**United States Department of the Treasury**

**Small Business and Community Lending Initiative**

**U.S. Small Business Administration (“SBA”)**

**Pooled Certificates (“SBA Pooled Certificates”)**

**Summary of Terms**

**Purchaser:**United States Department of the Treasury (the “UST”).

**Financial Agentto the Purchaser:**EARNEST Partners LLC.

**Custodian for**

**the Purchaser:**The Bank of New York Mellon.

**Purchasing**

**Mechanism:**The UST will purchase Eligible Assets utilizing an “offer wanted” procedure run by the Financial Agent.

**Eligible Assets:**Any SBA Pooled Certificate created and continually held by a Prospective Seller (or held by a lender of such Prospective Seller pursuant to a repurchase facility provided to such Prospective Seller) and issued on or after July 1, 2008, created under the SBA’s secondary market program authorized pursuant to Section 5 of the Small Business Act of 1953, as amended (the “Act”), and issued by Colson Services Corp., as fiscal and transfer agent for the SBA (the “FTA”), each SBA Pooled Certificate representing an interest in a pool of SBA guaranteed portions of SBA small business loans originated in accordance with Section 7(a) of the Act.  For the avoidance of doubt, any SBA Pooled Certificate that has been traded in the secondary market shall not be an Eligible Asset.

**Prospective Seller:**Any financial institution that is identified by the FTA on the “Active Pool Assembler List” (each, a “SBA Pool Assembler”) that holds or will create Eligible Assets and has submitted a duly authorized and executed copy of the master purchase agreement for SBA Pooled Certificates (the “Master Purchase Agreement”) without any revision or modification thereto and has received a countersigned copy of such Master Purchase Agreement from the Purchaser.  Participation is voluntary and execution of the Master Purchase Agreement does not commit either party to consummate any purchase.  Once countersigned by the Purchaser (such date of countersignature, the “Signing Date”), the Master Purchase Agreement will become effective as of the Signing Date, and will remain effective and govern sales of Eligible Assets by such Prospective Seller to the Purchaser until terminated in accordance with its terms.  Either party may terminate the Master Purchase Agreement with written notice to the other.

**Additional Matters Related to Successful Sellers**

**Additional Security:**

**the Senior**

**Securities:**On each settlement date in connection with a purchase by UST of Eligible Assets, in consideration for such investment in Eligible Assets and other consideration in connection with its investment, UST will also receive senior indebtedness of the Seller (the “Senior Securities”) in a principal amount equal to 0.05% of the purchase price (exclusive of accrued interest) of the Eligible Assets purchased by the UST from the Seller on such settlement date.  

**The Seller may elect to redeem the Senior Securities immediately upon issuance on the settlement date.**

**Terms of the**

**Senior Securities:**The terms of the Senior Securities are set forth in the Master Purchase Agreement.

**Executive**

**Compensation**

**and other Matters:**Each of the Seller and its subsidiaries shall take all necessary action to ensure that it is in compliance with (i) Section 111 of the EESA, as implemented by the TARP Standards for Compensation and Corporate Governance set forth in 31 C.F.R. Part 30, (ii) the provisions of the Employ American Workers Act (Section 1611 of Division A, Title XVI of the American Recovery and Reinvestment Act of 2009), Public Law No. 111-5, effective as of February 17, 2009 and (iii) in each case (i) and (ii) all rules, regulations and guidance issued thereunder to the extent the same are applicable to the Seller and any other regulation, rule or guidance promulgated by a governmental authority, as may be applicable.

**Further Information**

**Contact Information:**For further information and to be placed on a contact list to receive offer solicitations, Prospective Sellers should contact the Financial Agent at EARNEST Partners, 1180 Peachtree Street, Suite 2300, Atlanta, Georgia  30309; by telephone at:  (404) 815-8772.

� 	The requirement for an SBA Pooled Certificate to be continually held by a Prospective Seller since issuance will not apply in the case of a TBA pool that has not been created at the time of the trade.

� 	For purposes of this term sheet, the term “financial institution” has the same meaning as set forth in Section 3(5) of the Emergency Economic Stabilization Act of 2008, as amended (“EESA”).

22279557 Term Sheet 

SBA Pooled Certificates

22279557 Term Sheet 

SBA Pooled Certificates

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