand the entrance fee to be paid for the
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