agrees that it will continue to make these improvements. FHL88 agrees that the March 1988 examination of Lincoln will focus principally on Lincoln's then current practices and procedures, and its current financial condition pursuant to a review of the status of Lincoln's loans and investments, and on making recommendations for future improvements, rather than on its prior practices and procedures. Lincoln agrees to cooperate with the FHLBank · Seattle in utilizing such recommendations to continue to improve its investment, lending, underwriting and record-keeping practices and procedures. 21. This Memorandum of Understanding shall not be construed to be a "condition imposed in writing by [FSLIC] in connection with granting of any application or other request" by Lincoln, a "written agreement," an "agreement entered into under 403," a "cease and desist order," an "order which has become final," or a "capital directive" within the meaning of 1730(e) or (k) or 563.14. 12 U.S.C. 22. Lincoln agrees that the FHLBB may institute an action in the United States District Court for the District of Columbia or the Central District of California alleging a material breach of this Memorandum of Understanding and seeking an injunction against any such future breach. Lincoln consents to the District Court's jurisdiction and agrees that such an injunction is appropriate if the Court finds that a material breach has occurred. 23. Pursuant to 12 USC 1424 (b) for the convenience of both the FHLBB and Lincoln, Lincoln's membership is hereby transferred from the FHLBank - S.F. to the adjoining district, FHLBank Seattle, and Lincoln shall be within the Twelfth FHLBank District for all examination and supervision purposes. 24. The parties acknowledge that they have voluntarily entered into this Memorandum of Understanding solely to resolve all outstanding issues between them. Neither this Memorandum of Understanding, nor the compromise and settlement provided for therein, nor any statements made, action taken, or documents prepared in connection with the negotiation, execution, or implementation of the Memorandum of Understanding, shall be deemed or construed as an admission by either party for the proposition that any claim, allegation, or defense by or against either party has or lacks. merit. 25. The parties recognize that conditions may change justifying modifications of this agreement in the future, or the results of the March 1988 examination may warrant such modifications, and either party may propose modifications to the other. In such event, the parties will |