exv10w9






Exhibit 10.9




PURCHASE AND ASSUMPTION AGREEMENT



WHOLE BANK



ALL DEPOSITS



AMONG



FEDERAL DEPOSIT INSURANCE CORPORATION,

RECEIVER OF PENINSULA BANK,

ENGLEWOOD, FLORIDA



FEDERAL DEPOSIT INSURANCE CORPORATION



and



PREMIER AMERICAN BANK, N.A.



DATED AS OF



JUNE 25, 2010



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






 









 






TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 

	ARTICLE I	 	DEFINITIONS
	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE II	 	ASSUMPTION OF LIABILITIES
	 	 	7	 
	 	 	 	 	 
	 	 	 	 
	 	2.1	 	 	Liabilities Assumed by Assuming Institution
	 	 	7	 
	 	2.2	 	 	Interest on Deposit Liabilities
	 	 	9	 
	 	2.3	 	 	Unclaimed Deposits
	 	 	9	 
	 	2.4	 	 	Employee Plans
	 	 	9	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE III	 	PURCHASE OF ASSETS
	 	 	10	 
	 	 	 	 	 
	 	 	 	 
	 	3.1	 	 	Assets Purchased by Assuming Institution
	 	 	10	 
	 	3.2	 	 	Asset Purchase Price
	 	 	10	 
	 	3.3	 	 	Manner of Conveyance; Limited Warranty; Nonrecourse; Etc.
	 	 	10	 
	 	3.4	 	 	Puts of Assets to the Receiver
	 	 	11	 
	 	3.5	 	 	Assets Not Purchased by Assuming Institution
	 	 	13	 
	 	3.6	 	 	Retention or Repurchase of Assets Essential to Receiver
	 	 	14	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE IV	 	ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS
	 	 	15	 
	 	 	 	 	 
	 	 	 	 
	 	4.1	 	 	Continuation of Banking Business
	 	 	15	 
	 	4.2	 	 	Agreement with Respect to Credit Card Business
	 	 	15	 
	 	4.3	 	 	Agreement with Respect to Safe Deposit Business
	 	 	15	 
	 	4.4	 	 	Agreement with Respect to Safekeeping Business
	 	 	15	 
	 	4.5	 	 	Agreement with Respect to Trust Business
	 	 	16	 
	 	4.6	 	 	Agreement with Respect to Bank Premises
	 	 	16	 
	 	4.7	 	 	Agreement with Respect to Data Processing Equipment and Leases
	 	 	19	 
	 	4.8	 	 	Agreement with Respect to Certain Existing Agreements
	 	 	20	 
	 	4.9	 	 	Informational Tax Reporting
	 	 	20	 
	 	4.10	 	 	Insurance
	 	 	21	 
	 	4.11	 	 	Office Space for Receiver and Corporation
	 	 	21	 
	 	4.12	 	 	Agreement with Respect to Continuation of Group Health Plan
Coverage for Former Employees of the Failed Bank
	 	 	21	 
	 	4.13	 	 	Agreement with Respect to Interim Asset Servicing
	 	 	22	 
	 	4.14	 	 	Reserved
	 	 	22	 
	 	4.15	 	 	Agreement with Respect to Loss Sharing
	 	 	22	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE V	 	DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK
	 	 	22	 
	 	 	 	 	 
	 	 	 	 
	 	5.1	 	 	Payment of Checks, Drafts and Orders
	 	 	22	 
	 	5.2	 	 	Certain Agreements Related to Deposits
	 	 	23	 
	 	5.3	 	 	Notice to Depositors
	 	 	23	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VI	 	RECORDS
	 	 	23	 
	 	 	 	 	 
	 	 	 	 
	 	6.1	 	 	Transfer of Records
	 	 	23	 
	 	6.2	 	 	Delivery of Assigned Records
	 	 	23	 
	 	6.3	 	 	Preservation of Records
	 	 	23	 
	 	6.4	 	 	Access to Records; Copies
	 	 	24	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 





ii









 






	 	 	 	 	 	 	 	 	 

	ARTICLE VII	 	BID; INITIAL PAYMENT
	 	 	24	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VIII	 	ADJUSTMENTS
	 	 	24	 
	 	 	 	 	 
	 	 	 	 
	 	8.1	 	 	Pro Forma Statement
	 	 	24	 
	 	8.2	 	 	Correction of Errors and Omissions; Other Liabilities
	 	 	25	 
	 	8.3	 	 	Payments
	 	 	25	 
	 	8.4	 	 	Interest
	 	 	25	 
	 	8.5	 	 	Subsequent Adjustments
	 	 	25	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE IX	 	CONTINUING COOPERATION
	 	 	25	 
	 	 	 	 	 
	 	 	 	 
	 	9.1	 	 	General Matters
	 	 	25	 
	 	9.2	 	 	Additional Title Documents
	 	 	25	 
	 	9.3	 	 	Claims and Suits
	 	 	26	 
	 	9.4	 	 	Payment of Deposits
	 	 	26	 
	 	9.5	 	 	Withheld Payments
	 	 	26	 
	 	9.6	 	 	Proceedings with Respect to Certain Assets and Liabilities
	 	 	27	 
	 	9.7	 	 	Information
	 	 	27	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE X	 	CONDITION PRECEDENT
	 	 	27	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE XI	 	REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION
	 	 	27	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE XII	 	INDEMNIFICATION
	 	 	29	 
	 	 	 	 	 
	 	 	 	 
	 	12.1	 	 	Indemnification of Indemnitees
	 	 	29	 
	 	12.2	 	 	Conditions Precedent to Indemnification
	 	 	31	 
	 	12.3	 	 	No Additional Warranty
	 	 	32	 
	 	12.4	 	 	Indemnification of Receiver and Corporation
	 	 	32	 
	 	12.5	 	 	Obligations Supplemental
	 	 	32	 
	 	12.6	 	 	Criminal Claims
	 	 	32	 
	 	12.7	 	 	Limited Guaranty of the Corporation
	 	 	33	 
	 	12.8	 	 	Subrogation
	 	 	33	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE XIII	 	MISCELLANEOUS
	 	 	33	 
	 	 	 	 	 
	 	 	 	 
	 	13.1	 	 	Entire Agreement
	 	 	33	 
	 	13.2	 	 	Headings
	 	 	33	 
	 	13.3	 	 	Counterparts
	 	 	33	 
	 	13.4	 	 	GOVERNING LAW
	 	 	33	 
	 	13.5	 	 	Successors
	 	 	34	 
	 	13.6	 	 	Modification; Assignment
	 	 	34	 
	 	13.7	 	 	Notice
	 	 	34	 
	 	13.8	 	 	Manner of Payment
	 	 	34	 
	 	13.9	 	 	Costs, Fees and Expenses
	 	 	34	 
	 	13.10	 	 	Waiver
	 	 	35	 
	 	13.11	 	 	Severability
	 	 	35	 
	 	13.12	 	 	Term of Agreement
	 	 	35	 
	 	13.13	 	 	Survival of Covenants, Etc.
	 	 	35	 
	 	 	 	 	 
	 	 	 	 
	SCHEDULES	 	 
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	2.1	 	 	Certain Liabilities Assumed
	 	 	37	 
	 	2.1	(a)	 	Excluded Deposit Liability Accounts
	 	 	38	 
	 	3.1	 	 	Certain Assets Purchased
	 	 	39	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






iii









 






	 	 	 	 	 	 	 	 	 

	 	3.2	 	 	Purchase Price of Assets or Assets
	 	 	40	 
	 	3.5	(1)	 	Excluded Securities
	 	 	42	 
	 	3.5	(n)	 	Other Excluded Assets
	 	 	43	 
	 	4.15	A	 	Single Family Shared-Loss Loans
	 	 	44	 
	 	4.15	B	 	Commercial Shared-Loss Share Loans
	 	 	45	 
	 	4.15	C	 	Shared-Loss Securities
	 	 	46	 
	 	4.15	D	 	Shared-Loss Subsidiaries
	 	 	47	 
	 	6.3	 	 	Data Retention Catalog
	 	 	48	 
	 	7	 	 	Calculation of Deposit Premium
	 	 	50	 
	EXHIBITS	 	 
	 	 	 	 
	 	2.3	A	 	Final Notice Letter
	 	 	53	 
	 	2.3	B	 	Affidavit Of Mailing
	 	 	55	 
	 	3.2	(c)	 	Valuation Of Certain Qualified Financial Contracts
	 	 	56	 
	 	4.13	 	 	Interim Asset Servicing Arrangement
	 	 	58	 
	 	4.15	A	 	Single Family Shared-Loss Agreement
	 	 	60	 
	 	4.15	B	 	Commercial Shared-Loss Agreement
	 	 	102	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






iv









 






PURCHASE AND ASSUMPTION AGREEMENT



WHOLE BANK



ALL DEPOSITS



     THIS AGREEMENT, made and entered into as of the 25th day of June, 2010, by and among the
FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of Peninsula Bank, Englewood, Florida (the
“Receiver”), Premier American Bank, N.A., organized under the laws of the United States of America,
and having its principal place of business in Miami, Florida (the “Assuming Institution”), and the
FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and
having its principal office in Washington, D.C., acting in its corporate capacity (the
“Corporation”).



WITNESSETH:




     WHEREAS, on Bank Closing, the Chartering Authority closed Peninsula Bank (the “Failed
Bank”) pursuant to applicable law and the Corporation was appointed Receiver thereof; and



     WHEREAS, the Assuming Institution desires to purchase certain assets and assume certain
deposit and other liabilities of the Failed Bank on the terms and conditions set forth in this
Agreement; and



     WHEREAS, pursuant to 12 U.S.C. Section 1823(c)(2)(A), the Corporation may provide assistance
to the Assuming Institution to facilitate the transactions contemplated by this Agreement, which
assistance may include indemnification pursuant to Article XII; and



     WHEREAS, the Board of Directors of the Corporation (the “Board”) has determined to provide
assistance to the Assuming Institution on the terms and subject to the conditions set forth in this
Agreement; and



     WHEREAS, the Board has determined pursuant to 12 U.S.C. Section 1823(c)(4)(A) that such
assistance is necessary to meet the obligation of the Corporation to provide insurance coverage for
the insured deposits in the Failed Bank.



     NOW THEREFORE, in consideration of the mutual promises herein set forth and other valuable
consideration, the parties hereto agree as follows:



ARTICLE I

DEFINITIONS




          Capitalized terms used in this Agreement shall have the meanings set forth in this Article I,
or elsewhere in this Agreement. As used herein, words imparting the singular include the plural and
vice versa.




          “Accounting Records” means the general ledger and subsidiary ledgers and supporting
schedules which support the general ledger balances.




          “Acquired Subsidiaries” means Subsidiaries of the Failed Bank acquired pursuant to
Section 3.1.




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






1









 






          “Affiliate” of any Person means any director, officer, or employee of that Person and
any other Person (i) who is directly or indirectly controlling, or controlled by, or under direct
or indirect common control with, such Person, or (ii) who is an affiliate of such Person as the
term “affiliate” is defined in Section 2 of the Bank Holding Company Act of 1956, as amended, 12
U.S.C. Section 1841.




          “Agreement” means this Purchase and Assumption Agreement by and among the Assuming
Institution, the Corporation and the Receiver, as amended or otherwise modified from time to time.




          “Assets” means all assets of the Failed Bank purchased pursuant to Section 3.1. Assets
owned by Subsidiaries of the Failed Bank are not “Assets” within the meaning of this definition.




          “Assumed Deposits” means Deposits.




          “Bank Closing” means the close of business of the Failed Bank on the date on which the
Chartering Authority closed such institution.




          “Bank Premises” means the banking houses, drive-in banking facilities, and teller
facilities (staffed or automated) together with adjacent parking, storage and service facilities
and structures connecting remote facilities to banking houses, and land on which the foregoing are
located, and unimproved land that are owned or leased by the Failed Bank and that have formerly
been utilized, are currently utilized, or are intended to be utilized in the future by the Failed
Bank as shown on the Accounting Record of the Failed Bank as of Bank Closing.




          “Bid Amount” has the meaning provided in Article VII.




          “Bid Valuation Date” means April 9, 2010.




          “Book Value” means, with respect to any Asset and any Liability Assumed, the dollar
amount thereof stated on the Accounting Records of the Failed Bank. The Book Value of any item
shall be determined as of Bank Closing after adjustments made by the Receiver for differences in
accounts, suspense items, unposted debits and credits, and other similar adjustments or corrections
and for setoffs, whether voluntary or involuntary. The Book Value of a Subsidiary of the Failed
Bank acquired by the Assuming Institution shall be determined from the investment in subsidiary and
related accounts on the “bank only” (unconsolidated) balance sheet of the Failed Bank based on the
equity method of accounting. Without limiting the generality of the foregoing, (i) the Book Value
of a Liability Assumed shall include all accrued and unpaid interest thereon as of Bank Closing,
and (ii) the Book Value of a Loan shall reflect adjustments for earned interest, or unearned
interest (as it relates to the “rule of 78s” or add-on-interest loans, as applicable), if any, as
of Bank Closing, adjustments for the portion of earned or unearned loan-related credit life and/or
disability insurance premiums, if any, attributable to the Failed Bank as of Bank Closing, and
adjustments for Failed Bank Advances, if any, in each case as determined for financial reporting
purposes. The Book Value of an Asset shall not include any adjustment for loan premiums, discounts
or any related deferred income, fees or expenses, or general or specific reserves on the Accounting
Records of the Failed Bank. For Shared-Loss Securities, Book Value means the value of the security
provided in the Information Package.




          “Business Day” means a day other than a Saturday, Sunday, Federal legal holiday or
legal holiday under the laws of the State where the Failed Bank is located, or a day on which the
principal office of the Corporation is closed.




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






2









 






          “Chartering Authority” means (i) with respect to a national bank, the Office of the
Comptroller of the Currency, (ii) with respect to a Federal savings association or savings bank,
the Office of Thrift Supervision, (iii) with respect to a bank or savings institution chartered by
a State, the agency of such State charged with primary responsibility for regulating and/or closing
banks or savings institutions, as the case may be, (iv) the Corporation in accordance with 12
U.S.C. Section 1821(c), with regard to self appointment, or (v) the appropriate Federal banking
agency in accordance with 12 U.S.C. 1821(c)(9).




          “Commitment” means the unfunded portion of a line of credit or other commitment
reflected on the books and records of the Failed Bank to make an extension of credit (or additional
advances with respect to a Loan) that was legally binding on the Failed Bank as of Bank Closing,
other than extensions of credit pursuant to the credit card business and overdraft protection plans
of the Failed Bank, if any.




          “Credit Documents” mean the agreements, instruments, certificates or other documents
at any time evidencing or otherwise relating to, governing or executed in connection with or as
security for, a Loan, including without limitation notes, bonds, loan agreements, letter of credit
applications, lease financing contracts, banker’s acceptances, drafts, interest protection
agreements, currency exchange agreements, repurchase agreements, reverse repurchase agreements,
guarantees, deeds of trust, mortgages, assignments, security agreements, pledges, subordination or
priority agreements, lien priority agreements, undertakings, security instruments, certificates,
documents, legal opinions, participation agreements and intercreditor agreements, and all
amendments, modifications, renewals, extensions, rearrangements, and substitutions with respect to
any of the foregoing.




          “Credit File” means all Credit Documents and all other credit, collateral, or
insurance documents in the possession or custody of the Assuming Institution, or any of its
Subsidiaries or Affiliates, relating to an Asset or a Loan included in a Put Notice, or copies of
any thereof.




          “Data Processing Equipment” means any equipment, computer hardware, or computer
software (and the lease or licensing agreements related thereto) other than Personal Computers,
owned or leased by the Failed Bank at Bank Closing, which is, was, or could have been used by the
Failed Bank in connection with data processing activities.




          “Deposit” means a deposit as defined in 12 U.S.C. Section 1813(1), including without
limitation, outstanding cashier’s checks and other official checks and all uncollected items
included in the depositors’ balances and credited on the books and records of the Failed Bank;
provided, that the term “Deposit” shall not include all or any portion of those
deposit balances which, in the discretion of the Receiver or the Corporation, (i) may be required
to satisfy it for any liquidated or contingent liability of any depositor arising from an
unauthorized or unlawful transaction, or (ii) may be needed to provide payment of any liability of
any depositor to the Failed Bank or the Receiver, including the liability of any depositor as a
director or officer of the Failed Bank, whether or not the amount of the liability is or can be
determined as of Bank Closing.




          “Deposit Secured Loan” means a loan in which the only collateral securing the loan is
Assumed Deposits or deposits at other insured depository institutions.




          “Electronically Stored Information” means any system backup tapes, any electronic mail
(whether on an exchange or other similar system), any data on personal computers and any data on
server hard drives.




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






3









 






          “Failed Bank Advances” means the total sums paid by the Failed Bank to (i) protect its
lien position, (ii) pay ad valorem taxes and hazard insurance, and (iii) pay credit life insurance,
accident and health insurance, and vendor’s single interest insurance.




          “Fair Market Value” means (i)(a) “Market Value” as defined in the regulation
prescribing the standards for real estate appraisals used in federally related transactions, 12
C.F.R. § 323.2(g), and accordingly shall mean the most probable price which a property should bring
in a competitive and open market under all conditions requisite to a fair sale, the buyer and
seller each acting prudently and knowledgeably, and assuming the price is not affected by undue
stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the
passing of title from seller to buyer under conditions whereby:





(1) Buyer and seller are typically motivated;




(2) Both parties are well informed or well advised, and acting in what they consider their
own best interests;




(3) A reasonable time is allowed for exposure in the open market;




(4) Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements
comparable thereto; and




(5) The price represents the normal consideration for the property sold unaffected by
special or creative financing or sales concessions granted by anyone associated with the
sale;


as determined as of Bank Closing by an appraiser chosen by the Assuming Institution from a list of
acceptable appraisers provided by the Receiver; any costs and fees associated with such
determination shall be shared equally by the Receiver and the Assuming Institution, and (b) which,
with respect to Bank Premises (to the extent, if any, that Bank Premises are purchased utilizing
this valuation method), shall be determined not later than sixty (60) days after Bank Closing by an
appraiser selected by the Receiver and the Assuming Institution within seven (7) days after Bank
Closing; or (ii) with respect to property other than Bank Premises purchased utilizing this
valuation method, the price therefore as established by the Receiver and agreed to by the Assuming
Institution, or in the absence of such agreement, as determined in accordance with clause (i)(a)
above.




          “Fixtures” means those leasehold improvements, additions, alterations and
installations constituting all or a part of Bank Premises and which were acquired, added, built,
installed or purchased at the expense of the Failed Bank, regardless of the holder of legal title
thereto as of Bank Closing.




          “Furniture and Equipment” means the furniture and equipment (other than Safe Deposit
Boxes, motor vehicles, and Data Processing Equipment), leased or owned by the Failed Bank and
reflected on the books of the Failed Bank as of Bank Closing and located on or at Bank Premises,
including without limitation automated teller machines, carpeting, furniture, office machinery,
shelving, office supplies, telephone, surveillance and security systems, ancillary equipment, and
artwork. Furniture and equipment located at a storage facility not adjacent to a Bank Premises are
excluded from this definition.




          “Indemnitees” means, except as provided in paragraph (11) of Section 12.1(b), (i) the
Assuming Institution, (ii) the Subsidiaries and Affiliates of the Assuming Institution
other than any Subsidiaries or Affiliates of the Failed Bank that are or become
Subsidiaries or Affiliates of the Assuming Institution, and (iii) the directors, officers,
employees and agents of the Assuming Institution and its Subsidiaries and Affiliates who are not
also present or former directors, officers, employees or agents of the Failed Bank or of any
Subsidiary or Affiliate of the Failed Bank.




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






4









 






          “Information Package” means the most recent compilation of financial and other data
with respect to the Failed Bank, including any amendments or supplements thereto, provided to the
Assuming Institution by the Corporation on the web site used by the Corporation to market the
Failed Bank to potential acquirers.




          “Initial Payment” means the payment made pursuant to Article VII (based on the best
information available as of the Bank Closing Date), the amount of which shall be either (i) if the
Bid Amount is positive, the aggregate Book Value of the Liabilities Assumed minus the sum
of the aggregate purchase price of the Assets and assets purchased and the positive Bid Amount, or
(ii) if the Bid Amount is negative, the sum of the aggregate Book Value of the Liabilities Assumed
and the negative Bid Amount minus the aggregate purchase price of the Assets and assets
purchased. The Initial Payment shall be payable by the Corporation to the Assuming Bank if (i) the
Liabilities Assumed are greater than the sum of the positive Bid Amount and the Assets and assets
purchased, or if (ii) the sum of the Liabilities Assumed and the negative Bid Amount are greater
than the Assets and assets purchased. The Initial Payment shall be payable by the Assuming Bank to
the Corporation if (i) the Liabilities Assumed are less than the sum of the positive Bid Amount and
the Assets and assets purchased, or if (ii) the sum of the Liabilities Assumed and the negative Bid
Amount is less than the Assets and assets purchased. Such Initial Payment shall be subject to
adjustment as provided in Article VIII.




          “Legal Balance” means the amount of indebtedness legally owed by an Obligor with
respect to a Loan, including principal and accrued and unpaid interest, late fees, attorneys’ fees
and expenses, taxes, insurance premiums, and similar charges, if any.




          “Liabilities Assumed” has the meaning provided in Section 2.1.




          “Lien” means any mortgage, lien, pledge, charge, assignment for security purposes,
security interest, or encumbrance of any kind with respect to an Asset, including any conditional
sale agreement or capital lease or other title retention agreement relating to such Asset.




          “Loans” means all of the following owed to or held by the Failed Bank as of Bank
Closing:




          (i) loans (including loans which have been charged off the Accounting Records of the Failed
Bank in whole or in part prior to and including the Bid Valuation Date), participation agreements,
interests in participations, overdrafts of customers (including but not limited to overdrafts made
pursuant to an overdraft protection plan or similar extensions of credit in connection with a
deposit account), revolving commercial lines of credit, home equity lines of credit, Commitments,
United States and/or State-guaranteed student loans, and lease financing contracts;




          (ii) all Liens, rights (including rights of set-off), remedies, powers, privileges, demands,
claims, priorities, equities and benefits owned or held by, or accruing or to accrue to or for the
benefit of, the holder of the obligations or instruments referred to in clause (i) above, including
but not limited to those arising under or based upon Credit Documents, casualty insurance policies
and binders, standby letters of credit, mortgagee title insurance policies and binders, payment
bonds and performance bonds at any time and from time to time existing with respect to any of the
obligations or instruments referred to in clause (i) above; and




          (iii) all amendments, modifications, renewals, extensions, refinancings, and refundings of or
for any of the foregoing.




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






5









 






          “Obligor” means each Person liable for the full or partial payment or performance of
any Loan, whether such Person is obligated directly, indirectly, primarily, secondarily, jointly,
or severally.




          “Other Real Estate” means all interests in real estate (other than Bank Premises and
Fixtures), including but not limited to mineral rights, leasehold rights, condominium and
cooperative interests, air rights and development rights that are owned by the Failed Bank.




          “Payment Date” means the first Business Day after the Bank Closing Date.




          “Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, or government or any agency or political
subdivision thereof, excluding the Corporation.




          “Personal Computer(s)” means computers based on a microprocessor generally designed to
be used by one person at a time and which usually store informational data on that computer’s
internal hard drive or attached peripheral. A personal computer can be found in various
configurations such as laptops, net books, and desktops.




          “Primary Indemnitor” means any Person (other than the Assuming Institution or any of
its Affiliates) who is obligated to indemnify or insure, or otherwise make payments (including
payments on account of claims made against) to or on behalf of any Person in connection with the
claims covered under Article XII, including without limitation any insurer issuing any directors
and officers liability policy or any Person issuing a financial institution bond or banker’s
blanket bond.




          “Pro forma” means producing a balance sheet that reflects a reasonably accurate
financial statement of the Failed bank through the date of closing. The pro forma financial
statements serve as a basis for the opening entries of both the Assuming Institution and the
Receiver.




          “Put Date” has the meaning provided in Section 3.4.




          “Put Notice” has the meaning provided in Section 3.4.




          “Qualified Financial Contract” means a qualified financial contract as defined in 12
U.S.C. Section 1821(e)(8)(D).




          “Record” means any document, microfiche, microfilm and Electronically Stored
Information (including but not limited to magnetic tape, disc storage, card forms and printed copy)
of the Failed Bank generated or maintained by the Failed Bank that is owned by or in the possession
of the Receiver at Bank Closing.




          “Related Liability” with respect to any Asset means any liability existing and
reflected on the Accounting Records of the Failed Bank as of Bank Closing for (i) indebtedness
secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or
affecting such Asset, (ii) ad valorem taxes applicable to such Asset, and (iii) any other
obligation determined by the Receiver to be directly related to such Asset.




          “Related Liability Amount” with respect to any Related Liability on the books of the
Assuming Institution, means the amount of such Related Liability as stated on the Accounting
Records of the Assuming Institution (as maintained in accordance with generally accepted accounting
principles) as of the date as of which the Related Liability Amount is being determined. With
respect to a liability that relates to more than one asset, the amount of such Related Liability
shall be allocated among such assets




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






6









 





for the purpose of determining the Related Liability Amount with respect to any one of such
assets. Such allocation shall be made by specific allocation, where determinable, and otherwise
shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of
the entity that owns such asset.




          “Repurchase Price” means, with respect to any Loan, first taking the Book Value of the
Asset at Bank Closing and either subtracting the Asset discount or adding the Asset premium, and
subsequently adjusting that total by (i) adding any advances and interest on such Loan after Bank
Closing, (ii) subtracting the total amount received by the Assuming Institution for such Loan after
Bank Closing, regardless of how applied, and (iii) adding total disbursements of principal made by
Receiver not otherwise included in the Book Value.




          “Safe Deposit Boxes” means the safe deposit boxes of the Failed Bank, if any,
including the removable safe deposit boxes and safe deposit stacks in the Failed Bank’s vault(s),
all rights and benefits under rental agreements with respect to such safe deposit boxes, and all
keys and combinations thereto.




          “Settlement Date” means the first Business Day immediately prior to the day which is
three hundred sixty-five (365) days after Bank Closing, or such other date prior thereto as may be
agreed upon by the Receiver and the Assuming Institution. The Receiver, in its discretion, may
extend the Settlement Date.




          “Settlement Interest Rate” means, for the first calendar quarter or portion thereof
during which interest accrues, the rate determined by the Receiver to be equal to the equivalent
coupon issue yield on twenty-six (26)-week United States Treasury Bills in effect as of Bank
Closing as published in The Wall Street Journal; provided, that if no such
equivalent coupon issue yield is available as of Bank Closing, the equivalent coupon issue yield
for such Treasury Bills most recently published in The Wall Street Journal prior to Bank
Closing shall be used. Thereafter, the rate shall be adjusted to the rate determined by the
Receiver to be equal to the equivalent coupon issue yield on such Treasury Bills in effect as of
the first day of each succeeding calendar quarter during which interest accrues as published in
The Wall Street Journal.




          “Shared-Loss Securities” means those securities and other assets listed on Schedule
4.15C.




          “Subsidiary” has the meaning set forth in Section 3(w)(4) of the Federal Deposit
Insurance Act, 12 U.S.C. Section 1813(w)(4), as amended.




ARTICLE II

ASSUMPTION OF LIABILITIES




     2.1 Liabilities Assumed by Assuming Institution. The Assuming Institution expressly assumes at Book Value (subject to adjustment pursuant to
Article VIII) and agrees to pay, perform, and discharge all of the following liabilities of the
Failed Bank as of Bank Closing, except as otherwise provided in this Agreement (such liabilities
referred to as “Liabilities Assumed”):




(a) Assumed Deposits, except those Deposits specifically listed on Schedule 2.1(a);
provided, that as to any Deposits of public money which are Assumed
Deposits, the Assuming Institution agrees to properly secure such Deposits with such
Assets as appropriate which, prior to Bank Closing, were pledged as security by the
Failed Bank, or
with assets of the Assuming Institution, if such securing Assets, if any, are
insufficient to properly secure such Deposits;



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






7









 







(b) liabilities for indebtedness secured by mortgages, deeds of trust, chattel
mortgages, security interests or other liens on or affecting any Assets, if any;
provided, that the assumption of any liability pursuant to this
paragraph shall be limited to the market value of the Assets securing such liability
as determined by the Receiver;




(c) borrowings from Federal Reserve Banks and Federal Home Loan Banks, if any,
provided, that the assumption of any liability pursuant to this
paragraph shall be limited to the market value of the assets securing such liability
as determined by the Receiver; and overdrafts, debit balances, service charges,
reclamations, and adjustments to accounts with the Federal Reserve Banks as
reflected on the books and records of any such Federal Reserve Bank within ninety
(90) days after Bank Closing, if any;




(d) ad valorem taxes applicable to any Asset, if any; provided, that
the assumption of any ad valorem taxes pursuant to this paragraph shall be limited
to an amount equal to the market value of the Asset to which such taxes apply as
determined by the Receiver;




(e) liabilities, if any, for federal funds purchased, repurchase agreements and
overdrafts in accounts maintained with other depository institutions (including any
accrued and unpaid interest thereon computed to and including Bank Closing);
provided, that the assumption of any liability pursuant to this
paragraph shall be limited to the market value of the Assets securing such liability
as determined by the Receiver;




(f) United States Treasury tax and loan note option accounts, if any;




(g) liabilities for any acceptance or commercial letter of credit provided,
that the assumption of any liability pursuant to this paragraph shall be
limited to the market value of the Assets securing such liability as determined by
the Receiver;




(h) liabilities for any “standby letters of credit” as defined in 12 C.F.R. Section
337.2(a) issued on the behalf of any Obligor of a Loan acquired hereunder by the
Assuming Institution, but excluding any other standby letters of credit;




(i) duties and obligations assumed pursuant to this Agreement including without
limitation those relating to the Failed Bank’s Records, credit card business, debit
card business, stored value and gift card business, overdraft protection plans, safe
deposit business, safekeeping business, or trust business, if any; and




(j) liabilities, if any, for Commitments;




(k) liabilities, if any, for amounts owed to any Subsidiary of the Failed Bank
acquired under Section 3.1;




(l) liabilities, if any, with respect to Qualified Financial Contracts;




(m) duties and obligations under any contract pursuant to which the Failed Bank
provides mortgage servicing for others, or mortgage servicing is provided to the
Failed Bank by others, including (i) any seller obligations, seller origination and
repurchase obligations, and (ii) any government sponsored enterprise (“GSE”) seller
or servicer
obligations, provided that, if the Assuming Institution is not an
approved GSE servicer, or does not intend or is unable to become an approved GSE
servicer, the Assuming



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






8









 







Institution will cooperate with Receiver and the GSE to
effect the transfer of any such servicing obligations to a GSE approved servicer;
and




(n) all asset-related offensive litigation liabilities and all asset-related
defensive litigation liabilities, but only to the extent such liabilities relate to
assets subject to a shared-loss agreement, and provided that all other defensive
litigation and any class actions with respect to credit card business are retained
by the Receiver.



     Schedule 2.1 attached hereto and incorporated herein sets forth certain categories of
Liabilities Assumed and the aggregate Book Value of the Liabilities Assumed in such categories.
Such schedule is based upon the best information available to the Receiver and may be adjusted as
provided in Article VIII.



     2.2 Interest on Deposit Liabilities. The Assuming Institution agrees that, from and after Bank Closing, it will accrue and pay
interest on Deposit liabilities assumed pursuant to Section 2.1 at a rate(s) it shall determine;
provided, that for non-transaction Deposit liabilities such rate(s) shall not be
less than the lowest rate offered by the Assuming Institution to its depositors for non-transaction
deposit accounts. The Assuming Institution shall permit each depositor to withdraw, without penalty
for early withdrawal, all or any portion of such depositor’s Deposit, whether or not the Assuming
Institution elects to pay interest in accordance with any deposit agreement formerly existing
between the Failed Bank and such depositor; and further provided, that if
such Deposit has been pledged to secure an obligation of the depositor or other party, any
withdrawal thereof shall be subject to the terms of the agreement governing such pledge. The
Assuming Institution shall give notice to such depositors as provided in Section 5.3 of the rate(s)
of interest which it has determined to pay and of such withdrawal rights.



     2.3 Unclaimed Deposits. Fifteen (15) months following the Bank Closing Date, the Assuming Institution will provide
the Receiver a listing of all deposit accounts, including the type of account, not claimed by the
depositor. The Receiver will review the list and authorize the Assuming Institution to act on
behalf of the Receiver to send a “Final Legal Notice” in a form substantially similar to Exhibit
2.3A to the owner(s) of the unclaimed deposits reminding them of the need to claim or arrange to
continue their account(s) with the Assuming Institution. The Assuming Institution will send the
“Final Legal Notice” to the depositors within thirty (30) days following notification of the
Receiver’s authorization. The Assuming Institution will prepare an Affidavit of Mailing and will
forward the Affidavit of Mailing to the Receiver after mailing out the “Final Legal Notice” in a
form substantially similar to Exhibit 2.3B to the owner(s) of unclaimed deposit accounts.



     If, within eighteen (18) months after Bank Closing, any depositor of the Failed Bank does not
claim or arrange to continue such depositor’s Deposit assumed pursuant to Section 2.1 at the
Assuming Institution, the Assuming Institution shall, within fifteen (15) Business Days after the
end of such eighteen (18) month period, (i) refund to the Receiver the full amount of each such
deposit (without reduction for service charges), (ii) provide to the Receiver a schedule of all
such refunded Deposits in such form as may be prescribed by the Receiver, and (iii) assign,
transfer, convey, and deliver to the Receiver, all right, title, and interest of the Assuming
Institution in and to the Records previously transferred to the Assuming Institution and other
records generated or maintained by the Assuming Institution pertaining to such Deposits. During
such eighteen (18) month period, at the request of the
Receiver, the Assuming Institution promptly shall provide to the Receiver schedules of
unclaimed deposits in such form as may be prescribed by the Receiver.



     2.4 Employee Plans. Except as provided in Section 4.12, the Assuming Institution shall have no liabilities,
obligations or responsibilities under the Failed Bank’s health care, bonus, vacation,



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






9









 





pension, profit sharing, deferred compensation, 401K or stock purchase plans or similar plans, if any,
unless the Receiver and the Assuming Institution agree otherwise subsequent to the date of this
Agreement.




ARTICLE III

PURCHASE OF ASSETS




     3.1 Assets Purchased by Assuming Institution. With the exception of certain assets expressly excluded in Sections 3.5 and 3.6, the
Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns,
transfers, conveys, and delivers to the Assuming Institution, all right, title, and interest of the
Receiver in and to all of the assets (real, personal and mixed, wherever located and however
acquired) including all subsidiaries, joint ventures, partnerships, and any and all other business
combinations or arrangements, whether active, inactive, dissolved or terminated, of the Failed Bank
whether or not reflected on the books of the Failed Bank as of Bank Closing. Schedule 3.1 attached
hereto and incorporated herein sets forth certain categories of Assets purchased hereunder. Such
schedule is based upon the best information available to the Receiver and may be adjusted as
provided in Article VIII. Assets are purchased hereunder by the Assuming Institution subject to all
liabilities for indebtedness collateralized by Liens affecting such Assets to the extent provided
in Section 2.1. Notwithstanding Section 4.8, the Assuming Institution specifically purchases all
mortgage servicing rights and obligations of the Failed Bank.



     3.2 Asset Purchase Price.



     (a) All Assets and assets of the Failed Bank subject to an option to purchase by the Assuming
Institution shall be purchased for the amount, or the amount resulting from the method specified
for determining the amount, as specified on Schedule 3.2, except as otherwise may be provided
herein. Any Asset, asset of the Failed Bank subject to an option to purchase or other asset
purchased for which no purchase price is specified on Schedule 3.2 or otherwise herein shall be
purchased at its Book Value. Loans or other assets charged off the Accounting Records of the Failed
Bank before the Bid Valuation Date shall be purchased at a price of zero.



     (b) The purchase price for securities (other than the capital stock of any Acquired
Subsidiary, Shared-Loss Securities, FRB and FHLB stock) purchased under Section 3.1 by the Assuming
Institution shall be the market value thereof as of Bank Closing, which market value shall be (i)
the market price for each such security quoted at the close of the trading day effective on Bank
Closing as published electronically by Bloomberg, L.P., or alternatively, at the discretion of the
Receiver, IDC/Financial Times (FT) Interactive Data; (ii) provided, that if such
market price is not available for any such security, the Assuming Institution will submit a bid for
each such security within three days of notification/bid request by the Receiver (unless a
different time period is agreed to by the Assuming Institution and the Receiver) and the Receiver,
in its sole discretion will accept or reject each such bid; and (iii) further
provided in the absence of an acceptable bid from the Assuming Institution, each such
security shall not pass to the Assuming Institution and shall be deemed to be an excluded asset
hereunder.



     (c) Qualified Financial Contracts shall be purchased at market value determined in
accordance with the terms of Exhibit 3.2(c). Any costs associated with such valuation shall be
shared equally by the Receiver and the Assuming Institution.



     3.3 Manner of Conveyance; Limited Warranty; Nonrecourse; Etc. THE CONVEYANCE OF ALL ASSETS, INCLUDING REAL AND PERSONAL PROPERTY INTERESTS, PURCHASED BY THE
ASSUMING INSTITUTION UNDER THIS AGREEMENT SHALL BE MADE, AS NECESSARY, BY RECEIVER’S DEED OR
RECEIVER’S BILL OF



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






10









 





SALE, “AS IS”, “WHERE IS”, WITHOUT RECOURSE AND, EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED IN THIS AGREEMENT, WITHOUT ANY WARRANTIES WHATSOEVER WITH RESPECT TO SUCH
ASSETS, EXPRESS OR IMPLIED, WITH RESPECT TO TITLE, ENFORCEABILITY, COLLECTIBILITY, DOCUMENTATION OR
FREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY OTHER MATTERS.




     3.4 Puts of Assets to the Receiver.



     (a) Puts Within 30 Days After Bank Closing. During the thirty (30)-day period
following Bank Closing and only during such period (which thirty (30)-day period may be extended
in writing in the sole absolute discretion of the Receiver for any Loan), in accordance
with this Section 3.4, the Assuming Institution shall be entitled to require the Receiver to
purchase any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1
which is not fully secured by Assumed Deposits or deposits at other insured depository institutions
due to either insufficient Assumed Deposit or deposit collateral or deficient documentation
regarding such collateral; provided with regard to any Deposit Secured Loan secured by an Assumed
Deposit, no such purchase may be required until any Deposit setoff determination, whether voluntary
or involuntary, has been made; and,


at the end of the thirty (30)-day period following Bank Closing and at that time only, in
accordance with this Section 3.4, the Assuming Institution shall be entitled to require the
Receiver to purchase any remaining overdraft transferred to the Assuming Institution pursuant to
3.1 which both was made after the Bid Valuation Date and was not made pursuant to an overdraft
protection plan or similar extension of credit.



Notwithstanding the foregoing, the Assuming Institution shall not have the right to require the
Receiver to purchase any Loan if (i) the Obligor with respect to such Loan is an Acquired
Subsidiary, or (ii) the Assuming Institution has:





	 	(A)	 	made any advance in accordance with the terms of a Commitment
or otherwise with respect to such Loan;
	 
	 	(B)	 	taken any action that increased the amount of a Related
Liability with respect to such Loan over the amount of such liability
immediately prior to the time of such action;
	 
	 	(C)	 	created or permitted to be created any Lien on such Loan which
secures indebtedness for money borrowed or which constitutes a conditional
sales agreement, capital lease or other title retention agreement;
	 
	 	(D)	 	entered into, agreed to make, grant or permit, or made, granted
or permitted any modification or amendment to, any waiver or extension with
respect to, or any renewal, refinancing or refunding of, such Loan or related
Credit Documents or collateral, including, without limitation, any act or
omission which diminished such collateral; or
	 
	 	(E)	 	sold, assigned or transferred all or a portion of such Loan to
a third party (whether with or without recourse).





			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






11









 





The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall
indemnify the Receiver against any and all claims of any Person claiming by, through or under the
Assuming Institution with respect to any such Asset, as provided in Section 12.4.




     (b) Puts Prior to the Settlement Date. During the period from the Bank Closing Date
to and including the Business Day immediately preceding the Settlement Date, the Assuming Bank
shall be entitled to require the Receiver to purchase any Asset which the Assuming Bank can
establish is evidenced by forged or stolen instruments as of the Bank Closing Date;
provided, that, the Assuming Bank shall not have the right to require the
Receiver to purchase any such Asset with respect to which the Assuming Bank has taken any action
referred to in Section 3.4(a)(ii) with respect to such Asset. The Assuming Bank shall transfer all
such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all
claims of any Person claiming by, through or under the Assuming Bank with respect to any such
Asset, as provided in Section 12.4.



     (c) Notices to the Receiver. In the event that the Assuming Institution elects to
require the Receiver to purchase one or more Assets, the Assuming Institution shall deliver to the
Receiver a notice (a “Put Notice”) which shall include:




	 	(i)	 	a list of all Assets that the Assuming Institution requires the
Receiver to purchase;
	 
	 	(ii)	 	a list of all Related Liabilities with respect to the Assets
identified pursuant to (i) above; and
	 
	 	(iii)	 	a statement of the estimated Repurchase Price of each Asset
identified pursuant to (i) above as of the applicable Put Date.




Such notice shall be in the form prescribed by the Receiver or such other form to which the
Receiver shall consent. As provided in Section 9.6, the Assuming Institution shall deliver to the
Receiver such documents, Credit Files and such additional information relating to the subject
matter of the Put Notice as the Receiver may request and shall provide to the Receiver full access
to all other relevant books and records.




     (d) Purchase by Receiver. The Receiver shall purchase Assets that are specified in
the Put Notice and shall assume Related Liabilities with respect to such Assets, and the transfer
of such Assets and Related Liabilities shall be effective as of a date determined by the Receiver
which date shall not be later than thirty (30) days after receipt by the Receiver of the Put Notice
(the “Put Date”).



     (e) Purchase Price and Payment Date. Each Asset purchased by the Receiver pursuant to
this Section 3.4 shall be purchased at a price equal to the Repurchase Price of such Asset less the
Related Liability Amount applicable to such Asset, in each case determined as of the applicable Put
Date. If the difference between such Repurchase Price and such Related Liability Amount is
positive, then the
Receiver shall pay to the Assuming Institution the amount of such difference; if the
difference between such amounts is negative, then the Assuming Institution shall pay to the
Receiver the amount of such difference. The Assuming Institution or the Receiver, as the case may
be, shall pay the purchase price determined pursuant to this Section 3.4(d) not later than the
twentieth (20th) Business Day following the applicable Put Date, together with interest on such
amount at the Settlement Interest Rate for the period from and including such Put Date to and
including the day preceding the date upon which payment is made.



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






12









 






     (f) Servicing. The Assuming Institution shall administer and manage any Asset subject
to purchase by the Receiver in accordance with usual and prudent banking standards and business
practices until such time as such Asset is purchased by the Receiver.



     (g) Reversals. In the event that the Receiver purchases an Asset (and assumes the
Related Liability) that it is not required to purchase pursuant to this Section 3.4, the Assuming
Institution shall repurchase such Asset (and assume such Related Liability) from the Receiver at a
price computed so as to achieve the same economic result as would apply if the Receiver had never
purchased such Asset pursuant to this Section 3.4.



     3.5 Assets Not Purchased by Assuming Institution. The Assuming Institution does not purchase, acquire or assume, or (except as otherwise
expressly provided in this Agreement) obtain an option to purchase, acquire or assume under this
Agreement:



     (a) any financial institution bonds, banker’s blanket bonds, or public liability, fire,
extended coverage insurance policy, bank owned life insurance or any other insurance policy of the
Failed Bank, or premium refund, unearned premium derived from cancellation, or any proceeds payable
with respect to any of the foregoing;



     (b) any interest, right, action, claim, or judgment against (i) any officer, director,
employee, accountant, attorney, or any other Person employed or retained by the Failed Bank or any
Subsidiary of the Failed Bank on or prior to Bank Closing arising out of any act or omission of
such Person in such capacity, (ii) any underwriter of financial institution bonds, banker’s blanket
bonds or any other insurance policy of the Failed Bank, (iii) any shareholder or holding company of
the Failed Bank, or (iv) any other Person whose action or inaction may be related to any loss
(exclusive of any loss resulting from such Person’s failure to pay on a Loan made by the Failed
Bank) incurred by the Failed Bank; provided, that for the purposes hereof, the
acts, omissions or other events giving rise to any such claim shall have occurred on or before Bank
Closing, regardless of when any such claim is discovered and regardless of whether any such claim
is made with respect to a financial institution bond, banker’s blanket bond, or any other insurance
policy of the Failed Bank in force as of Bank Closing;



     (c) prepaid regulatory assessments of the Failed Bank, if any;



     (d) legal or equitable interests in tax receivables of the Failed Bank, if any, including any
claims arising as a result of the Failed Bank having entered into any agreement or otherwise being
joined with another Person with respect to the filing of tax returns or the payment of taxes;



     (e) amounts reflected on the Accounting Records of the Failed Bank as of Bank Closing as a
general or specific loss reserve or contingency account, if any;



     (f) leased or owned Bank Premises and leased or owned Furniture and Equipment and Fixtures and
Data Processing Equipment located on leased or owned Bank Premises, if any; provided,
that the Assuming Institution does obtain an option under Section 4.6, Section 4.7 or
Section 4.8, as the case may be, with respect thereto;



     (g) owned Bank Premises which the Receiver, in its discretion, determines may contain
environmentally hazardous substances;



     (h) any “goodwill,” as such term is defined in the instructions to the report of condition
prepared by banks examined by the Corporation in accordance with 12 C.F.R. Section 304.3, and other
intangibles;



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






13









 






     (i) any criminal restitution or forfeiture orders issued in favor of the Failed Bank;



     (j) reserved;



     (k) assets essential to the Receiver in accordance with Section 3.6;



     (l) the securities listed on the attached Schedule 3.5(1);



     (m) prepaid accounts associated with any contract or agreement that the Assuming Institution
either does not directly assume pursuant to the terms of this Agreement nor has an option to assume
under Section 4.8; and



     (n) the assets listed on Schedule 3.5(n).



     3.6 Retention or Repurchase of Assets Essential to Receiver.



     (a) The Receiver may refuse to sell to the Assuming Institution, or the Assuming Institution
agrees, at the request of the Receiver set forth in a written notice to the Assuming Institution,
to assign, transfer, convey, and deliver to the Receiver all of the Assuming Institution’s right,
title and interest in and to, any Asset or asset essential to the Receiver as determined by the
Receiver in its discretion (together with all Credit Documents evidencing or pertaining thereto),
which may include any Asset or asset that the Receiver determines to be:




	 	(i)	 	made to an officer, director, or other Person engaging in the
affairs of the Failed Bank, its Subsidiaries or Affiliates or any related
entities of any of the foregoing;
	 
	 	(ii)	 	the subject of any investigation relating to any claim with
respect to any item described in Section 3.5(a) or (b), or the subject of, or
potentially the subject of, any legal proceedings;
	 
	 	(iii)	 	made to a Person who is an Obligor on a loan owned by the
Receiver or the Corporation in its corporate capacity or its capacity as
receiver of any institution;
	 
	 	(iv)	 	secured by collateral which also secures any asset owned by the
Receiver; or
	 
	 	(v)	 	related to any asset of the Failed Bank not purchased by the
Assuming Institution under this Article III or any liability of the Failed Bank
not assumed by the Assuming Institution under Article II.





     (b) Each such Asset or asset purchased by the Receiver shall be purchased at a price equal to
the Repurchase Price thereof less the Related Liability Amount with respect to any Related
Liabilities related to such Asset or asset, in each case determined as of the date of the notice
provided by the Receiver pursuant to Section 3.6(a). The Receiver shall pay the Assuming
Institution not later than the twentieth (20th) Business Day following receipt of related Credit
Documents and Credit Files together with interest on such amount at the Settlement Interest Rate
for the period from and including the date of receipt of such documents to and including the day
preceding the day on which payment is made. The Assuming Institution agrees to administer and
manage each such Asset or asset in accordance with usual and prudent banking standards and business
practices until each such Asset or asset is purchased by the Receiver. All transfers with respect
to Asset or assets under this Section 3.6 shall be made as provided in Section 9.6. The Assuming
Institution shall transfer all such Asset or assets and Related Liabilities to the Receiver without
recourse, and shall indemnify the Receiver against any and all claims of any Person



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






14









 





claiming by, through or under the Assuming Institution with respect to any such Asset or asset, as provided in
Section 12.4.




ARTICLE IV

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS




     The Assuming Institution agrees with the Receiver and the Corporation as follows:



     4.1 Continuation of Banking Business. For the period commencing the first banking Business Day after Bank Closing and ending no
earlier than the first anniversary of Bank Closing, the Assuming Institution will provide full
service banking in the trade area of the Failed Bank. Thereafter, the Assuming Institution may
cease providing such banking services in the trade area of the Failed Bank, provided the Assuming
Institution has received all necessary regulatory approvals. At the option of the Assuming
Institution, such banking services may be provided at any or all of the Bank Premises, or at other
premises within such trade area. The trade area shall be determined by the Receiver. For the
avoidance of doubt, the foregoing shall not restrict the Assuming Institution from opening, closing
or selling branches upon receipt of the necessary regulatory approvals, if the Assuming Institution
or its successors continue to provide banking services in the trade area. Assuming Institution will
pay to the Receiver, upon the sale of a branch or branches within the year following the date of
this agreement, fifty percent (50%) of any franchise premium in excess of the franchise premium
paid by the Assuming Institution with respect to such branch or branches.



     4.2 Agreement with Respect to Credit Card Business. The Assuming Institution agrees to honor and perform, from and after Bank Closing, all
duties and obligations with respect to the Failed Bank’s credit card business (including issuer or
merchant acquirer) debit card business, stored value and gift card business, and/or processing
related to credit cards, if any, and assumes all outstanding extensions of credit or balances with
respect to these lines of business.



     4.3 Agreement with Respect to Safe Deposit Business. The Assuming Institution assumes and agrees to discharge, from and after Bank Closing, in
the usual course of conducting a banking business, the duties and obligations of the Failed Bank
with respect to all Safe Deposit Boxes, if any, of the Failed Bank and to maintain all of the
necessary facilities for the
use of such boxes by the renters thereof during the period for which such boxes have been
rented and the rent therefore paid to the Failed Bank, subject to the provisions of the rental
agreements between, the Failed Bank and the respective renters of such boxes; provided,
that the Assuming Institution may relocate the Safe Deposit Boxes of the Failed Bank to any
office of the Assuming Institution located in the trade area of the Failed Bank. The Safe Deposit
Boxes shall be located and maintained in the trade area of the Failed Bank for a minimum of one
year from Bank Closing. The trade area shall be determined by the Receiver. Fees related to the
safe deposit business earned prior to the Bank Closing Date shall be for the benefit of the
Receiver and fees earned after the Bank Closing Date shall be for the benefit of the Assuming
Institution.



     4.4 Agreement with Respect to Safekeeping Business. The Receiver transfers, conveys and delivers to the Assuming Institution and the Assuming
Institution accepts all securities and other items, if any, held by the Failed Bank in safekeeping
for its customers as of Bank Closing. The Assuming Institution assumes and agrees to honor and
discharge, from and after Bank Closing, the duties and obligations of the Failed Bank with respect
to such securities and items held in safekeeping. The Assuming Institution shall be entitled to all
rights and benefits heretofore accrued or hereafter accruing with respect thereto. The Assuming
Institution shall provide to the Receiver written verification of all assets held by the Failed
Bank for safekeeping within sixty (60) days after Bank Closing. The assets held for safekeeping by
the Failed Bank shall be held and maintained by the Assuming Institution in the trade



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






15









 





area of the
Failed Bank for a minimum of one year from Bank Closing. At the option of the Assuming Institution,
the safekeeping business may be provided at any or all of the Bank Premises, or at other premises
within such trade area. The trade area shall be determined by the Receiver. Fees related to the
safekeeping business earned prior to the Bank Closing Date shall be for the benefit of the Receiver
and fees earned after the Bank Closing Date shall be for the benefit of the Assuming Institution.




     4.5 Agreement with Respect to Trust Business.



     (a) The Assuming Institution shall, without further transfer, substitution, act or deed, to
the full extent permitted by law, succeed to the rights, obligations, properties, assets,
investments, deposits, agreements, and trusts of the Failed Bank under trusts, executorships,
administrations, guardianships, and agencies, and other fiduciary or representative capacities, all
to the same extent as though the Assuming Institution had assumed the same from the Failed Bank
prior to Bank Closing; provided, that any liability based on the misfeasance,
malfeasance or nonfeasance of the Failed Bank, its directors, officers, employees or agents with
respect to the trust business is not assumed hereunder.



     (b) The Assuming Institution shall, to the full extent permitted by law, succeed to, and be
entitled to take and execute, the appointment to all executorships, trusteeships, guardianships and
other fiduciary or representative capacities to which the Failed Bank is or may be named in wills,
whenever probated, or to which the Failed Bank is or may be named or appointed by any other
instrument.



     (c) In the event additional proceedings of any kind are necessary to accomplish the transfer
of such trust business, the Assuming Institution agrees that, at its own expense, it will take
whatever action is necessary to accomplish such transfer. The Receiver agrees to use reasonable
efforts to assist the Assuming Institution in accomplishing such transfer.



     (d) The Assuming Institution shall provide to the Receiver written verification of the assets
held in connection with the Failed Bank’s trust business within sixty (60) days after Bank Closing.



     4.6 Agreement with Respect to Bank Premises.



     (a) Option to Purchase. Subject to Section 3.5, the Receiver hereby grants to the
Assuming Institution an exclusive option for the period of ninety (90) days commencing the day
after Bank Closing to purchase any or all owned Bank Premises, including all Furniture, Fixtures
and Equipment located on the Bank Premises. The Assuming Institution shall give written notice to
the Receiver within the option period of its election to purchase or not to purchase any of the
owned Bank Premises. Any purchase of such premises shall be effective as of the date of Bank
Closing and such purchase shall be consummated as soon as practicable thereafter, and in no event
later than the Settlement Date. If the Assuming Institution gives notice of its election not to
purchase one or more of the owned Bank Premises within seven (7) days of Bank Closing, then, not
withstanding any other provision of this Agreement to the contrary, the Assuming Institution shall
not be liable for any of the costs or fees associated with appraisals for such Bank Premises and
associated Fixtures, Furniture and Equipment.



     (b) Option to Lease. The Receiver hereby grants to the Assuming Institution an
exclusive option for the period of ninety (90) days commencing the day after Bank Closing to cause
the Receiver to assign to the Assuming Institution any or all leases for leased Bank Premises, if
any, which have been continuously occupied by the Assuming Institution from Bank Closing to the
date it elects to accept an assignment of the leases with respect thereto to the extent such leases
can be assigned; provided, that the exercise of this option with respect to any
lease must be as to all premises or other property subject to the lease. If an assignment cannot be
made of any such leases, the Receiver may, in its discretion, enter into subleases with the
Assuming Institution containing the same terms and conditions provided under such



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






16









 





existing leases
for such leased Bank Premises or other property. The Assuming Institution shall give notice to the
Receiver within the option period of its election to accept or not to accept an assignment of any
or all leases (or enter into subleases or new leases in lieu thereof). The Assuming Institution
agrees to assume all leases assigned (or enter into subleases or new leases in lieu thereof)
pursuant to this Section 4.6. If the Assuming Institution gives notice of its election not to
accept an assignment of a lease for one or more of the leased Bank Premises within seven (7) days
of Bank Closing, then, not withstanding any other provision of this Agreement to the contrary, the
Assuming Institution shall not be liable for any of the costs or fees associated with appraisals
for the Fixtures, Furniture and Equipment located on such leased Bank Premises.




     (c) Facilitation. The Receiver agrees to facilitate the assumption, assignment or
sublease of leases or the negotiation of new leases by the Assuming Institution; provided,
that neither the Receiver nor the Corporation shall be obligated to engage in litigation,
make payments to the Assuming Institution or to any third party in connection with facilitating any
such assumption, assignment, sublease or negotiation or commit to any other obligations to third
parties.



     (d) Occupancy. The Assuming Institution shall give the Receiver fifteen (15) days’
prior written notice of its intention to vacate prior to vacating any leased Bank Premises with
respect to which the Assuming Institution has not exercised the option provided in Section 4.6(b).
Any such notice shall be deemed to terminate the Assuming Institution’s option with respect to such
leased Bank Premises.



     (e) Occupancy Costs.



          (i) The Assuming Institution agrees to pay. to the Receiver, or to appropriate third parties
at the direction of the Receiver, during and for the period of any occupancy by it of (x) owned
Bank Premises the market rental value, as determined by the appraiser selected in accordance with
the definition of Fair Market Value, and all operating costs, and (y) leased Bank Premises, all
operating costs
with respect thereto and to comply with all relevant terms of applicable leases entered into
by the Failed Bank, including without limitation the timely payment of all rent. Operating costs
include, without limitation all taxes, fees, charges, utilities, insurance and assessments, to the
extent not included in the rental value or rent. If the Assuming Institution elects to purchase any
owned Bank Premises in accordance with Section 4.6(a), the amount of any rent paid (and taxes paid
to the Receiver which have not been paid to the taxing authority and for which the Assuming
Institution assumes liability) by the Assuming Institution with respect thereto shall be applied as
an offset against the purchase price thereof.




          (ii) The Assuming Institution agrees during the period of occupancy by it of owned or leased
Bank Premises, to pay to the Receiver rent for the use of all owned or leased Furniture and
Equipment and all owned or leased Fixtures located on such Bank Premises for the period of such
occupancy. Rent for such property owned by the Failed Bank shall be the market rental value
thereof, as determined by the Receiver within sixty (60) days after Bank Closing. Rent for such
leased property shall be an amount equal to any and all rent and other amounts which the Receiver
incurs or accrues as an obligation or is obligated to pay for such period of occupancy pursuant to
all leases and contracts with respect to such property. If the Assuming Institution purchases any
owned Furniture and Equipment or owned Fixtures in accordance with Section 4.6(f) or 4.6(h), the
amount of any rents paid by the Assuming Institution with respect thereto shall be applied as an
offset against the purchase price thereof.




     (f) Certain Requirements as to Furniture, Equipment and Fixtures. If the Assuming
Institution purchases owned Bank Premises or accepts an assignment of the lease (or enters into a
sublease or a new lease in lieu thereof) for leased Bank Premises as provided in Section 4.6(a) or
4.6(b), or if the Assuming Institution does not exercise such option but within twelve (12) months
following



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






17









 





Bank Closing obtains the right to occupy such premises (whether by assignment, lease,
sublease, purchase or otherwise), other than in accordance with Section 4.6(a) or (b), the Assuming
Institution shall (i) effective as of the date of Bank Closing, purchase from the Receiver all
Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located
thereon as of Bank Closing, (ii) accept an assignment or a sublease of the leases or negotiate new
leases for all Furniture and Equipment and Fixtures leased by the Failed Bank and located thereon,
and (iii) if applicable, accept an assignment or a sublease of any ground lease or negotiate a new
ground lease with respect to any land on which such Bank Premises are located; provided,
that the Receiver shall not have disposed of such Furniture and Equipment and Fixtures or
repudiated the leases specified in clause (ii) or (iii).




     (g) Vacating Premises.



          (i) If the Assuming Institution elects not to purchase any owned Bank Premises, the notice of
such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming
Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety
(90) days after the date of the Assuming Institution’s notice not to exercise such option. The
Assuming Institution promptly shall be responsible for relinquishing and releasing to the Receiver
such premises and the Furniture and Equipment and Fixtures located thereon which existed at the
time of Bank Closing, in the same condition as at Bank Closing and at the premises where it was
inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is
missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in
accordance with this Agreement. By occupying any such premises after the expiration of such ninety
(90)-day period, the Assuming Institution shall, at the Receiver’s option, (x) be deemed to have
agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with
respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease
with respect to the land on which such premises are located, and (y) be required to purchase all
Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of
Bank Closing.




          (ii) If the Assuming Institution elects not to accept an assignment of the lease
or sublease any leased Bank Premises, the notice of such election in accordance with Section
4.6(b) shall specify the date upon which the Assuming Institution’s occupancy of such leased Bank
Premises shall terminate, which date shall not be later than ninety (90) days after the date of the
Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the
Assuming Institution shall be liable for relinquishing and releasing to the Receiver such premises
and the Fixtures and the Furniture and Equipment located thereon which existed at the time of Bank
Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at
Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be
charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with
this Agreement. By failing to provide notice of its intention to vacate such premises prior to the
expiration of the option period specified in Section 4.6(b), or by occupying such premises after
the one hundred eighty (180)-day period specified above in this paragraph (ii), the Assuming
Institution shall, at the Receiver’s option, (x) be deemed to have assumed all leases, obligations
and liabilities with respect to such premises (including any ground lease with respect to the land
on which premises are located), and leased Furniture and Equipment and leased Fixtures located
thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such
lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the
Failed Bank at Fair Market Value and located on such premises as of Bank Closing.




     (h) Furniture and Equipment and Certain Other Equipment. The Receiver hereby grants
to the Assuming Institution an option to purchase all Furniture and Equipment and/or all
telecommunications and check processing equipment owned by the Failed Bank at Fair Market Value and



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






18









 





located at any leased Bank Premises that the Assuming Institution elects to vacate or which it
could have, but did not occupy, pursuant to this Section 4.6; provided, that, the
Assuming Institution shall give the Receiver notice of its election to purchase such property at
the time it gives notice of its intention to vacate such Bank Premises or within ten (10) days
after Bank Closing for Bank Premises it could have, but did not, occupy.




     (i) Option to Put Bank Premises and Related Fixtures, Furniture and Equipment.



          (i) For a period of ninety (90) days following Bank Closing, the Assuming Institution shall be
entitled to require the Receiver to purchase any Bank Premises that is owned, directly or
indirectly, by an Acquired Subsidiary and the purchase price paid by the Receiver shall be the Fair
Market Value of the Bank Premises.




          (ii) If the Assuming Institution elects to require the Receiver to purchase any Bank Premises
that is owned, directly or indirectly, by an Acquired Subsidiary, the Assuming Institution shall
also have the option, exercisable within the same ninety (90) day time period, to require the
Receiver to purchase any Fixtures, Furniture and Equipment that is owned, directly or indirectly,
by an Acquired Subsidiary and which is located on such Bank Premises. The purchase price paid by
the Receiver shall be the Fair Market Value of the Fixtures, Furniture and Equipment.




          (iii) In the event the Assuming Institution elects to exercise its option under this
subparagraph, the Assuming Institution shall pay to the Receiver occupancy costs in accordance with
Section 4.6(e) and shall vacate the Bank Premises in accordance with Section 4.6(g)(i).




          (iv) Regardless of whether the Assuming Institution exercises any of its option under this
subparagraph, the purchase price for the Acquired Subsidiary shall be adjusted by the difference
between the Fair Market Value of the Bank Premises and Fixtures, Furniture and Equipment and their
respective Book Value as reflected of the books and records of the Acquired Subsidiary. Such
adjustment shall be made in accordance with Article VIII of this Agreement.




     4.7 Agreement with Respect to Data Processing Equipment and Leases.



     (a) The Receiver hereby grants to the Assuming Institution an exclusive option for the period
of ninety (90) days commencing the day after Bank Closing to: (i) accept an assignment from the
Receiver of all leased Data Processing Equipment and (ii) purchase at Fair Market Value from the
Receiver all owned Data Processing Equipment. The Assuming Institution’s election under this option
applies to both owned and leased Data Processing Equipment.



     (b) The Assuming Institution shall (i) give written notice to the Receiver within the option
period specified in Section 4.7(a) of its intent to accept or decline an assignment or sublease of
all leased Data Processing Equipment and promptly accept an assignment or sublease of such Data
Processing Equipment, (ii) give written notice to the appropriate lessor(s) that it has accepted an
assignment or sublease of any such Data Processing Equipment that is subject to a lease, and (iii)
give written notice to the Receiver within the option period specified in Section 4.7(a) of its
intent to purchase all owned Data Processing Equipment and promptly pay the Receiver for the
purchase of such Data Processing Equipment.



     (c) The Receiver agrees to facilitate the assignment or sublease of Data Processing Leases or
the negotiation of new leases or license agreements by the Assuming Institution; provided,
that neither the Receiver nor the Corporation shall be obligated to engage in litigation or
make payments to the Assuming



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






19









 





Institution or to any third party in connection with facilitating any
such assumption, assignment, sublease or negotiation.




     (d) The Assuming Institution agrees, during its period of use of any Data Processing
Equipment, to pay to the Receiver or to appropriate third parties at the direction of the
Receiver all operating costs with respect thereto and to comply with all relevant terms of any
existing data processing leases entered into by the Failed Bank, including without limitation the
timely payment of all rent, taxes, fees, charges, utilities, insurance and assessments.



     (e) The Assuming Institution shall, not later than fifty (50) days after giving the
notice provided in Section 4.7(b), (i) relinquish and release to the Receiver all Data
Processing Equipment, in the same condition as at Bank Closing, normal wear and tear excepted, or
(ii) accept an assignment or a sublease of any existing data processing lease or negotiate a new
lease or license agreement under this Section 4.7 with respect to leased Data Processing Equipment,
and (iii) accept ownership of all Data Processing Equipment purchased from the Receiver.



     4.8 Agreement with Respect to Certain Existing Agreements.



     (a) Subject to the provisions of Section 4.8(b), with respect to agreements existing as of
Bank Closing which provide for the rendering of services by or to the Failed Bank, within thirty
(30) days after Bank Closing, the Assuming Institution shall give the Receiver written notice
specifying whether it elects to assume or not to assume each such agreement. Except as may be
otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of
each such agreement for a period commencing on the day after Bank Closing and ending on: (i) in the
case of an agreement that provides
for the rendering of services by the Failed Bank, the date which is ninety (90) days after
Bank Closing, and (ii) in the case of an agreement that provides for the rendering of services to
the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice
to the Receiver of its election not to assume such agreement; provided, that the
Receiver can reasonably make such service agreements available to the Assuming Institution. The
Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no
notification is timely given. The Receiver agrees to assign, transfer, convey, and deliver to the
Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements
the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to
accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises
under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section
4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution
agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the
Receiver or to appropriate third parties at the direction of the Receiver all operating costs with
respect thereto and to comply with all relevant terms of such agreement.



     (b) The provisions of Section 4.8(a) regarding the Assuming Institution’s election to assume
or not assume certain agreements shall not apply to (i) agreements pursuant to which the Failed
Bank provides mortgage servicing for others or mortgage servicing is provided to the Failed Bank by
others, (ii) agreements that are subject to Sections 4.1 through 4.7 and any insurance policy or
bond referred to in Section 3.5(a) or other agreement specified in Section 3.5, and (iii)
consulting, management or employment agreements, if any, between the Failed Bank and its employees
or other Persons. Except as otherwise expressly set forth elsewhere in this Agreement, the Assuming
Institution does not assume any liabilities or acquire any rights under any of the agreements
described in this Section 4.8(b).



     4.9 Informational Tax Reporting. The Assuming Institution agrees to perform all obligations of the Failed Bank with respect
to Federal and State income tax informational reporting



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






20









 





related to (i) the Assets and the
Liabilities Assumed, (ii) deposit accounts that were closed and loans that were paid off or
collateral obtained with respect thereto prior to Bank Closing, (iii) miscellaneous payments made
to vendors of the Failed Bank, and (iv) any other asset or liability of the Failed Bank, including,
without limitation, loans not purchased and Deposits not assumed by the Assuming Institution, as
may be required by the Receiver.




     4.10 Insurance. The Assuming Institution agrees to obtain insurance coverage effective from and after Bank
Closing, including public liability, fire and extended coverage insurance acceptable to the
Receiver with respect to owned or leased Bank Premises that it occupies, and all owned or leased
Furniture and Equipment and Fixtures and leased data processing equipment (including hardware and
software) located thereon, in the event such insurance coverage is not already in force and effect
with respect to the Assuming Institution as the insured as of Bank Closing. All such insurance
shall, where appropriate (as determined by the Receiver), name the Receiver as an additional
insured.



     4.11 Office Space for Receiver and Corporation. For the period commencing on the day following Bank Closing and ending on the one hundred
eightieth (180th) day thereafter, the Assuming Institution agrees to provide to the Receiver and
the Corporation, without charge, adequate and suitable office space (including parking facilities
and vault space), furniture, equipment (including photocopying and telecopying machines), email
accounts, network access and technology resources (such as shared drive) and utilities (including
local telephone service and fax machines) at the Bank Premises occupied by the Assuming Institution
for their use in the
discharge of their respective functions with respect to the Failed Bank. In the event the
Receiver and the Corporation determine that the space provided is inadequate or unsuitable, the
Receiver and the Corporation may relocate to other quarters having adequate and suitable space and
the costs of relocation and any rental and utility costs for the balance of the period of occupancy
by the Receiver and the Corporation shall be borne by the Assuming Institution. Additionally, the
Assuming Institution agrees to pay such bills and invoices on behalf of the Receiver and
Corporation as the Receiver or Corporation may direct for the period beginning on the date of Bank
Closing and ending on Settlement Date. Assuming Institution shall submit it requests for
reimbursement of such expenditures pursuant to Article VIII of this Agreement.



     4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former
Employees of the Failed Bank.



     (a) The Assuming Institution agrees to assist the Receiver, as provided in this Section 4.12,
in offering individuals who were employees or former employees of the Failed Bank, or any of its
Subsidiaries, and who, immediately prior to Bank Closing, were receiving, or were eligible to
receive, health insurance coverage or health insurance continuation coverage from the Failed Bank
(“Eligible Individuals”), the opportunity to obtain health insurance coverage in the Corporation’s
FIA Continuation Coverage Plan which provides for health insurance continuation coverage to such
Eligible Individuals who are qualified beneficiaries of the Failed Bank as defined in Section 607
of the Employee Retirement Income Security Act of 1974, as amended (respectively, “qualified
beneficiaries” and “ERISA”). The Assuming Institution shall consult with the Receiver and not later
than five (5) Business Days after Bank Closing shall provide written notice to the Receiver of the
number (if available), identity (if available) and addresses (if available) of the Eligible
Individuals who are qualified beneficiaries of the Failed Bank and for whom a “qualifying event”
(as defined in Section 603 of ERISA) has occurred and with respect to whom the Failed Bank’s
obligations under Part 6 of Subtitle B of Title I of ERISA have not been satisfied in full, and
such other information as the Receiver may reasonably require. The Receiver shall cooperate with
the Assuming Institution in order to permit it to prepare such notice and shall provide to the
Assuming Institution such data in its possession as may be reasonably required for purposes of
preparing such notice.



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






21









 






     (b) The Assuming Institution shall take such further action to assist the Receiver in offering
the Eligible Individuals who are qualified beneficiaries of the Failed Bank the opportunity to
obtain health insurance coverage in the Corporation’s FIA Continuation Coverage Plan as the
Receiver may direct. All expenses incurred and paid by the Assuming Institution (i) in connection
with the obligations of the Assuming Institution under this Section 4.12, and (ii) in providing
health insurance continuation coverage to any Eligible Individuals who are hired by the Assuming
Institution and such employees’ qualified beneficiaries shall be borne by the Assuming Institution.



     (c) No later than five (5) Business Days after Bank Closing, the Assuming Institution shall
provide the Receiver with a list of all Failed Bank employees the Assuming Institution will not
hire. Unless otherwise agreed, the Assuming Institution pays all salaries and payroll costs for all
Failed Bank Employees until the list is provided to the Receiver. The Assuming Institution shall be
responsible for all costs and expenses (i.e. salary, benefits, etc.) associated with all other
employees not on that list from and after the date of delivery of the list to the Receiver. The
Assuming Institution shall offer to the Failed Bank employees it retains employment benefits
comparable to those the Assuming Institution offers its current employees.



     (d) This Section 4.12 is for the sole and exclusive benefit of the parties to this Agreement,
and for the benefit of no other Person (including any former employee of the Failed Bank or any
Subsidiary thereof or qualified beneficiary of such former employee). Nothing in this Section 4.12
is intended by the parties, or shall be construed, to give any Person (including any former
employee of the Failed Bank or any Subsidiary thereof or qualified beneficiary of such former
employee) other than the Corporation, the Receiver and the Assuming Institution any legal or
equitable right, remedy or claim under or with respect to the provisions of this Section.



     4.13 Agreement with Respect to Interim Asset Servicing. At any time after Bank Closing, the Receiver may establish on its books an asset pool(s)
and may transfer to such asset pool(s) (by means of accounting entries on the books of the
Receiver) all or any assets and liabilities of the Failed Bank which are not acquired by the
Assuming Institution, including, without limitation, wholly unfunded Commitments and assets and
liabilities which may be acquired, funded or originated by the Receiver subsequent to Bank Closing.
The Receiver may remove assets (and liabilities) from or add assets (and liabilities) to such
pool(s) at any time in its discretion. At the option of the Receiver, the Assuming Institution
agrees to service, administer, and collect such pool assets in accordance with and for the term set
forth in Exhibit 4.13 “Interim Asset Servicing Arrangement”.



     4.14 Reserved.



     4.15 Agreement with Respect to Loss Sharing. The Assuming Institution shall be entitled to require reimbursement from the Receiver for
loss sharing on certain loans in accordance with the Single Family Shared-Loss Agreement attached
hereto as Exhibit 4.15A and the Commercial Shared-Loss Agreement attached hereto as Exhibit 4.15B,
collectively, the “Shared-Loss Agreements.” The Loans that shall be subject to the Shared-Loss
Agreements are identified on the Schedules 4.15A and 4.15B, and Schedule 4.15C, Shared-Loss
Securities, attached hereto.



ARTICLE V

DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK




     5.1 Payment of Checks, Drafts and Orders. Subject to Section 9.5, the Assuming Institution agrees to pay all properly drawn checks,
drafts and withdrawal orders of depositors of the Failed Bank presented for payment, whether drawn
on the check or draft forms provided by the Failed Bank or by the Assuming Institution, to the
extent that the Deposit balances to the credit of the respective



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






22









 





makers or drawers assumed by the
Assuming Institution under this Agreement are sufficient to permit the payment thereof, and in all
other respects to discharge, in the usual course of conducting a banking business, the duties and
obligations of the Failed Bank with respect to the Deposit balances due and owing to the depositors
of the Failed Bank assumed by the Assuming Institution under this Agreement.




     5.2 Certain Agreements Related to Deposits. Subject to Section 2.2, the Assuming Institution agrees to honor the terms and conditions
of any written escrow or mortgage servicing agreement or other similar agreement relating to a
Deposit liability assumed by the Assuming Institution pursuant to this Agreement.



     5.3 Notice to Depositors.



     (a) Within seven (7) days after Bank Closing, the Assuming Institution shall give notice by
mail to each depositor of the Failed Bank of (i) the assumption of the Deposit liabilities of the
Failed Bank, and (ii) the procedures to claim Deposits (the Receiver shall provide item (ii) to
Assuming Institution). The Assuming Institution shall also publish notice of its assumption of the
Deposit liabilities of the Failed Bank in a newspaper of general circulation in the county or
counties in which the Failed Bank was located.



     (b) Within seven (7) days after Bank Closing, the Assuming Institution shall give notices by
mail to each depositor of the Failed Bank, as required under Section 2.2.



     (c) If the Assuming Institution proposes to charge fees different from those fees formerly
charged by the Failed Bank, the Assuming Institution shall include its fee schedule in its mailed
notice.



     (d) The Assuming Institution shall obtain approval of all notices and publications required by
this Section 5.3 from counsel for the Receiver prior to mailing or publication.



ARTICLE VI

RECORDS




     6.1 Transfer of Records. In accordance with Sections 2.1 and 3.1, the Receiver assigns, transfers, conveys and
delivers to the Assuming Institution, whether located on Bank Premises occupied or not occupied by
the Assuming Institution or at any other location, any and all Records of the Failed Bank, other
than the following:



     (a) Records pertaining to former employees of the Failed Bank who were no longer employed by
the Failed Bank as of Bank Closing;



     (b) Records pertaining to (i) any asset or liability of the Failed Bank retained by the
Receiver, or (ii) any asset of the Failed Bank acquired by the Receiver pursuant to this Agreement;
and



     (c) Any other Records as determined by the Receiver.



     6.2 Delivery of Assigned Records. Thee Receiver shall deliver to the Assuming Institution all Records described in Section
6.1 as soon as practicable on or after the date of this Agreement.



     6.3 Preservation of Records. The Assuming Institution agrees that it will preserve and maintain for the joint benefit of
the Receiver, the Corporation and the Assuming Institution, all Records of which it has custody for
such period as either the Receiver or the Corporation in its discretion may require, until directed
otherwise, in writing, by the Receiver or Corporation. The Assuming Institution



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






23









 





shall have
the primary responsibility to respond to subpoenas, discovery requests, and other similar official
inquiries and customer requests for lien releases with respect to the Records of which it has
custody. With respect to its obligations under this Section regarding Electronically Stored
Information, the Assuming Institution will complete the Data
Retention Catalog attached hereto as Schedule 6.3 and submit it to the Receiver for the
Receiver’s approval of the Assuming Institution’s data retention plan.




     6.4 Access to Records; Copies. The Assuming Institution agrees to permit the Receiver and the Corporation access to all
Records of which the Assuming Institution has custody, and to use, inspect, make extracts from or
request copies of any such Records in the manner and to the extent requested, and to duplicate, in
the discretion of the Receiver or the Corporation, any Record pertaining to Deposit account
relationships; provided, that in the event that the Failed Bank maintained one or
more duplicate copies of such Records, the Assuming Institution hereby assigns, transfers, and
conveys to the Corporation one such duplicate copy of each such Record without cost to the
Corporation, and agrees to deliver to the Corporation all Records assigned and transferred to the
Corporation under this Article VI as soon as practicable on or after the date of this Agreement.
The party requesting a copy of any Record shall bear the cost (based on standard accepted industry
charges to the extent applicable, as determined by the Receiver) for providing such duplicate
Records. A copy of each Record requested shall be provided as soon as practicable by the party
having custody thereof.



ARTICLE VII

BID; INITIAL PAYMENT




     The
Assuming Institution has submitted to the Receiver a Deposit premium bid of 0 % and an
Asset premium (discount) bid of (7.27) % (the “Bid Amount”). The Deposit premium bid will be
applied to the total of all Assumed Deposits except for brokered, CDARS, and any market place or
similar subscription services Deposits. The Asset premium (discount) bid will be applied to the
purchase price of all Assets acquired. On the Payment Date, the Assuming Bank will pay to the
Corporation, or the Corporation will pay to the Assuming Bank, as the case may be, the Initial
Payment, together with interest on such amount (if the Payment Date is not the day following the
day of the Bank Closing Date) from and including the day following the Bank Closing Date to and
including the day preceding the Payment Date at the Settlement Interest Rate.



ARTICLE VIII

ADJUSTMENTS




     8.1 Pro Forma Statement. The Receiver, as soon as practicable after Bank Closing, in accordance with the best
information then available, shall provide to the Assuming Institution a pro forma statement
reflecting any adjustments of such liabilities and assets as may be necessary. Such pro forma
statement shall take into account, to the extent possible, (i) liabilities and assets of a nature
similar to those contemplated by Section 2.1 or Section 3.1, respectively, which at Bank Closing
were carried in the Failed Bank’s suspense accounts, (ii) accruals as of Bank Closing for all
income related to the assets and business of the Failed Bank acquired by the Assuming Institution
hereunder, whether or not such accruals were reflected on the Accounting Records of the Failed Bank
in the normal course of its operations, and (iii) adjustments to determine the Book Value of any
investment in an Acquired Subsidiary and related accounts on the “bank only” (unconsolidated)
balance sheet of the Failed Bank based on the equity method of accounting, whether or not the
Failed Bank used the equity method of accounting for investments in subsidiaries, except that the
resulting amount cannot be less than the Acquired Subsidiary’s recorded equity as of Bank Closing
as reflected on the Accounting Records of the Acquired Subsidiary. Any Loan purchased by the
Assuming Institution pursuant to Section 3.1 which the Failed Bank charged off during the period
beginning the day after the Bid Valuation Date to the date of Bank



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






24









 





Closing shall be deemed not to
be charged off for the purposes of the pro forma statement, and the purchase price shall be
determined pursuant to Section 3.2.




     8.2 Correction of Errors and Omissions; Other Liabilities.



     (a) In the event any bookkeeping omissions or errors are discovered in preparing any pro forma
statement or in completing the transfers and assumptions contemplated hereby, the parties hereto
agree to correct such errors and omissions, it being understood that, as far as practicable, all
adjustments will be made consistent with the judgments, methods, policies or accounting principles
utilized by the Failed Bank in preparing and maintaining Accounting Records, except that
adjustments made pursuant to this Section 8.2(a) are not intended to bring the Accounting Records
of the Failed Bank into accordance with generally accepted accounting principles.



     (b) If the Receiver discovers at any time subsequent to the date of this Agreement that any
claim exists against the Failed Bank which is of such a nature that it would have been included in
the liabilities assumed under Article II had the existence of such claim or the facts giving rise
thereto been known as of Bank Closing, the Receiver may, in its discretion, at any time, require
that such claim be assumed by the Assuming Institution in a manner consistent with the intent of
this Agreement. The Receiver will make appropriate adjustments to the pro forma statement provided
by the Receiver to the Assuming Institution pursuant to Section 8.1 as may be necessary.



     8.3 Payments. The Receiver agrees to cause to be paid to the Assuming Institution, or the Assuming
Institution agrees to pay to the Receiver, as the case may be, on the Settlement Date, a payment in
an amount which reflects net adjustments (including any costs, expenses and fees associated with
determinations of value as provided in this Agreement) made pursuant to Section 8.1 or Section 8.2,
plus interest as provided in Section 8.4. The Receiver and the Assuming Institution agree to effect
on the Settlement Date any further transfer of assets to or assumption of liabilities or claims by
the Assuming Institution as may be necessary in accordance with Section 8.1 or Section 8.2.



     8.4 Interest. Any amounts paid under Section 8.3 or Section 8.5, shall bear interest for the period from
and including the day following Bank Closing to and including the day preceding the payment at the
Settlement Interest Rate.



     8.5 Subsequent Adjustments. In the event that the Assuming Institution or the Receiver discovers any errors or
omissions as contemplated by Section 8.2 or any error with respect to the payment made under
Section 8.3 after the Settlement Date, the Assuming Institution and the Receiver agree to promptly
correct any such errors or omissions, make any payments and effect any transfers or assumptions as
may be necessary to reflect any such correction plus interest as provided in Section 8.4.



ARTICLE IX

CONTINUING COOPERATION




     9.1 General Matters. The parties hereto agree that they will, in good faith and with their best efforts,
cooperate with each other to carry out the transactions contemplated by this Agreement and to
effect the purposes hereof.



     9.2 Additional Title Documents. The Receiver, the Corporation and the Assuming Institution each agree, at any time, and
from time to time, upon the request of any party hereto, to execute and deliver such additional
instruments and documents of conveyance as shall be reasonably necessary to vest in the appropriate
party its full legal or equitable title in and to the property transferred pursuant to this
Agreement or to be transferred in accordance herewith. The Assuming Institution shall prepare such



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






25









 





instruments and documents of conveyance (in form and substance satisfactory to the Receiver) as
shall be necessary to vest title to the Assets in the Assuming Institution. The Assuming
Institution shall be responsible for recording such instruments and documents of conveyance at its
own expense.




     9.3 Claims and Suits.



     (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or
suit against the Assuming Institution with respect to which the Receiver has indemnified the
Assuming Institution in the same manner and to the same extent as provided in Article XII, and (ii)
defend or settle any claim or suit against the Assuming Institution with respect to any Liability
Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this
Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the
Receiver of any rights under this Section 9.3(a) shall not release the Assuming Institution with
respect to any of its obligations under this Agreement.



     (b) In the event any action at law or in equity shall be instituted by any Person against the
Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained
or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the
Corporation, to join with the Corporation in a petition to remove the action to the United States
District Court for the proper district. The Receiver agrees to institute, with or without joinder
of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset
or any matter connected therewith whenever notice requiring such action shall be given by the
Corporation to the Receiver.



     9.4 Payment of Deposits. In the event any depositor does not accept the obligation of the Assuming Institution to
pay any Deposit liability of the Failed Bank assumed by the Assuming Institution pursuant to this
Agreement and asserts a claim against the Receiver for all or any portion of any such Deposit
liability, the Assuming Institution agrees on demand to provide to the Receiver funds sufficient to
pay such claim in an amount not in excess of the Deposit liability reflected on the books of the
Assuming Institution at the time such claim is made. Upon payment by the Assuming Institution to
the Receiver of such amount, the Assuming Institution shall be discharged from any further
obligation under this Agreement to pay to any such depositor the amount of such Deposit liability
paid to the Receiver.



     9.5 Withheld Payments. At any time, the Receiver or the Corporation may, in its discretion, determine that all or
any portion of any deposit balance assumed by the Assuming Institution pursuant to this Agreement
does not constitute a “Deposit” (or otherwise, in its discretion, determine that it is the best
interest of the Receiver
or Corporation to withhold all or any portion of any deposit), and may direct the Assuming
Institution to withhold payment of all or any portion of any such deposit balance. Upon such
direction, the Assuming Institution agrees to hold such deposit and not to make any payment of such
deposit balance to or on behalf of the depositor, or to itself, whether by way of transfer,
set-off, or otherwise. The Assuming Institution agrees to maintain the “withheld payment” status of
any such deposit balance until directed in writing by the Receiver or the Corporation as to its
disposition. At the direction of the Receiver or the Corporation, the Assuming Institution shall
return all or any portion of such deposit balance to the Receiver or the Corporation, as
appropriate, and thereupon the Assuming Institution shall be discharged from any further liability
to such depositor with respect to such returned deposit balance. If such deposit balance has been
paid to the depositor prior to a demand for return by the Corporation or the Receiver, and payment
of such deposit balance had not been previously withheld pursuant to this Section, the Assuming
Institution shall not be obligated to return such deposit balance to the Receiver or the
Corporation. The Assuming Institution shall be obligated to reimburse the Corporation or the
Receiver, as the case may be, for the amount of any deposit balance or portion thereof paid by the
Assuming



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






26









 





Institution in contravention of any previous direction to withhold payment of such deposit
balance or return such deposit balance the payment of which was withheld pursuant to this Section.




     9.6 Proceedings with Respect to Certain Assets and Liabilities.



     (a) In connection with any investigation, proceeding or other matter with respect to any asset
or liability of the Failed Bank retained by the Receiver, or any asset of the Failed Bank acquired
by the Receiver pursuant to this Agreement, the Assuming Institution shall cooperate to the extent
reasonably required by the Receiver.



     (b) In addition to its obligations under Section 6.4, the Assuming Institution shall provide
representatives of the Receiver access at reasonable times and locations without other limitation
or qualification to (i) its directors, officers, employees and agents and those of the Subsidiaries
acquired by the Assuming Institution, and (ii) its books and records, the books and records of such
Subsidiaries and all Credit Files, and copies thereof. Copies of books, records and Credit Files
shall be provided by the Assuming Institution as requested by the Receiver and the costs of
duplication thereof shall be borne by the Receiver.



     (c) Not later than ten (10) days after the Put Notice pursuant to Section 3.4 or the date of
the notice of transfer of any Loan by the Assuming Institution to the Receiver pursuant to Section
3.6, the Assuming Institution shall deliver to the Receiver such documents with respect to such
Loan as the Receiver may request, including without limitation the following: (i) all related
Credit Documents (other than certificates, notices and other ancillary documents), (ii) a
certificate setting forth the principal amount on the date of the transfer and the amount of
interest, fees and other charges then accrued and unpaid thereon, and any restrictions on transfer
to which any such Loan is subject, and (iii) all Credit Files, and all documents, microfiche,
microfilm and computer records (including but not limited to magnetic tape, disc storage, card
forms and printed copy) maintained by, owned by, or in the possession of the Assuming Institution
or any Affiliate of the Assuming Institution relating to the transferred Loan.



     9.7 Information. The Assuming Institution promptly shall provide to the Corporation such other information,
including financial statements and computations, relating to the performance of the provisions of
this Agreement as the Corporation or the Receiver may request from time to time, and, at the
request of the
Receiver, make available employees of the Failed Bank employed or retained by the Assuming
Institution to assist in preparation of the pro forma statement pursuant to Section 8.1.



ARTICLE X

CONDITION PRECEDENT




     The obligations of the parties to this Agreement are subject to the Receiver and the
Corporation having received at or before Bank Closing evidence reasonably satisfactory to each of
any necessary approval, waiver, or other action by any governmental authority, the board of
directors of the Assuming Institution, or other third party, with respect to this Agreement and the
transactions contemplated hereby, the closing of the Failed Bank and the appointment of the
Receiver, the chartering of the Assuming Institution, and any agreements, documents, matters or
proceedings contemplated hereby or thereby.



ARTICLE XI

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION




     The Assuming Institution represents and warrants to the Corporation and the Receiver as
follows:



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






27









 






     (a) Corporate Existence and Authority. The Assuming Institution (i) is duly
organized, validly existing and in good standing under the laws of its Chartering Authority and has
full power and authority to own and operate its properties and to conduct its business as now
conducted by it, and (ii) has full power and authority to execute and deliver this Agreement and to
perform its obligations hereunder. The Assuming Institution has taken all necessary corporate
action to authorize the execution, delivery and performance of this Agreement and the performance
of the transactions contemplated hereby.



     (b) Third Party Consents. No governmental authority or other third party consents
(including but not limited to approvals, licenses, registrations or declarations) are required in
connection with the execution, delivery or performance by the Assuming Institution of this
Agreement, other than such consents as have been duly obtained and are in full force and effect.



     (c) Execution and Enforceability. This Agreement has been duly executed and delivered
by the Assuming Institution and when this Agreement has been duly authorized, executed and
delivered by the Corporation and the Receiver, this Agreement will constitute the legal, valid and
binding obligation of the Assuming Institution, enforceable in accordance with its terms.



     (d) Compliance with Law.



          (i) Neither the Assuming Institution nor any of its Subsidiaries is in violation of any
statute, regulation, order, decision, judgment or decree of, or any restriction imposed by, the
United States of America, any State, municipality or other political subdivision or any agency of
any of the foregoing, or any court or other tribunal having jurisdiction over the Assuming
Institution or any of its Subsidiaries or any assets of any such Person, or any foreign government
or agency thereof having such jurisdiction, with respect to the conduct of the business of the
Assuming Institution or of any of its Subsidiaries, or the ownership of the properties of the
Assuming Institution or any of its Subsidiaries, which, either individually or in the aggregate
with all other such violations, would materially and adversely affect the business, operations or
condition (financial or otherwise) of the Assuming Institution or the ability of the Assuming
Institution to perform, satisfy or observe any obligation or condition under this Agreement.




          (ii) Neither the execution and delivery nor the performance by the Assuming Institution of
this Agreement will result in any violation by the Assuming Institution of, or be in conflict
with, any provision of any applicable law or regulation, or any order, writ or decree of any
court or governmental authority.




     (e) Insured or Guaranteed Loans. If any Loans being transferred pursuant to this
Agreement, including the Shared-Loss Agreements, are insured or guaranteed by any department or
agency of any governmental unit, federal, state or local, Assuming Institution represents that
Assuming Institution has been approved by such agency and is an approved lender or mortgagee, as
appropriate, if such approval is required. Assuming Institution further assumes full responsibility
for determining whether or not such insurance or guarantees are in full force and effect on the
date of this Agreement and with respect to those Loans whose insurance or guaranty is in full force
and effect on the date of this Agreement, Assuming Institution assumes full responsibility for
doing all things necessary to insure such insurance or guarantees remain in full force and effect.
Assuming Institution agrees to assume all of the obligations under the contract(s) of insurance or
guaranty, agrees to cooperate with the Receiver where necessary to complete forms required by the
insuring or guaranteeing department or agency to effect or complete the transfer to Assuming
Institution.



     (f) Representations Remain True. The Assuming Institution represents and warrants
that it has executed and delivered to the Corporation a Purchaser Eligibility Certification and
Confidentiality Agreement and that all information provided and representations made by or on
behalf of the Assuming



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






28









 





Institution in connection with this Agreement and the transactions
contemplated hereby, including, but not limited to, the Purchaser Eligibility Certification and
Confidentiality Agreement (which are affirmed and ratified hereby) are and remain true and correct
in all material respects and do not fail to state any fact required to make the information
contained therein not misleading.




ARTICLE XII

INDEMNIFICATION




     12.1 Indemnification of Indemnitees. From and after Bank Closing and subject to the limitations set forth in this Section and
Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify
and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses
(including attorneys’ fees) incurred prior to the assumption of defense by the Receiver pursuant to
paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with claims against any Indemnitee based on liabilities of the
Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or
subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of
the Assuming Institution for which indemnification is provided hereunder in (a) of this Section
12.1, subject to certain exclusions as provided in (b) of this Section 12.1:



     (a)



          (1) claims based on the rights of any shareholder or former shareholder as such of (x) the
Failed Bank, or (y) any Subsidiary or Affiliate of the Failed Bank;




          (2) claims based on the rights of any creditor as such of the Failed Bank, or any creditor as
such of any director, officer, employee or agent of the Failed Bank, with respect to any
indebtedness or other obligation of the Failed Bank arising prior to Bank Closing;




          (3) claims based on the rights of any present or former director, officer, employee or agent
as such of the Failed Bank or of any Subsidiary or Affiliate of the Failed Bank;




          (4) claims based on any action or inaction prior to Bank Closing of the Failed Bank, its
directors, officers, employees or agents as such, or any Subsidiary or Affiliate of the Failed
Bank, or the directors, officers, employees or agents as such of such Subsidiary or Affiliate;




          (5) claims based on any malfeasance, misfeasance or nonfeasance of the Failed Bank, its
directors, officers, employees or agents with respect to the trust business of the Failed Bank, if
any;




          (6) claims based on any failure or alleged failure (not in violation of law) by the Assuming
Institution to continue to perform any service or activity previously performed by the Failed Bank
which the Assuming Institution is not required to perform pursuant to this Agreement or which arise
under any contract to which the Failed Bank was a party which the Assuming Institution elected not
to assume in accordance with this Agreement and which neither the Assuming Institution nor any
Subsidiary or Affiliate of the Assuming Institution has assumed subsequent to the execution hereof;




          (7) claims arising from any action or inaction of any Indemnitee, including for purposes of
this Section 12.1(a)(7) the former officers or employees of the Failed Bank or of any Subsidiary or
Affiliate of the Failed Bank that is taken upon the specific written direction of the Corporation
or the Receiver, other than any action or inaction taken in a manner constituting
bad faith, gross negligence or willful misconduct; and




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






29









 






          (8) claims based on the rights of any depositor of the Failed Bank whose deposit has been
accorded “withheld payment” status and/or returned to the Receiver or Corporation in accordance
with Section 9.5 and/or has become an “unclaimed deposit” or has been returned to the Corporation
or the Receiver in accordance with Section 2.3;




     (b) provided, that, with respect to this Agreement, except for paragraphs (7)
and (8) of Section 12.1(a), no indemnification will be provided under this Agreement for any:



          (1) judgment or fine against, or any amount paid in settlement (without the written approval
of the Receiver) by, any Indemnitee in connection with any action that seeks damages against any
Indemnitee (a “counterclaim”) arising with respect to any Asset and based on any action or inaction
of either the Failed Bank, its directors, officers, employees or agents as such prior to Bank
Closing, unless any such judgment, fine or amount paid in settlement exceeds the greater of (i) the
Repurchase Price of such Asset, or (ii) the monetary recovery sought on such Asset by the Assuming
Institution in the cause of action from which the counterclaim arises; and in such event the
Receiver will provide indemnification only in the amount of such excess; and no indemnification
will be provided for any costs or expenses other than any costs or expenses (including attorneys’
fees) which, in the determination of the Receiver, have been actually and reasonably incurred by
such Indemnitee in connection with the defense of any such counterclaim; and it is expressly agreed
that the Receiver reserves the right to intervene, in its discretion, on its behalf and/or on
behalf of the Receiver, in the defense of any such counterclaim;




          (2) claims with respect to any liability or obligation of the Failed Bank that is expressly
assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution
hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution;




          (3) claims with respect to any liability of the Failed Bank to any present or former employee
as such of the Failed Bank or of any Subsidiary or Affiliate of the Failed Bank, which liability is
expressly assumed by the Assuming Institution pursuant to this Agreement or subsequent to the
execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming
Institution;




          (4) claims based on the failure of any Indemnitee to seek recovery of damages from the
Receiver for any claims based upon any action or inaction of the Failed Bank, its directors,
officers, employees or agents as fiduciary, agent or custodian prior to Bank Closing;




          (5) claims based on any violation or alleged violation by any Indemnitee of the antitrust,
branching, banking or bank holding company or securities laws of the United States of America or
any State thereof;




          (6) claims based on the rights of any present or former creditor, customer, or supplier as
such of the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution;




          (7) claims based on the rights of any present or former shareholder as such of the Assuming
Institution or any Subsidiary or Affiliate of the Assuming Institution regardless of whether any
such present or former shareholder is also a present or former shareholder of the Failed Bank;




          (8) claims, if the Receiver determines that the effect of providing such indemnification would
be to (i) expand or alter the provisions of any warranty or disclaimer thereof provided in Section
3.3 or any other provision of this Agreement, or (ii) create any warranty not expressly provided
under this Agreement;




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






30









 






          (9) claims which could have been enforced against any Indemnitee had the Assuming Institution
not entered into this Agreement;




          (10) claims based on any liability for taxes or fees assessed with respect to the consummation
of the transactions contemplated by this Agreement, including without limitation any subsequent
transfer of any Assets or Liabilities Assumed to any Subsidiary or Affiliate of the Assuming
Institution;




          (11) except as expressly provided in this Article XII, claims based on any action or inaction
of any Indemnitee, and nothing in this Agreement shall be construed to provide indemnification for
(i) the Failed Bank, (ii) any Subsidiary or Affiliate of the Failed Bank, or (iii) any present or
former director, officer, employee or agent of the Failed Bank or its Subsidiaries or Affiliates;
provided, that the Receiver, in its discretion, may provide indemnification
hereunder for any present or former director, officer, employee or agent of the Failed Bank or its
Subsidiaries or Affiliates who is also or becomes a director, officer, employee or agent of the
Assuming Institution or its Subsidiaries or Affiliates;




          (12) claims or actions which constitute a breach by the Assuming Institution of the
representations and warranties contained in Article XI;




          (13) claims arising out of or relating to the condition of or generated by an Asset arising
from or relating to the presence, storage or release of any hazardous or toxic substance, or any
pollutant or contaminant, or condition of such Asset which violate any applicable Federal, State or
local law or regulation concerning environmental protection; and




          (14) claims based on, related to or arising from any asset, including a loan, acquired or
liability assumed by the Assuming Institution, other than pursuant to this Agreement.




     12.2 Conditions Precedent to Indemnification. It shall be a condition precedent to the obligation of the Receiver to indemnify any Person
pursuant to this Article XII that such Person shall, with respect to any claim made or threatened
against such Person for which such Person is or may be entitled to indemnification hereunder:



     (a) give written notice to the Regional Counsel (Litigation Branch) of the
Corporation in the manner and at the address provided in Section 13.7 of such claim as soon as
practicable after such claim is made or threatened; provided, that notice must be
given on or before the date which is six (6) years from the date of this Agreement;



     (b) provide to the Receiver such information and cooperation with respect to such claim as the
Receiver may reasonably require;



     (c) cooperate and take all steps, as the Receiver may reasonably require, to preserve and
protect any defense to such claim;



     (d) in the event suit is brought with respect to such claim, upon reasonable prior notice,
afford to the Receiver the right, which the Receiver may exercise in its sole discretion, to
conduct the investigation, control the defense and effect settlement of such claim, including
without limitation the right to designate counsel and to control all negotiations, litigation,
arbitration, settlements, compromises and appeals of any such claim, all of which shall be at the
expense of the Receiver; provided, that the Receiver shall have notified the Person
claiming indemnification in writing that such claim is a claim with respect to which the Person
claiming indemnification is entitled to indemnification under this Article XII;



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






31









 






     (e) not incur any costs or expenses in connection with any response or suit with respect to
such claim, unless such costs or expenses were incurred upon the written direction of the Receiver;
provided, that the Receiver shall not be obligated to reimburse the amount of any
such costs or expenses unless such costs or expenses were incurred upon the written direction of
the Receiver;



     (f) not release or settle such claim or make any payment or admission with respect thereto,
unless the Receiver consents in writing thereto, which consent shall not be unreasonably withheld;
provided, that the Receiver shall not be obligated to reimburse the amount of any
such settlement or payment unless such settlement or payment was effected upon the written
direction of the Receiver; and



     (g) take reasonable action as the Receiver may request in writing as necessary to preserve,
protect or enforce the rights of the indemnified Person against any Primary Indemnitor.



     12.3 No Additional Warranty. Nothing in this Article XII shall be construed or deemed to (i) expand or otherwise alter
any warranty or disclaimer thereof provided under Section 3.3 or any other provision of this
Agreement with respect to, among other matters, the title, value, collectibility, genuineness,
enforceability or condition of any (x) Asset, or (y) asset of the Failed Bank purchased by the
Assuming Institution subsequent to the execution of this Agreement by the Assuming Institution or
any Subsidiary or Affiliate of the Assuming Institution, or (ii) create any warranty not expressly
provided under this Agreement with respect thereto.



     12.4 Indemnification of Receiver and Corporation. From and after Bank Closing, the Assuming Institution agrees to indemnify and hold harmless
the Corporation and the Receiver and their respective directors, officers, employees and agents
from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with
any of the following:



     (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the
Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the
Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any
such liabilities subsequently are sold and/or transferred, other than any claim based upon any
action or inaction of any Indemnitee as provided in paragraph (7) or (8) of Section 12.1(a); and



     (b) claims based on any act or omission of any Indemnitee (including but not limited
to claims of any Person claiming any right or title by or through the Assuming Institution
with respect to Assets transferred to the Receiver pursuant to Section 3.4 or 3.6), other than any
action or inaction of any Indemnitee as provided in paragraph (7) or (8) of Section 12.1(a).



     12.5 Obligations Supplemental. The obligations of the Receiver, and the Corporation as guarantor in accordance with
Section 12.7, to provide indemnification under this Article XII are to supplement any amount
payable by any Primary Indemnitor to the Person indemnified under this Article XII. Consistent with
that intent, the Receiver agrees only to make payments pursuant to such indemnification to the
extent not payable by a Primary Indemnitor. If the aggregate amount of payments by the Receiver, or
the Corporation as guarantor in accordance with Section 12.7, and all Primary Indemnitors with
respect to any item of indemnification under this Article XII exceeds the amount payable with
respect to such item, such Person being indemnified shall notify the Receiver thereof and, upon the
request of the Receiver, shall promptly pay to the Receiver, or the Corporation as appropriate, the
amount of the Receiver’s (or Corporation’s) payments to the extent of such excess.



     12.6 Criminal Claims. Notwithstanding any provision of this Article XII to the contrary, in the event that any
Person being indemnified under this Article XII shall become involved in any criminal



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






32









 





action, suit
or proceeding, whether judicial, administrative or investigative, the Receiver shall have no
obligation hereunder to indemnify such Person for liability with respect to any criminal act or to
the extent any costs or expenses are attributable to the defense against the allegation of any
criminal act, unless (i) the Person is successful on the merits or otherwise in the defense against
any such action, suit or proceeding, or (ii) such action, suit or proceeding is terminated without
the imposition of liability on such Person.




     12.7 Limited Guaranty of the Corporation. The Corporation hereby guarantees performance of the Receiver’s obligation to indemnify the
Assuming Institution as set forth in this Article XII. It is a condition to the Corporation’s
obligation hereunder that the Assuming Institution shall comply in all respects with the applicable
provisions of this Article XII. The Corporation shall be liable hereunder only for such amounts, if
any, as the Receiver is obligated to pay under the terms of this Article XII but shall fail to pay.
Except as otherwise provided above in this Section 12.7, nothing in this Article XII is intended or
shall be construed to create any liability or obligation on the part of the Corporation, the United
States of America or any department or agency thereof under or with respect to this Article XII, or
any provision hereof, it being the intention of the parties hereto that the obligations undertaken
by the Receiver under this Article XII are the sole and exclusive responsibility of the Receiver
and no other Person or entity.



     12.8 Subrogation. Upon payment by the Receiver, or the Corporation as guarantor in accordance with Section
12.7, to any Indemnitee for any claims indemnified by the Receiver under this Article XII, the
Receiver,
or the Corporation as appropriate, shall become subrogated to all rights of the Indemnitee
against any other Person to the extent of such payment.



ARTICLE XIII

MISCELLANEOUS




     13.1 Entire Agreement. This Agreement, the Single Family Shared-Loss Agreement, and the Commercial Shared-Loss
Agreement, including the Schedules and Exhibits thereto, embodies the entire agreement of the
parties hereto in relation to the subject matter herein and supersedes all prior understandings or
agreements, oral or written, between the parties.



     13.2 Headings. The headings and subheadings of the Table of Contents, Articles and Sections contained in
this Agreement, except the terms identified for definition in Article I and elsewhere in this
Agreement, are inserted for convenience only and shall not affect the meaning or interpretation of
this Agreement or any provision hereof.



     13.3 Counterparts. This Agreement may be executed in any number of counterparts and by the duly authorized
representative of a different party hereto on separate counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken together shall constitute one and the
same Agreement.



     13.4 GOVERNING LAW. THIS AGREEMENT, THE SINGLE FAMILY SHARED-LOSS AGREEMENT, AND THE COMMERCIAL SHARED-LOSS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES OF AMERICA, AND IN THE ABSENCE OF
CONTROLLING FEDERAL LAW, IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE MAIN OFFICE OF THE
FAILED BANK IS LOCATED.



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






33









 






     13.5 Successors. All terms and conditions of this Agreement shall be binding on the successors and assigns
of the Receiver, the Corporation and the Assuming Institution. Except as otherwise specifically
provided in this Agreement, nothing expressed or referred to in this Agreement is intended or shall
be construed to give any Person other than the Receiver, the Corporation and the Assuming
Institution any legal or equitable right, remedy or claim under or with respect to this Agreement
or any provisions contained herein, it being the intention of the parties hereto that this
Agreement, the obligations and statements of responsibilities hereunder, and all other conditions
and provisions hereof are for the sole and exclusive benefit of the Receiver, the Corporation and
the Assuming Institution and for the benefit of no other Person.



     13.6 Modification; Assignment. No amendment or other modification, rescission, release, or assignment of any part of this
Agreement, the Single Family Shared-Loss Agreement, and the Commercial Shared-Loss Agreement shall
be effective except pursuant to a written agreement subscribed by the duly authorized
representatives of the parties hereto.



     13.7 Notice. Any notice, request, demand, consent, approval or other communication to any party hereto
shall be effective when received and shall be given in writing, and delivered in
person against receipt therefore, or sent by certified mail, postage prepaid, courier service,
telex, facsimile transmission or email to such party (with copies as indicated below) at its
address set forth below or at such other address as it shall hereafter furnish in writing to the
other parties. All such notices and other communications shall be deemed given on the date received
by the addressee.



Assuming Institution




Premier American Bank, N.A.

5301 Blue Lagoon Drive, Suite 200

Miami, Florida 33126

Attention: Daniel M. Healy




Receiver and Corporation




Federal Deposit Insurance Corporation,

Receiver of Peninsula Bank

7777 Baymeadows Way West

Jacksonville, Florida 32256

Attention: Settlement Agent




In addition, with respect to notices under Article 4.6:

cc: Resolutions and Closings Manager, ORE Department




In addition, with respect to notice under Article XII:

cc: Managing Counsel (Litigation Branch)




     13.8 Manner of Payment. All payments due under this Agreement shall be in lawful money of the United States of
America in immediately available funds as each party hereto may specify to the other parties;
provided, that in the event the Receiver or the Corporation is obligated to make
any payment hereunder in the amount of $25,000.00 or less, such payment may be made by check.



     13.9 Costs, Fees and Expenses. Except as otherwise specifically provided herein, each party hereto agrees to pay all
costs, fees and expenses which it has incurred in connection with or incidental to the matters
contained in this Agreement, including without limitation any fees and disbursements to its



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






34









 





accountants and counsel; provided, that the Assuming Institution shall pay all
fees, costs and expenses (other than attorneys’ fees incurred by the Receiver) incurred in
connection with the transfer to it of any Assets or Liabilities Assumed hereunder or in accordance
herewith.




     13.10 Waiver. Each of the Receiver, the Corporation and the Assuming Institution may waive its respective
rights, powers or privileges under this Agreement; provided, that such waiver shall
be in writing; and further provided, that no failure or delay on the part of the Receiver, the
Corporation or the Assuming Institution to exercise any right, power or privilege under this
Agreement shall operate as a waiver thereof, nor will any single or partial exercise of any right,
power or privilege under this Agreement preclude any other or further exercise thereof or the
exercise of any other right, power or privilege by the Receiver, the Corporation, or the Assuming
Institution under this Agreement, nor will any such waiver operate or be construed as a future
waiver of such right, power or privilege under this Agreement.



     13.11 Severability. If any provision of this Agreement is declared invalid or unenforceable, then, to the
extent possible, all of the remaining provisions of this Agreement shall remain in full force and
effect and shall be binding upon the parties hereto.



     13.12 Term of Agreement. This Agreement shall continue in full force and effect until the tenth (10th) anniversary
of Bank Closing; provided, that the provisions of Section 6.3 and 6.4 shall survive
the expiration of the term of this Agreement; and provided further, that the
receivership of the Failed Bank may be terminated prior to the expiration of the term of this
Agreement, and in such event, the guaranty of the Corporation, as provided in and in accordance
with the provisions of Section 12.7 shall be in effect for the remainder of the term of this
Agreement. Expiration of the term of this Agreement shall not affect any claim or liability of any
party with respect to any (i) amount which is owing at the time of such expiration, regardless of
when such amount becomes payable, and (ii) breach of this Agreement occurring prior to such
expiration, regardless of when such breach is discovered.



     13.13 Survival of Covenants, Etc. The covenants, representations, and warranties in this Agreement shall survive the execution
of this Agreement and the consummation of the transactions contemplated hereunder.



[Signature Page Follows]




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






35









 









     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized representatives as of the date first above written.



	 	 	 	 	 	 	 	 	 

	 	 	 	 	FEDERAL DEPOSIT INSURANCE CORPORATION,
	 	 	 	 	RECEIVER OF PENINSULA BANK	 	 
	 	 	 	 	ENGLEWOOD, FLORIDA	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	BY: /s/ Robert W.
Chamberlin 

	 	 
	 

	 	 	 	
NAME:
	 	
Robert W. Chamberlin
	 	 
	 

	 	 	 	TITLE:
	 	Receiver in Charge	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Gregory J. Zahn
 


	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	FEDERAL DEPOSIT INSURANCE CORPORATION
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	BY: /s/ Robert W.
Chamberlin 

	 	 
	 

	 	 	 	
NAME:
	 	
Robert W. Chamberlin
	 	 
	 

	 	 	 	TITLE:
	 	Attorney in Fact	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Gregory J. Zahn
 


	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	PREMIER AMERICAN BANK, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	BY: /s/ Daniel M. Healy
 

	 	 
	 

	 	 	 	
NAME:
	 	
Daniel M. Healy
	 	 
	 

	 	 	 	TITLE:
	 	CEO	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Vincent Tese
 


	 	 	 	 	 	 	 	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






36









 






SCHEDULE 2.1 — Certain Liabilities Assumed by the Assuming Institution



To be provided.



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






37









 






SCHEDULE 2.1(a) — Excluded Deposit Liability Accounts



Peninsula Bank

Englewood, FL


Peninsula Bank has deposits associated with the Depository Organization (DO) Cede & Co as
Nominee for DTC. The DO accounts do not pass to the Assuming Bank and are excluded from the
transaction as described in section 2.1 of the P&A Agreement. The attached Schedule 2.1.a DO
Detail Report identifies the DO accounts as of April 8, 2010. This schedule will be updated post
closing with data as of Bank Closing date.




Depository Organization (DO) Accounts




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ACCTNO	 	BLCODE	 	NAME1	 	CURRBAL	 	ACCRUED INTEREST	 	FITYPE	 	RATE	 	BROKCODE	 	BRANCH
	20032437	 	 	20110399	 	 	CEDE & CO AS NOMINEE OF DTC
	 	$	461.76	 	 	$	0.000	 	 	3-DDA	 	 	0.000	 	 	 	D	 	 	 	0006	 
	 	 	 	 	TOTALS	 	 
	 	$	461.76	 	 	$	0.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






38









 






SCHEDULE 3.1 — Certain Assets Purchased



SEE ATTACHED LIST


THE LIST(S) ATTACHED TO THIS SCHEDULE (OR SUBSCHEDULE(S)) AND THE INFORMATION THEREIN, IS AS
OF THE DATE OF THE MOST RECENT PERTINENT DATA MADE AVAILABLE TO THE ASSUMING INSTITUTION AS PART
OF THE INFORMATION PACKAGE. IT WILL BE ADJUSTED TO REFLECT THE COMPOSITION AND BOOK VALUE OF THE
LOANS AND ASSETS AS OF THE DATE OF BANK CLOSING. THE LIST(S) MAY NOT INCLUDE ALL LOANS AND ASSETS
(E.G., CHARGED OFF LOANS). THE LIST(S) MAY BE REPLACED WITH A MORE ACCURATE LIST POST CLOSING.




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






39









 






SCHEDULE 3.2 — Purchase Price of Assets or assets




	 	 	 	 	 	 	 

	 	(a	)	 	cash and receivables from
depository institutions, including
cash items in the process of
collection, plus interest thereon:

	 	Book Value
	 	(b	)	 	securities (exclusive of the
capital stock of Acquired
Subsidiaries, Shared-Loss
Securities, FRB and FHLB stock),
plus interest thereon:

	 	As provided in Section 3.2(b)
	 	(c	)	 	federal funds sold and repurchase
agreements, if any, including
interest thereon:

	 	Book Value
	 	(d	)	 	Loans:

	 	Book Value
	 	(e	)	 	credit card business:

	 	Book Value
	 	(f	)	 	Safe Deposit Boxes and related
business, safekeeping business and
trust business, if any:

	 	Book Value
	 	(g	)	 	Records and other documents:

	 	Book Value
	 	(h	)	 	Other Real Estate

	 	Book Value
	 	(i	)	 	boats, motor vehicles, aircraft,
trailers, fire arms, repossessed
collateral, and Personal Computers

	 	Book Value
	 	(j	)	 	capital stock of any Acquired
Subsidiaries and FRB and FHLB
stock:

	 	Book Value
	 	(k	)	 	amounts owed to the Failed Bank by
any Acquired Subsidiary:

	 	Book Value
	 	(1	)	 	assets securing Deposits of public
money, to the extent not otherwise
purchased hereunder:

	 	Book Value
	 	(m	)	 	Overdrafts of customers:

	 	Book Value
	 	(n	)	 	rights, if any, with respect to
Qualified Financial Contracts.

	 	As provided in Section 3.2(c)
	 	(o	)	 	rights of the Failed Bank to
provide mortgage servicing for
others and to have mortgage
servicing provided to the Failed
Bank by others and related
contracts.

	 	Book Value






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






40









 






	 	 	 	 	 

	(p)
	 	Shared-Loss Securities

	 	Book Value
	 	 	 
	 	 
	assets subject to an option to purchase:	 	 
	 	 	 
	 	 
	(a)
	 	Bank Premises:

	 	Fair Market Value
	(b)
	 	Furniture and Equipment:

	 	Fair Market Value
	(c)
	 	Fixtures:

	 	Fair Market Value
	(d)
	 	Other Equipment:

	 	Fair Market Value






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






41









 






SCHEDULE 3.5(1) — Excluded Securities




	 	 	 	 	 	 	 
	 	 	 	 	ORIGINAL
	CUSIP	 	DESCRIPTION	 	FACE/PAR
	313400624	 	FEDERAL HOME LN MTG CORP
	 	$	523,600.00	 
	313400624	 	FEDERAL HOME LN MTG CORP
	 	$	499,475.69	 
	02635PTS2	 	AMERICAN GEN FIN MEDTM SRNT BE
	 	$	500,000.00	 
	065912AA5	 	BANKAMERICA INSTL CAP B
	 	$	200,000.00	 
	065912AA5	 	BANKAMERICA INSTL CAP B
	 	$	1,000,000.00	 
	12557WRP8	 	CIT GROUP INC INTERNOTES BOOK
	 	$	500,000.00	 
	125581FTO	 	CIT GROUP INC
	 	$	117,613.52	 
	125581FU7	 	CIT GROUP INC
	 	$	176,420.29	 
	125581FV5	 	CIT GROUP INC
	 	$	176,420.29	 
	125581FW3	 	CIT GROUP INC
	 	$	294,033.81	 
	125581FX1	 	CIT GROUP INC
	 	$	411,647.34	 
	17305HAA6	 	CITIGROUP CAP III
	 	$	500,000.00	 
	337357AA5	 	FIRST UN CAP ONE
	 	$	1,000,000.00	 
	337357AA5	 	FIRST UN CAP ONE
	 	$	1,000,000.00	 
	33889WAA4	 	FLEET CAP TR V
	 	$	500,000.00	 
	38141GES9	 	GOLDMAN SACHS GROUP INC
	 	$	750,000.00	 
	46626YAA0	 	J P MORGAN CHASE CAP XIII
	 	$	500,000.00	 
	48123CAA2	 	JPMORGAN CHASE CAP XX
	 	$	750,000.00	 
	52517P2S9	 	LEHMAN BROS HLDGS INC MTN BE
	 	$	500,000.00	 
	52517PP96	 	LEHMAN BROS HLDGS INC MTN BE
	 	$	500,000.00	 
	52517PV81	 	LEHMAN BROS HLDGS INC MTN BE
	 	$	1,000,000.00	 
	540424AP3	 	LOEWS CORP
	 	$	625,000.00	 
	55263BAA9	 	MBNA CAP A
	 	$	500,000.00	 
	75902AAB4	 	REGIONAL DIVERSIFIED FDG LTD
	 	$	1,000,000.00	 
	75913MAA7	 	REGIONS BK BIRMINGHAM ALA
	 	$	500,000.00	 
	7591ELAA7	 	REGIONS FING TR II
	 	$	500,000.00	 
	668473AP6	 	NORTHWOOD CMNTY DEV DIST FLA S SPL ASSMT
	 	$	500,000.00	 
	 	 	IBB Stock
	 	 	 	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






42









 






SCHEDULE 3.5(n) — Other Excluded Assets




	 	 	 	 	 	 	 
	ACCTNO	 	DESCRIPTION	 	AMOUNT
	17010299	 	ACCOUNTS REC-HARTFORD BOND
	 	 	15,000,000.00	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






43









 






SCHEDULE 4.15A




LOANS SUBJECT TO LOSS SHARING UNDER THE

SINGLE FAMILY SHARED-LOSS AGREEMENT



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






44









 






SCHEDULE 4.15B




LOANS SUBJECT TO LOSS SHARING UNDER THE

COMMERCIAL SHARED-LOSS AGREEMENT



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






45









 






SCHEDULE 4.15C

SHARED-LOSS SECURITIES



[NONE]



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






46









 






SCHEDULE 4.15D




SHARED-LOSS SUBSIDIARIES



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	for loan balance	 	 	 	 	 	 	For bills being	 	 	 	 
	 	 	REO Principal	 	 	 	 	 	 	paid	 	 	 	 
	Holding Co. Title	 	acct	 	 	Balance	 	 	Due from acct	 	 	Balance	 
	Peninsula Bank-In
Substance
	 	 	1560017070	 	 	 	13,015,350.80	 	 	 	1702017070	 	 	 	22,347.88	 
	Peninsula Property
Holdings, Inc.
	 	 	1561017070	 	 	 	16,022,358.73	 	 	 	1160007080	 	 	 	36,723.35	 
	Peninsula Property
Holdings, LLC
	 	 	1562017070	 	 	 	1,785,528.50	 	 	 	1162017070	 	 	 	9,915.79	 
	Peninsula Property
Holdings II, LLC
	 	 	1562117070	 	 	 	2,489,439.13	 	 	 	1162117070	 	 	 	4,112.63	 
	Peninsula Property
Holdings III, LLC
	 	 	1562217070	 	 	 	1,800,227.18	 	 	 	1162217070	 	 	 	(57,300.72	)
	Peninsula Property
Holdings IV, LLC
	 	 	1562317070	 	 	 	10,012,846.62	 	 	 	1162317070	 	 	 	27,975.66	 
	Peninsula Property
Holdings V, LLC
	 	 	1562417070	 	 	 	5,183,980.33	 	 	 	1162417070	 	 	 	0.00	 
	Peninsula Property
Holdings VI, LLC
	 	 	1562517070	 	 	 	1,342,261.31	 	 	 	1162517070	 	 	 	0.00	 
	Peninsula Property
Holdings VII, LLC
	 	 	1562617070	 	 	 	4,439,962.18	 	 	 	1162617070	 	 	 	471,605.95	 
	Peninsula Property
Holdings VIII, LLC
	 	 	1562717070	 	 	 	308,559.13	 	 	 	1162717070	 	 	 	8,841.24	 
	Peninsula Property
Holdings IX, LLC
	 	 	1562817070	 	 	 	0.00	 	 	 	1162817070	 	 	 	125.00	 
	Peninsula Property
Holdings X, LLC
	 	 	1562917070	 	 	 	0.00	 	 	 	1162917070	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	56,400,513.91	 	 	 	 	 	 	 	524,346.78	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 





			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






47









 






SCHEDULE 6.3- Data Retention Catalog



FDIC_Acquirer_Data_Retention_Catalog_v2 0







FDIC Data Management Services (DMS)




Acquirer Data Retention Catalog



Version 2.0



Failed Institution

      Name

      Data Center Address




Assuming Institution

      Name

      Address




DRC Preparation Date




DRC Preparer’s Contact

      Name

      Designation

      Phone

      Email




Alternate Contact for Subsequent Data Requests (if different from above)

      Name

      Phone

      Email




Instructions





	1.	 	Provide preparer’s contact information and Bank information on the “Cover Page” tab.
	 
	2.	 	Provide point of contact and desired procedure for data requests on the “Data Request Procedure” Tab.
	 
	3.	 	Provide the requested application retention details on “Data Retention” tab of this workbook.






	 	a.	 	Update provided application list with any additional systems that were not included.
	 
	 	b.	 	Select the most appropriate value from the drop down list when the list is provided with applicable column.




If you need additional clarification while recording the information, please call Kevin Sheehan (FDIC) at
703-562-2012 or Leslie Bowie (FDIC) at 703-562-6262. Send the final copy of this document to Leslie Doley
LDoley@FDIC.gov.







	 	 	 

	FDIC Confidential

	 	5/25/2010






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






48









 












			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






49









 






SCHEDULE 7 -Accounts Excluded from Calculation of Deposit Franchise Bid Premium



Peninsula Bank

Englewood, Florida


The accounts identified below will pass to the Assuming Bank (unless otherwise noted). When
calculating the premium to be paid on Assumed Deposits in a P&A transaction, the FDIC will exclude
the following categories of deposit accounts:




	 	 	 	 	 	 	 
	Category	 	Description	 	Amount	 
	I	 	Non- DO Brokered Deposits
	 	$	1,329,000.00	 
	II	 	CDARS
	 	$	0.00	 
	III	 	Market Place Deposits
	 	$	0.00	 
	 	 	 
	 	 	 
	 	 	Total deposits excluded from Calculation of premium
	 	$	1,329,000.00	 
	 	 	 
	 	 	 






Category Description




I Brokered Deposits



Brokered deposit accounts are accounts for which the “depositor of record” is an agent, nominee, or
custodian who deposits funds for a principal or principals to whom “pass-through” deposit insurance
coverage may be extended. The FDIC separates brokered deposit accounts into 2 categories: 1)
Depository Organization (DO) Brokered Deposits and 2) Non-Depository Organization (Non-DO) Brokered
Deposits. This distinction is made by the FDIC to facilitate our role as Receiver and Insurer.
These terms will not appear on other “brokered deposit” reports generated by the institution.



Non-DO Brokered Deposits pass to the Assuming Bank, but are excluded from Assumed Deposits when the
deposit premium is calculated. Please see the attached “Schedule 7 Non-DO Broker Deposit Detail
Report” for a listing of these accounts. This list will be updated post closing with balances as of
Bank Closing date.



DO Brokered Deposits (Cede & Co as Nominee for DTC), are typically excluded from Assumed Deposits
in the PM transaction. A list of these accounts is provided on “Schedule 2.1 DO Brokered Deposit
Detail Report”. If, however, the terms of a particular transaction are altered and the DO Brokered
Deposits pass to the Assuming Bank, they will not be included in Assumed Deposits for purposes of
calculating the deposit premium.




II CDARS



CDARS deposits pass to the Assuming Bank, but are excluded from Assumed Deposits when the deposit
premium is calculated.



Peninsula Bank did not participate in the CDARS program as of the date of the deposit download. If
CDARS deposits are taken between the date of the deposit download and the Bank Closing Date, they
will be identified post closing and made part of Schedule 7 to the PM Agreement.




Ill Market Place Deposits



“Market Place Deposits” is a description given to deposits that may have been solicited via a money
desk, internet subscription service (for example, Qwickrate), or similar programs.



This schedule provides a snapshot of account categories and balances as of April 8, 2010, which is
the date of the deposit download. The deposit franchise bid premium will be calculated using
account




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






50









 





categories and balances as of Bank Closing Date that are reflected in the general ledger or
subsystem as described above. The final numbers for Schedule 7 will be provided post closing.




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






51









 






Schedule 7 Non-DO Brokered Deposits




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPL	 	ACCTNO	 	 	GLCODE	 	 	CURRBAL	 	 	ACCRUED INTEREST	 	 	FITYPE	 	 	RATE	 	 	BROKCODE	 	 	BRANCH	 
	CDS
	 	 	40046096	 	 	 	22116099	 	 	$	99,000.00	 	 	$	393.290	 	 	60-CDS	 	 	5.00	%	 	 	N	 	 	 	0005	 
	CDS
	 	 	40046099	 	 	 	22116099	 	 	$	99,000.00	 	 	$	393.290	 	 	60-CDS	 	 	5.00	%	 	 	N	 	 	 	0005	 
	CDS
	 	 	40052216	 	 	 	22116099	 	 	$	99,000.00	 	 	$	292.930	 	 	60-CDS	 	 	5.40	%	 	 	N	 	 	 	0005	 
	CDS
	 	 	40052318	 	 	 	22116099	 	 	$	99,000.00	 	 	$	234.350	 	 	60-CDS	 	 	5.40	%	 	 	N	 	 	 	0005	 
	CDS
	 	 	40052321	 	 	 	22116099	 	 	$	99,000.00	 	 	$	117.170	 	 	60-CDS	 	 	5.40	%	 	 	N	 	 	 	0005	 
	CDS
	 	 	40052777	 	 	 	22116099	 	 	$	100,000.00	 	 	$	88.770	 	 	60-CDS	 	 	5.40	%	 	 	N	 	 	 	0005	 
	CDS
	 	 	40052879	 	 	 	22116099	 	 	$	99,000.00	 	 	$	761.620	 	 	60-CDS	 	 	5.40	%	 	 	N	 	 	 	0005	 
	CDS
	 	 	40053041	 	 	 	22116099	 	 	$	99,000.00	 	 	$	0.000	 	 	60-CDS	 	 	5.40	%	 	 	N	 	 	 	0005	 
	CDS
	 	 	40053371	 	 	 	22116099	 	 	$	100,000.00	 	 	$	251.510	 	 	60-CDS	 	 	5.40	%	 	 	N	 	 	 	0005	 
	CDS
	 	 	40053666	 	 	 	22116099	 	 	$	40,000.00	 	 	$	11.510	 	 	60-CDS	 	 	5.25	%	 	 	N	 	 	 	0005	 
	CDS
	 	 	40056791	 	 	 	22116099	 	 	$	99,000.00	 	 	$	436.680	 	 	60-CDS	 	 	5.75	%	 	 	N	 	 	 	0005	 
	CDS
	 	 	40057112	 	 	 	22116099	 	 	$	99,000.00	 	 	$	222.140	 	 	60-CDS	 	 	5.85	%	 	 	N	 	 	 	0005	 
	CDS
	 	 	40057142	 	 	 	22116099	 	 	$	99,000.00	 	 	$	202.750	 	 	60-CDS	 	 	5.75	%	 	 	N	 	 	 	0005	 
	CDS
	 	 	40078406	 	 	 	22112499	 	 	$	99,000.00	 	 	$	134.260	 	 	24-CDS	 	 	4.50	%	 	 	N	 	 	 	0005	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTALS
	 	 	 	 	 	 	 	 	 	$	1,329,000.00	 	 	$	3,540.270	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






52









 






EXHIBIT 2.3A

FINAL NOTICE LETTER



FINAL LEGAL NOTICE

Claiming Requirements for Deposits

Under 12 U.S.C. 1822(e)



      [Date]



[Name of Unclaimed Depositor]

[Address of Unclaimed Depositor]

[Anytown, USA]





			
	Subject:	 	[XXXXX — Name of Bank

City, State] — In Receivership





Dear [Sir/Madam]:




          As you may know, on [Date: Closing Date], the [Name of Bank (“The Bank”)] was closed and the
Federal Deposit Insurance Corporation (“FDIC”) transferred [The Bank’s] accounts to [Name of
Acquiring Institution].




          According to federal law under 12 U.S.C., 1822(e), on [Date: eighteen months from the Closing
Date], [Name of Acquiring Institution] must transfer the funds in your account(s) back to the FDIC
if you have not claimed your account(s) with [Name of Acquiring Institution]. Based on the records
recently supplied to us by [Name of Acquiring Institution], your account(s) currently fall into
this category.




          This letter is your formal Legal Notice that you have until [Date: eighteen months from the
Closing Date], to claim or arrange to continue your account(s) with [Name of Acquiring
Institution]. There are several ways that you can claim your account(s) at [Name of Acquiring
Institution]. It is only necessary for you to take any one of the following actions in order for
your account(s) at [Name of Acquiring Institution] to be deemed claimed. In addition, if you have
more than one account, your claim to one account will automatically claim all accounts:





	1.	 	Write to [Name of Acquiring Institution] and notify them that you wish to keep your
account(s) active with them. Please be sure to include the name of the account(s), the account
number(s), the signature of an authorized signer on the account(s), name, and address. [Name
of Acquiring Institution] address is:




[123 Main Street



Anytown, USA]





	2.	 	Execute a new signature card on your account(s), enter into a new deposit agreement with
[Name of Acquiring Institution], change the ownership on your account(s), or renegotiate the
terms of your certificate of deposit account(s) (if any).
	 
	3.	 	Provide [Name of Acquiring Institution] with a change of address form.





			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






53









 







	4.	 	Make a deposit to or withdrawal from your account(s). This includes writing a check on any
account or having an automatic direct deposit credited to or an automatic withdrawal debited
from an account.





          If you do not want to continue your account(s) with [Name of Acquiring Institution] for any
reason, you can withdraw your funds and close your account(s). Withdrawing funds from one or more
of your account(s) satisfies the federal law claiming requirement. If you have time deposits, such
as certificates of deposit, [Name of Acquiring Institution] can advise you how to withdraw them
without being charged an interest penalty for early withdrawal.




          If you do not claim ownership of your account(s) at [Name of Acquiring Institution by Date:
eighteen months from the Closing Date] federal law requires [Name of Acquiring Institution] to
return your deposits to the FDIC, which will deliver them as unclaimed property to the State
indicated in your address in the Failed Institution’s records. If your address is outside of the
United States, the FDIC will deliver the deposits to the State in which the Failed Institution had
its main office. 12 U.S.C. § 1822(e). If the State accepts custody of your deposits, you will have
10 years from the date of delivery to claim your deposits from the State. After 10 years you will
be permanently barred from claiming your deposits. However, if the State refuses to take custody of
your deposits, you will be able to claim them from the FDIC until the receivership is terminated.
If you have not claimed your insured deposits before the receivership is terminated, and a
receivership may be terminated at any time, all of your rights in those deposits will be barred.




          If you have any questions or concerns about these items, please contact [Bank Employee] at
[Name of Acquiring Institution] by phone at [(XXX) XXX-XXXX].




	 	 	 

	 

	 	Sincerely,
	 
	 	 
	 

	 	[Name of Claims Specialist]
	 

	 	[Title]






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






54









 






EXHIBIT 2.3B

AFFIDAVIT OF MAILING




AFFIDAVIT OF MAILING




State of




COUNTY OF



I am employed as a [Title of Office] by the [Name of Acquiring Institution].



This will attest that on [Date of mailing], I caused a true and correct copy of the Final Legal
Notice, attached hereto, to owners of unclaimed deposits of [Name of Failed Bank], City, State, to
be prepared for deposit in the mail of the United States of America on behalf of the Federal
Deposit Insurance Corporation. A list of depositors to whom the notice was mailed is attached. This
notice was mailed to the depositor’s last address as reflected on the books and records of the
[Name of Failed Bank] as of the date of failure.




	 	 	 	 	 

	 

	 	 

[Name]
	 	 
	 

	 	[Title of Office]	 	 
	 

	 	[Name of Acquiring Institution]	 	 





Subscribed and sworn to before me this                      day of [Month, Year].



My commission expires:




	 	 	 	 	 	 	 

	 


	 	 
	 	 

[Name], Notary Public
	 	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






55









 






EXHIBIT 3.2(c) — VALUATION OF CERTAIN

QUALIFIED FINANCIAL CONTRACTS





	A.	 	Scope
	 
	 	 	Interest Rate Contracts — All interest rate swaps, forward rate agreements, interest rate
futures, caps, collars and floors, whether purchased or written.
	 
	 	 	Option Contracts — All put and call option contracts, whether purchased or written, on
marketable securities, financial futures, foreign currencies, foreign exchange or foreign
exchange futures contracts.
	 
	 	 	Foreign Exchange Contracts — All contracts for future purchase or sale of foreign
currencies, foreign currency or cross currency swap contracts, or foreign exchange futures
contracts.
	 
	B.	 	Exclusions
	 
	 	 	All financial contracts used to hedge assets and liabilities that are acquired by the
Assuming Institution but are not subject to adjustment from Book Value.
	 
	C.	 	Adjustment
	 
	 	 	The difference between the Book Value and market value as of Bank Closing.
	 
	D.	 	Methodology






	 	1.	 	The price at which the Assuming Institution sells or disposes of Qualified
Financial Contracts will be deemed to be the fair market value of such contracts, if
such sale or disposition occurs at prevailing market rates within a predefined
timetable as agreed upon by the Assuming Institution and the Receiver.
	 
	 	2.	 	In valuing all other Qualified Financial Contracts, the following principles
will apply:






	 	(i)	 	All known cash flows under swaps or forward exchange contracts
shall be present valued to the swap zero coupon interest rate curve.
	 
	 	(ii)	 	All valuations shall employ prices and interest rates based on
the actual frequency of rate reset or payment.
	 
	 	(iii)	 	Each tranche of amortizing contracts shall be separately
valued. The total value of such amortizing contract shall be the sum of the
values of its component tranches.
	 
	 	(iv)	 	For regularly traded contracts, valuations shall be at the
midpoint of the bid and ask prices quoted by customary sources (e.g., The
Wall Street Journal, Telerate, Reuters or other similar source) or
regularly traded exchanges.
	 
	 	(v)	 	For all other Qualified Financial Contracts where published
market quotes are unavailable, the adjusted price shall be the average of the
bid and ask price quotes from three (3) securities dealers acceptable to the
Receiver and Assuming Institution as of Bank Closing. If quotes from securities
dealers cannot be





			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






56









 







	 	 	 	obtained, an appraiser acceptable to the Receiver and the Assuming
Institution will perform a valuation based on modeling, correlation
analysis, interpolation or other techniques, as appropriate.]





			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






57









 






EXHIBIT 4.13

INTERIM ASSET SERVICING ARRANGEMENT




     (a) With respect to each asset (or liability) designated from time to time by the Receiver to
be serviced by the Assuming Institution pursuant to this Arrangement, including any Assets sold by
the Receiver but with respect to which the Receiver has an obligation to service or provide
servicing support (such being designated as “Pool Assets”), during the term of this Arrangement,
the Assuming Institution shall:



          (i) Promptly apply payments received with respect to any Pool Assets;




          (ii) Reverse and return insufficient funds checks;




          (iii) Pay (A) participation payments to participants in Loans, as and when received; and (B)
tax and insurance bills on Pool Assets as they come due, out of escrow funds maintained for
purposes;




          (iv) Maintain accurate records reflecting (A) the payment history of Pool Assets, with updated
information received concerning changes in the address or identity of the obligors and (B) usage of
data processing equipment and employee services with respect to servicing duties;




          (v) Send billing statements to obligors on Pool Assets to the extent that such statements were
sent by the Failed Bank;




          (vi) Send notices to obligors who are in default on Loans (in the same manner as the Failed
Bank);




          (vii) Send to the Receiver, Attn: Managing Liquidator, at the address provided in Section 13.7
of the Agreement, or to such other person at such address as the
Receiver may designate, via
overnight delivery: (A) on a weekly basis, weekly reports for the Pool Assets, including, without
limitation, reports reflecting collections and the trial balances, transaction journals and loan
histories for Pool Assets having activity, together with copies of (1) checks received, (2)
insufficient funds checks returned, (3) checks for payment to participants or for taxes and
insurance, (4) pay-off requests, (5) notices to defaulted obligors, and (6) data processing and
employee logs and (B) any other reports, copies or information as may be periodically or from time
to time requested;




          (viii) Remit on a weekly basis to the Receiver, Attn: Division of Finance, Cashier Unit,
Operations, at the address in (vii), via wire transfer to the account designated by the
Receiver, or to such other person at such address and/or account as the Receiver may designate, all
payments received on Pool Assets managed by the Assuming Institution or at such time and place and
in such manner as may be directed by the Receiver;




          (ix) prepare and timely file all information reports with appropriate tax authorities, and, if
required by the Receiver, prepare and file tax returns and pay taxes due on or before the due date,
relating to the Pool Assets; and




          (x) provide and furnish such other services, operations or functions as may be required with
regard to Pool Assets, including, without limitation, as may be required with regard to any
business, enterprise or agreement which is a Pool Asset, all as may be required by the Receiver.



Notwithstanding anything to the contrary in this Section, the Assuming Institution shall not be
required to initiate litigation or other collection proceedings against any obligor or any
collateral with respect to any




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






58









 





defaulted Loan. The Assuming Institution shall promptly notify the Receiver, at the address
provided above in subparagraph (a)(vii), of any claims or legal actions regarding any Pool Asset.




     (b) The Receiver agrees to reimburse the Assuming Institution for actual, reasonable and
necessary expenses incurred in connection with the performance of duties pursuant to this
Arrangement, including expenses of photocopying, postage and express mail, and data processing and
employee services (based upon the number of hours spent performing servicing duties).



     (c) The Assuming Bank shall provide the services described herein for a period of up to three
hundred sixty-five (365) days after Bank Closing.



     (d) At any time during the term of this Arrangement, the Receiver may, upon written notice to
the Assuming Institution, remove one or more Pool Assets from the Pool, at which time the Assuming
Institution’s responsibility with respect thereto shall terminate.



     (e) At the expiration of this Agreement or upon the termination of the Assuming Institution’s
responsibility with respect to any Pool Asset pursuant to paragraph (d) hereof, the Assuming
Institution shall:



          (i) deliver to the Receiver (or its designee) all of the Credit Documents and Pool Records
relating to the Pool Assets; and




          (ii) cooperate with the Receiver to facilitate the orderly transition of managing the Pool
Assets to the Receiver (or its designee).




     (f) At the request of the Receiver, the Assuming Institution shall perform such transitional
services with regard to the Pool Assets as the Receiver may request. Transitional services may
include, without limitation, assisting in any due diligence process deemed necessary by the
Receiver and providing to the Receiver or its designee(s) (x) information and data regarding the
Pool Assets, including, without limitation, system reports and data downloads sufficient to
transfer the Pool Assets to another system or systems, and (y) access to employees of the Assuming
Institution involved in the management of, or otherwise familiar with, the Pool Assets.



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






59









 






EXHIBIT 4.15A




SINGLE FAMILY SHARED-LOSS AGREEMENT



     This agreement for the reimbursement of loss sharing on certain single family residential
mortgage loans (the “Single Family Shared-Loss Agreement”) shall apply when the Assuming
Institution purchases Single Family Shared-Loss Loans as that term is defined herein. The terms
hereof shall modify and supplement, as necessary, the terms of the Purchase and Assumption
Agreement to which this Single Family Shared-Loss Agreement is attached as Exhibit 4.15A and
incorporated therein. To the extent any inconsistencies may arise between the terms of the Purchase
and Assumption Agreement and this Single Family Shared-Loss Agreement with respect to the subject
matter of this Single Family Shared-Loss Agreement, the terms of this Single Family Shared-Loss
Agreement shall control. References in this Single Family Shared-Loss Agreement to a particular
Section shall be deemed to refer to a Section in this Single Family Shared-Loss Agreement, unless
the context indicates that it is intended to be a reference to a Section of the Purchase and
Assumption Agreement.



ARTICLE I — DEFINITIONS



The capitalized terms used in this Single Family Shared-Loss Agreement that are not defined in this
Single Family Shared-Loss Agreement are defined in the Purchase and Assumption Agreement. In
addition to the terms defined above, defined below are certain additional terms relating to
loss-sharing, as used in this Single Family Shared-Loss Agreement.




          “Accounting Records” means the subsidiary system of record on which the loan history
and balance of each Single Family Shared-Loss Loan is maintained; individual loan files containing
either an original or copies of documents that are customary and reasonable with respect to loan
servicing, including management and disposition of Other Real Estate; the records documenting
alternatives considered with respect to loans in default or for which a default is reasonably
foreseeable; records of loss calculations and supporting documentation with respect to line items
on the loss calculations; and, monthly delinquency reports and other performance reports
customarily utilized by the Assuming Institution in management of loan portfolios.




          “Accrued Interest” means, with respect to Single Family Shared-Loss Loans, the amount
of earned and unpaid interest at the note rate specified in the applicable loan documents, limited
to 90 days.




          “Affiliate” shall have the meaning set forth in the Purchase and Assumption Agreement;
provided, that, for purposes of this Single Family Shared-Loss Agreement, no Third
Party Servicer shall be deemed to be an Affiliate of the Assuming Institution.




          “Applicable Percentage” means, the percentage of shared-loss the Receiver will incur
with respect to this Single Family Shared-Loss Agreement, which is eighty percent (80%), until the
Cumulative Loss Amount equals the SF1-4 Intrinsic Loss Estimate, and eighty percent (80%)
thereafter.




          “Commencement Date” means the first calendar day following the Bank Closing.




          “Commercial Shared-Loss Agreement” means the Commercial Shared-Loss Agreement attached
to the Purchase and Assumption Agreement as Exhibit 4.15B.




          “Cumulative Loss Amount” means the sum of all Monthly Loss Amounts less the sum of all
Recovery Amounts.




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






60









 






          “Customary Servicing Procedures” means procedures (including collection procedures)
that the Assuming Institution (or, to the extent a Third Party Servicer is engaged, the Third Party
Servicer) customarily employs and exercises in servicing and administering mortgage loans for its
own accounts and the servicing procedures established by FNMA or FHLMC (as in effect from time to
time), which are in accordance with accepted mortgage servicing practices of prudent lending
institutions.




          “Deficient Loss” means the determination by a court in a bankruptcy proceeding that
the value of the collateral is less than the amount of the loan in which case the loss will be the
difference between the then unpaid principal balance (or the NPV of a modified loan that defaults)
and the value of the collateral so established.




          “Examination Criteria” means the loan classification criteria employed by, or any
applicable regulations of, the Assuming Institution’s Chartering Authority at the time such action
is taken, as such criteria may be amended from time to time.




          “Final Shared-Loss Month” means the calendar month in which the tenth anniversary of
the Commencement Date occurs.




          “Foreclosure Loss” means the loss realized when the Assuming Institution has completed
the foreclosure on a Single Family Shared-Loss Loan and realized final recovery on the collateral
through liquidation and recovery of all insurance proceeds. Each Foreclosure Loss shall be
calculated in accordance with the form and methodology specified in Exhibits 2c(1)-(3).




          “Holding Company” means any company owning Shares of the Assuming Institution that is
a holding company pursuant to the Bank Holding Company Act Of 1956, 12 U.S.C. 1841 et seq. or the
Home Owner’s Loan Act, 12 U.S.C. 1461 et seq.




          “Home Equity Loan” means a loan or funded or unfunded portions of a line of credit
secured by a mortgage on a one-to four-family residences or stock of cooperative housing
association, where the Failed Bank did not have a first lien on the same property as collateral.




          “Investor-Owned Residential Loan” means a Loan, excluding advances made pursuant to a
Home Equity Loan, that is secured by a mortgage on a one- to four family residences or stock of
cooperative housing associations that is not owner-occupied or the borrower’s primary residence.




          “Loss” means a Foreclosure Loss, Restructuring Loss, Short Sale Loss, Portfolio Loss,
Modification Default Loss or Deficient Loss.




          “Loss Amount” means the dollar amount of loss incurred and reported on the Monthly
Certificate for a Shared-Loss Loan.




          “Modification Default Loss” means the loss calculated in Exhibits 2a(1)-(3) for single
family loans previously modified pursuant to this Single Family Shared-Loss Agreement that
subsequently default and result in a foreclosure, short sale or Deficient Loss.




          “Modification Guidelines” has the meaning provided in Section 2.1(a) of this Single
Family Shared-Loss Agreement.




          “Monthly Certificate” has the meaning provided in Section 2.1(b) of this Single Family
Shared-Loss Agreement.




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






61









 






          “Monthly Loss Amount” means the sum of all Foreclosure Losses, Restructuring Losses,
Short Sale Losses, Portfolio Losses, Modification Default Losses and Deficient Losses realized by
the Assuming Institution for any Shared Loss Month.




          “Monthly Shared-Loss Amount” means the change in the Cumulative Shared-Loss Amount
from the beginning of each month to the end of each month.




          “Net Loss Amount” means the sum of Cumulative Loss Amounts under this Single Family
Shared-Loss Agreement and Aggregate Net Charge-Offs under the Commercial Shared-Loss Agreement.




          “Neutral Member” has the meaning provided in Section 2. 1(f)(ii) of this Single Family
Shared-Loss Agreement.




          “Portfolio Loss” means the loss realized on either (i) a portfolio sale of Single
Family Shared-Loss Loans in accordance with the terms of Article IVor (ii) the sale of a loan with
the consent of the Receiver as provided in Section 2.7.




          “Recovery Amount” means, with respect to any period prior to the Termination Date, the
amount of collected funds received by the Assuming Institution that (i) are applicable against a
Foreclosure Loss calculated in accordance with Exhibits 2c(1)-(3), or (iii) gains realized from a
Section 4.1 sale of Single Family Shared-Loss Loans for which the Assuming Institution has
previously received a Restructuring Loss payment from the Receiver (iv) or any incentive payments
from national programs paid to an investor or borrower on loans that have been modified or
otherwise treated (short sale or foreclosure) in accordance with Exhibit 5.




          “Related Loans” has the meaning set forth in Section 3.1.




          “Restructuring Loss” means the loss on a modified or restructured loan measured by the
difference between (a) the principal, Accrued Interest, tax and insurance advances, third party or
other fees due on a loan prior to the modification or restructuring, and (b) the net present value
of estimated cash flows on the modified or restructured loan, discounted at the Then-Current
Interest Rate. Each Restructuring Loss shall be calculated in accordance with the form and
methodology attached as Exhibits 2a(1)-(3), as applicable.




          “Restructured Loan” means a Single Family Shared-Loss Loan for which the Assuming
Institution has received a Restructuring Loss payment from the Receiver. This applies to owner
occupied and investor owned residences.




          “Servicing Officer” has the meaning provided in Section 2.1(b) of this Single Family
Shared-Loss Agreement.




          “SF14 Intrinsic Loss Estimate” means total losses under this Single Family Shared-Loss
Agreement in the amount of three million dollars ($3,000,000.00).




          “Shared Loss Loan” means a Single Family Shared-Loss Loan, Investor-Owned Residential
Loan, Restructured Loan or Home Equity Loan, and any Commitment with respect to those loans.




          “Shared-Loss Month” means each calendar month between the Commencement Date and the
last day of the month in which the tenth anniversary of the Commencement Date occurs, provided




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






62









 





that, the first Shared-Loss Month shall begin on the Commencement Date and end on the last day
of that month.




          “Shares” means common stock and any instrument which by its terms is currently
convertible into common stock, or which may become convertible into common stock.




          “Short-Sale Loss” means the loss resulting from the Assuming Institution’s agreement
with the mortgagor to accept a payoff in an amount less than the balance due on the loan (including
the costs of any cash incentives to borrower to agree to such sale or to maintain the property
pending such sale), further provided, that each Short-Sale Loss shall be calculated
in accordance with the form and methodology specified in Exhibits 2b(1)-(3).




          “Single Family Shared-Loss Loan” means a single family one-to-four owner-occupied
residential mortgage loan, excluding Home Equity Loans, that is secured by a mortgage on a one-to
four family residence or stock of a cooperative housing association.




          “Termination Date” means the last day of the Final Shared-Loss Month.




          “Then-Current Interest Rate” means the most recently published Freddie Mac survey rate
for 30-year fixed-rate loans for Investor-Owned Loans or such other interest rate approved by the
Receiver.




          “Third Party Servicer” means any servicer appointed from time to time by the Assuming
Institution or any Affiliate of the Assuming Institution to service the Shared-Loss Loans on behalf
of the Assuming Institution, the identity of which shall be given to the Receiver prior to or
concurrent with the appointment thereof.




          “Total Intrinsic Loss Estimate” means the sum of the SF1-4 Intrinsic Loss Estimate in
the Single Family Shared-Loss Agreement, and the Commercial Intrinsic Loss Estimate in the
Commercial Shared-Loss Agreement, expressed in dollars.




ARTICLE II — SHARED-LOSS ARRANGEMENT





	 	 	 	2.1 Shared-Loss Arrangement.





          (a) Loss Mitigation and Consideration of Alternatives.




          (i) For each Single Family Shared-Loss Loan in default or for which a default is reasonably
foreseeable, the Assuming Institution shall undertake reasonable and customary loss mitigation
efforts, in accordance with any of the following programs selected by Assuming Institution in its
sole discretion, Exhibit 5 (FDIC Mortgage Loan Modification Program), the United States Treasury’s
Home Affordable Modification Program Guidelines or any other modification program approved by the
United States Treasury Department, the Corporation, the Board of Governors of the Federal Reserve
System or any other governmental agency (it being understood that the Assuming Institution can
select different programs for the various Single Family Shared-Loss Loans) (such program chosen,
the “Modification Guidelines”). After selecting the applicable Modification Guideline for each such
Single Family Shared-Loss Loan, the Assuming Institution shall document its consideration of
foreclosure, loan restructuring under the applicable Modification Guideline chosen, and short-sale
(if short-sale is a viable option) alternatives and shall select the alternative the Assuming
Institution believes, based on its estimated calculations, will result in the least Loss. If
unemployment or underemployment is the primary cause for default or for which a default is
reasonably foreseeable, the Assuming Institution may consider




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






63









 





the borrower for a temporary forbearance plan which reduces the loan payment to an affordable
level for at least six (6) months.




          (ii) Losses on Home Equity Loans shall be shared under the charge-off policies of the Assuming
Institution’s Examination Criteria as if they were Single Family Shared-Loss Loans.




          (iii) Losses on Investor-Owned Residential Loans shall be treated as Restructured Loans, and
with the consent of the Receiver can be restructured under terms separate from the Exhibit 5
standards. Please refer to Exhibits 2(a)(1)-(2) for guidance in Calculation of Loss for
Restructured Loans. Losses on Investor-Owned Residential Loans will be treated as if they were
Single Family Shared-Loss Loans.




          (iv) The Assuming Institution shall retain its loss calculations for the Shared Loss Loans and
such calculations shall be provided to the Receiver upon request. For the avoidance of doubt and
notwithstanding anything herein to the contrary, (x) the Assuming Institution is not required to
modify or restructure any Shared-Loss Loan on more than one occasion and (y) the Assuming
Institution is not required to consider any alternatives with respect to any Shared-Loss Loan in
the process of foreclosure as of the Bank Closing if the Assuming Institution can document that a
loan modification is not cost effective and shall be entitled to continue such foreclosure measures
and recover the Foreclosure Loss as provided herein, and (z) the Assuming Institution shall have a
transition period of up to 90 days after Bank Closing to implement the Modification Guidelines,
during which time, the Assuming Institution may submit claims under such guidelines as may be in
place at the Failed Bank.




          (b) Monthly Certificates.




          Not later than fifteen (15) days after the end of each Shared-Loss Month, beginning with the
month in which the Commencement Date occurs and ending in the Final Shared-Loss Month, the Assuming
Institution shall deliver to the Receiver a certificate, signed by an officer of the Assuming
Institution involved in, or responsible for, the administration and servicing of the Shared-Loss
Loans whose name appears on a list of servicing officers furnished by the Assuming Institution to
the Receiver, (a “Servicing Officer”) setting forth in such form and detail as the Receiver may
reasonably specify (a “Monthly Certificate”):





	 	(i)	 	(A) a schedule substantially in the form of Exhibit 1 listing:






(i) each Shared-Loss Loan for which a Loss Amount (calculated in accordance
with the applicable Exhibit) is being claimed, the related Loss Amount for
each Shared-Loss Loan, and the total Monthly Loss Amount for all Shared-Loss
Loans;




(ii) each Shared-Loss Loan for which a Recovery Amount was received, the
Recovery Amount for each Shared-Loss Loan, and the total Recovery Amount for
all Shared-Loss Loans;




(iii) the total Monthly Loss Amount for all Shared-Loss Loans minus the
total monthly Recovery Amount for all Shared-Loss Loans;




(iv) the Cumulative Loss Amount as of the beginning and end of the month;




(v) the Monthly Shared Loss Amount;



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






64









 







(vi) the result obtained in (v) times the Applicable Percentage, which is
the amount to be paid under Section 2.1(d) of this Single Family Shared-Loss
Agreement by the Receiver to the Assuming Institution if the amount is a
positive number, or by the Assuming Institution to the Receiver if the
amount is a negative number;




	 	(ii)	 	for each of the Shared-Loss Loans for which a Loss is claimed
for that Shared-Loss Month, a schedule showing the calculation of the Loss
Amount using the form and methodology shown in Exhibits 2a(1)-(3), Exhibit 2b,
or Exhibits 2c(1)-(2), as applicable.
	 
	 	(iii)	 	For each of the Restructured Loans where a gain or loss is
realized in a sale under Section 4.1 or 4.2, a schedule showing the calculation
using the form and methodology shown in Exhibits 2d(1)-(2).
	 
	 	(iv)	 	a portfolio performance and summary schedule substantially in
the form shown in Exhibit 3.





          (c) Monthly Data Download. Not later than fifteen (15) days after the end of each
month, beginning with the month in which the Commencement Date occurs and ending with the Final
Shared-Loss Month, Assuming Institution shall provide Receiver:





(i) the servicing file in machine-readable format including but not limited to the
fields shown on Exhibit 2.1(c) for each outstanding Single Family Shared-Loss Loan,
as applicable; and




(ii) an Excel file for ORE held as a result of foreclosure on a Single Family
Shared-Loss Loan listing:




(A) Foreclosure date




(B) Unpaid loan principal balance




(C) Appraised value or BPO value, as applicable




(D) Projected liquidation date



     Notwithstanding the foregoing, the Assuming Institution shall not be required to provide any
of the foregoing information to the extent it is unable to do so as a result of the Failed Bank’s
or Receiver’s failure to provide information required to produce the information set forth in this
Section 2.1(c); provided, that the Assuming Institution shall, consistent with Customary
Servicing Procedures seek to produce any such missing information or improve any inaccurate
information previously provided to it.



          (d) Payments With Respect to Shared-Loss Assets. Not later than fifteen (15) days
after the date on which the Receiver receives the Monthly Certificate, the Receiver shall pay to
the Assuming Institution, in immediately available funds, an amount equal to the Applicable
Percentage of the Monthly Shared-Loss Amount reported on the Monthly Certificate. If the total
Monthly Shared-Loss Amount reported on the Monthly Certificate is a negative number, the Assuming
Institution shall pay to the Receiver in immediately available funds the Applicable Percentage of
that amount.




          (e) Limitations on Shared-Loss Payment. The Receiver shall not be required to make any
payments pursuant to Section 2.1(d) with respect to any Foreclosure Loss, Restructuring Loss, Short
Sale Loss, Deficient Loss, or Portfolio Loss that the Receiver determines, based upon the criteria
set forth in this Single Family Shared-Loss Agreement (including the analysis and documentation




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






65









 





requirements of Section 2.1(a)) or Customary Servicing Procedures, should not have been
effected by the Assuming Institution; provided, however, (x) the Receiver must provide notice to
the Assuming Institution detailing the grounds for not making such payment, (y) the Receiver must
provide the Assuming Institution with a reasonable opportunity to cure any such deficiency and (z)
(1) to the extent curable, if cured, the Receiver shall make payment with respect to the properly
effected Loss, and (2) to the extent not curable, shall not constitute grounds for the Receiver to
withhold payment as to all other Losses (or portion of Losses) that are properly payable pursuant
to the terms of this Single Family Shared-Loss Agreement. In the event that the Receiver does not
make any payment with respect to Losses claimed pursuant to Section 2.1(d), the Receiver and
Assuming Institution shall, upon final resolution, make the necessary adjustments to the Monthly
Shared-Loss Amount for that Monthly Certificate and the payment pursuant to Section 2.1(d) above
shall be adjusted accordingly.




          (f) Payments by Wire-Transfer. All payments under this Single Family Shared-Loss
Agreement shall be made by wire-transfer in accordance with the wire-transfer instructions on
Exhibit 4.




          (g) Payment in the Event Losses Fail to Reach Expected Level. If the asset premium
(discount) bid is less than negative five per cent [(5%)], then on the date that is 45 days
following the last day (such day, the “True-Up Measurement Date”) of the calendar month in which
the tenth anniversary of the calendar day following the Bank Closing occurs, or upon the final
disposition of all Shared Loss Assets under this Single Family Shared-Loss Agreement at any time
after the termination of the Commercial Shared-Loss Agreement, the Assuming Institution shall pay
to the Receiver fifty percent (50%) of any positive amount resulting from the following
calculation:





	 	 	A – (B + C + D), where
	 
	 	 	A equals 20% of the Total Intrinsic Loss Estimate;
	 
	 	 	B equals 20% of the Net Loss Amount;
	 
	 	 	C equals 25% of the asset premium (discount) bid, expressed in dollars, of total Shared Loss
Assets on Schedules 4.15A and 4.15B at Bank Closing; and
	 
	 	 	D equals 3.5% of total Shared Loss Assets on Schedules 4.15A and 4.15B at Bank Closing.




The Assuming Institution shall deliver to the Receiver not later than 30 days following the True-Up
Measurement Date, a schedule, signed by an officer of the Assuming Institution, setting forth in
reasonable detail the foregoing calculation, including the calculation of the Net Loss Amount.




          (h) Payments as Administrative Expenses. Payments from the Receiver with respect to
this Single Family Shared-Loss Agreement are administrative expenses of the Receiver. To the extent
the Receiver needs funds for shared-loss payments respect to this Single Family Shared-Loss
Agreement, the Receiver shall request funds under the Master Loan and Security Agreement, as
amended (“MLSA”), from FDIC in its corporate capacity. The Receiver will not agree to any amendment
of the MLSA that would prevent the Receiver from drawing on the MLSA to fund shared-loss payments.




     2.2 Auditor Report: Right to Audit.



          (a) Within the time period permitted for the examination audit pursuant to 12 CFR Section 363
after the end of each fiscal year during which the Receiver makes any payment to the Assuming
Institution under this Single Family Shared-Loss Agreement, the Assuming Institution shall




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






66









 





deliver to the Receiver a report signed by its independent public accountants stating that
they have reviewed the terms of this Single Family Shared-Loss Agreement and that, in the course of
their annual audit of the Assuming Institution’s books and records, nothing has come to their
attention suggesting that any computations required to be made by the Assuming Institution during
such fiscal year pursuant to this Article II were not made by the Assuming Institution in
accordance herewith. In the event that the Assuming Institution cannot comply with the preceding
sentence, it shall promptly submit to the Receiver corrected computations together with a report
signed by its independent public accountants stating that, after giving effect to such corrected
computations, nothing has come to their attention suggesting that any computations required to be
made by the Assuming Institution during such year pursuant to this Article II were not made by the
Assuming Institution in accordance herewith. In such event, the Assuming Institution and the
Receiver shall make all such accounting adjustments and payments as may be necessary to give effect
to each correction reflected in such corrected computations, retroactive to the date on which the
corresponding incorrect computation was made.




          (b) The Assuming Institution shall perform on an annual basis an internal audit of its
compliance with the provisions of this Article II and shall provide the Receiver and the
Corporation with copies of the internal audit reports and access to internal audit workpapers
related to such internal audit.




          (c) The Receiver or the FDIC in its corporate capacity (“Corporation”), its contractors and
their employees, and its agents may perform an audit or audits to determine the Assuming
Institution’s compliance with the provisions of this Single Family Shared-Loss Agreement, including
this Article II, by providing not less than ten (10) Business Days’ prior written notice. Assuming
Institution shall provide access to pertinent records and proximate working space in Assuming
Institution’s facilities. The scope and duration of any such audit shall be within the reasonable
discretion of the Receiver or the Corporation, but shall in no event be administered in a manner
that unreasonably interferes with the operation of the Assuming Institution’s business. The
Receiver or the Corporation, as the case may be, shall bear the expense of any such audit. In the
event that any corrections are necessary as a result of such an audit or audits, the Assuming
Institution and the Receiver shall make such accounting adjustments and payments as may be
necessary to give retroactive effect to such corrections.




     2.3 Withholdings. Notwithstanding any other provision in this Article II, the
Receiver, upon the direction of the Director (or designee) of the Federal Deposit Insurance
Corporation’s Division of Resolutions and Receiverships, may withhold payment for any amounts
included in a Monthly Certificate delivered pursuant to Section 2.1, if in its good faith and
reasonable judgment there is a reasonable basis under the requirements of this Single Family
Shared-Loss Agreement for denying the eligibility of an item for which reimbursement or payment is
sought under such Section. In such event, the Receiver shall provide a written notice to the
Assuming Institution detailing the grounds for withholding such payment. At such time as the
Assuming Institution demonstrates to the satisfaction of the Receiver, in its reasonable judgment,
that the grounds for such withholding of payment, or portion of payment, no longer exist or have
been cured, then the Receiver shall pay the Assuming Institution the amount withheld which the
Receiver determines is eligible for payment, within fifteen (15) Business Days.



     2.4 Books and Records. The Assuming Institution shall at all times during the term of
this Single Family Shared-Loss Agreement keep books and records sufficient to ensure and document
compliance with the terms of this Single Family Shared-Loss Agreement, including but not limited to
(a) documentation of alternatives considered with respect to defaulted loans or loans for which
default is reasonably foreseeable, (b) documentation showing the calculation of loss for claims
submitted to the Receiver, (c) retention of documents that support each line item on the loss claim
forms, and (d) documentation with respect to the Recovery Amount on loans for which the Receiver
has made a loss-share payment.



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






67









 






     2.5 Information. The Assuming Institution shall promptly provide to the Receiver such
other information, including but not limited to, financial statements, computations, and bank
policies and procedures, relating to the performance of the provisions of this Single Family
Shared-Loss Agreement, as the Receiver may reasonably request from time to time.



     2.6 Tax Ruling. The Assuming Institution shall not at any time, without the
Receiver’s prior written consent, seek a private letter ruling or other determination from the
Internal Revenue Service or otherwise seek to qualify for any special tax treatment or benefits
associated with any payments made by the Receiver pursuant to this Single Family Shared-Loss
Agreement.



     2.7 Loss of Shared-Loss Coverage on Shared-Loss Loans. The Receiver shall be relieved
of its obligations with respect to a Shared-Loss Loan upon payment of a Foreclosure Loss amount, or
a Short Sale Loss amount with respect to such Single Family Shared-Loss Loan, or upon the sale
without FDIC consent of a Single Family Shared-Loss Loan by Assuming Institution to a person or
entity that is not an Affiliate. The Assuming Institution shall provide the Receiver with timely
notice of any such sale. Failure to administer any Shared-Loss Loan or Loans in accordance with
Article III shall at the discretion of the Receiver constitute grounds for the loss of shared loss
coverage with respect to such Shared-Loss Loan or Loans. Notwithstanding the foregoing, a sale of
the Single Family Shared-Loss Loan, for purposes of this Section 2.7, shall not be deemed to have
occurred as the result of (i) any change in the ownership or control of Assuming Institution or the
transfer of any or all of the Single Family Shared-Loss Loan(s) to any Affiliate of Assuming
Institution, (ii) a merger by Assuming Institution with or into any other entity, or (iii) a sale
by Assuming Institution of all or substantially all of its assets.



ARTICLE III — RULES REGARDING THE ADMINISTRATION OF

SHARED-LOSS LOANS




     3.1 Agreement with Respect to Administration. The Assuming Institution shall (and
shall cause any of its Affiliates to which the Assuming Institution transfers any Shared-Loss Loans
to) manage, administer, and collect the Shared-Loss Loans while owned by the Assuming Institution
or any Affiliate thereof during the term of this Single Family Shared-Loss Agreement in accordance
with the rules set forth in this Article III. The Assuming Institution shall be responsible to the
Receiver in the performance of its duties hereunder and shall provide to the Receiver such reports
as the Receiver reasonably deems advisable, including but not limited to the reports required by
Sections 2.1, 2.2 and 3.3 hereof, and shall permit the Receiver to monitor the Assuming
Institution’s performance of its duties hereunder.



     3.2 Duties of the Assuming Institution.



          (a) In the performance of its duties under this Article III, the Assuming Institution shall:





(i) manage and administer each Shared-Loss Loan in accordance with Assuming
Institution’s usual and prudent business and banking practices and Customary
Servicing Procedures;




(ii) exercise its best business judgment in managing, administering and collecting
amounts owed on the Shared-Loss Loans;




(iii) use commercially reasonable efforts to maximize Recoveries with respect to
Losses on Shared-Loss Loans without regard to the effect of maximizing collections
on assets held by the Assuming Institution or any of its Affiliates that are not
Shared-Loss Loans;



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






68









 







(iv) retain sufficient staff (in Assuming Institution’s discretion) to perform its
duties hereunder; and




(v) other than as provided in Section 2.1(a), comply with the terms of the
Modification Guidelines for any Single Family Shared-Loss Loans meeting the
requirements set forth therein. For the avoidance of doubt, the Assuming Institution
may propose exceptions to Exhibit 5 (the FDIC Loan Modification Program) for a group
of Loans with similar characteristics, with the objectives of (1) minimizing the
loss to the Assuming Institution and the FDIC and (2) maximizing the opportunity for
qualified homeowners to remain in their homes with affordable mortgage payments.



          (b) Any transaction with or between any Affiliate of the Assuming Institution with respect to
any Shared-Loss Loan including, without limitation, the execution of any contract pursuant to which
any Affiliate of the Assuming Institution will manage, administer or collect any of the Shared-Loss
Loans will be provided to FDIC for informational purposes and if such transaction is not entered
into on an arm’s length basis on commercially reasonable terms such transaction shall be subject to
the prior written approval of the Receiver.




     3.3 Shared-Loss Asset Records and Reports. The Assuming Institution shall establish
and maintain such records as may be appropriate to account for the Single Family Shared-Loss Loans
in such form and detail as the Receiver may reasonably require, and to enable the Assuming
Institution to prepare and deliver to the Receiver such reports as the Receiver may from time to
time request regarding the Single Family Shared-Loss Loans and the Monthly Certificates required by
Section 2.1 of this Single Family Shared-Loss Agreement.



     3.4 Related Loans.



     (a) Assuming Institution shall use its best efforts to determine which loans are “Related
Loans,” as hereinafter defined. The Assuming Institution shall not manage, administer or collect
any “Related Loan” in any manner that would have the effect of increasing the amount of any
collections with respect to the Related Loan to the detriment of the Shared-Loss Loan to which such
loan is related. A “Related Loan” means any loan or extension of credit to an Obligor of a
Shared-Loss Loan held by the Assuming Institution at any time on or prior to the end of the Final
Shared-Loss Month.



     (b) The Assuming Institution shall prepare and deliver to the Receiver with the Monthly
Certificates for the calendar months ending June 30 and December 31, a schedule of all Related
Loans on the Accounting Records of the Assuming Institution as of the end of each such semi-annual
period.



     3.5 Legal Action; Utilization of Special Receivership Powers. The Assuming
Institution shall notify the Receiver in writing (such notice to be given in accordance with
Article V below and to include all relevant details) prior to utilizing in any legal action any
special legal power or right which the Assuming Institution derives as a result of having acquired
an asset from the Receiver, and the Assuming Institution shall not utilize any such power unless
the Receiver shall have consented in writing to the proposed usage. The Receiver shall have the
right to direct such proposed usage by the Assuming Institution and the Assuming Institution shall
comply in all respects with such direction. Upon request of the Receiver, the Assuming Institution
will advise the Receiver as to the status of any such legal action. The Assuming Institution shall
immediately notify the Receiver of any judgment in litigation involving any of the aforesaid
special powers or rights.



     3.6 Third Party Servicer. The Assuming Institution may perform any of its obligations
and/or exercise any of its rights under this Single Family Shared-Loss Agreement through or by one
or



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






69









 





more Third Party Servicers, who may take actions and make expenditures as if any such Third
Party Servicer was the Assuming Institution hereunder (and, for the avoidance of doubt, such
expenses incurred by any such Third Party Servicer on behalf of the Assuming Institution shall be
included in calculating Losses to the extent such expenses would be included in such calculation if
the expenses were incurred by Assuming Institution); provided, however, that the use thereof by the
Assuming Institution shall not release the Assuming Institution of any obligation or liability
hereunder.




ARTICLE IV — PORTFOLIO SALE




     4.1 Assuming Institution Portfolio Sales of Remaining Shared-Loss Loans. The Assuming
Institution shall have the right, with the consent of the Receiver, to liquidate for cash
consideration, from time to time in one or more transactions, all or a portion of Shared-Loss Loans
held by the Assuming Institution at any time prior to the Termination Date (“Portfolio Sales”). If
the Assuming Institution exercises its option under this Section 4.1, it must give sixty (60) 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 Institution’s affiliates, contractors, or any affiliates of the Assuming Institution’s
contractors. Sales of Restructured Loans shall be sold in a separate pool from Shared-Loss Loans
that have not been restructured. Other proposals for the sale of a Shared-Loss Loan or Shared-Loss
Loans submitted by the Assuming Institution will be considered by the Receiver on a case-by-case
basis.



     4.2 Assuming Institution’s Liquidation of Remaining Shared-Loss Loans. In the event
that the Assuming Institution does not conduct a Portfolio Sale pursuant to Section 4.1, the
Receiver shall have the right, exercisable in its sole and absolute discretion, to require the
Assuming Institution to liquidate for cash consideration, any Shared-Loss Loans held by the
Assuming Institution at any time after the date that is six months prior to the Termination Date.
If the Receiver exercises its option under this Section 4.2, it must give notice in writing to the
Assuming Institution, setting forth the time period within which the Assuming Institution shall be
required to liquidate the Shared-Loss Loans. The Assuming Institution will comply with the
Receiver’s notice and must liquidate the Shared-Loss Loans as soon as reasonably practicable by
means of sealed bid sales to third parties, not including any of the Assuming Institution’s
affiliates, contractors, or any affiliates of the Assuming Institution’s contractors. The selection
of any financial advisor or other third party broker or sales agent retained for the liquidation of
the remaining Shared-Loss Loans pursuant to this Section shall be subject to the prior approval of
the Receiver, such approval not to be unreasonably withheld, delayed or conditioned.



     4.3 Calculation of Sale Gain or Loss. For Shared-Loss Loans that are not Restructured
Loans, gain or loss on the sales under Section 4.1 or Section 4.2 will be calculated as the sale
price received by the Assuming Institution less the unpaid principal balance of the remaining
Shared-Loss Loans. For any Restructured Loan included in the sale gain or loss on sale will be
calculated as (a) the sale price received by the Assuming Institution less (b) the net present
value of estimated cash flows on the Restructured Loan that was used in the calculation of the
related Restructuring Loss plus (c) Loan principal payments collected by the Assuming Institution
from the date the Loan was restructured to the date of sale. (See Exhibits 2d(1)-(2) for example
calculations).



ARTICLE V — LOSS-SHARING NOTICES GIVEN TO RECEIVER AND PURCHASER




     All notices, demands and other communications hereunder shall be in writing and shall be
delivered by hand, or overnight courier, receipt requested, addressed to the parties as follows:



	 	 	 

	If to Receiver, to:

	 	Federal Deposit Insurance Corporation as Receiver for Peninsula Bank






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






70









 






	 	 	 

	 

	 	Division of Resolutions and Receiverships
	 

	 	550 17th Street, N.W.
	 

	 	Washington, D.C. 20429
	 

	 	Attention: Ralph Malami, Manager, Capital Markets
	 
	 	 
	with a copy to:

	 	Federal Deposit Insurance Corporation
	 

	 	as Receiver for Peninsula Bank
	 

	 	Room E7056
	 

	 	3501 Fairfax Drive
	 

	 	Arlington, VA 22226
	 

	 	Attn: Special Issues Unit
	 
	 	 
	With
respect to a notice under Section 3.5 of this Single Family
Shared-Loss Agreement, copies of such notice shall be sent to:

	 
	 	 
	 

	 	Federal Deposit Insurance Corporation
	 

	 	Legal Division
	 

	 	7777 Baymeadows Way West
	 

	 	Jacksonville, Florida 32256
	 

	 	Attention: Managing Counsel
	 
	 	 
	If to Assuming Institution, to:
	 	 
	 
	 	 
	 

	 	Premier American Bank, National Association
	 

	 	5301 Blue Lagoon Drive, Suite 200
	 

	 	Miami, Florida 33126
	 

	 	Attention: Daniel M. Healy





Such Persons and addresses may be changed from time to time by notice given pursuant to the
provisions of this Article V. Any notice, demand or other communication delivered pursuant to the
provisions of this Article V shall be deemed to have been given on the date actually received.




ARTICLE VI — MISCELLANEOUS




     6.1 Expenses. Except as otherwise expressly provided herein, all costs and expenses
incurred by or on behalf of a party hereto in connection with this Single Family Shared-Loss
Agreement shall be borne by such party whether or not the transactions contemplated herein shall be
consummated.



     6.2 Successors and Assigns; Specific Performance. This Single Family Shared-Loss
Agreement, and all of the terms and provisions hereof shall be binding upon and shall inure to the
benefit of the parties hereto and their respective permitted successors and assigns only. The
Receiver may assign or otherwise transfer this Single Family Shared-Loss Agreement and the rights
and obligations of the Receiver hereunder (in whole or in part) to the Federal Deposit Insurance
Corporation in its corporate capacity without the consent of Assuming Institution. Notwithstanding
anything to the contrary contained in this Single Family Shared-Loss Agreement, except as is
expressly permitted in this Section 6.2, the Assuming Institution may not assign or otherwise
transfer this Single Family Shared-Loss Agreement or any of the Assuming Institution’s rights or
obligations hereunder (in whole or in part), or sell or transfer of any subsidiary of the Assuming
Institution holding title to Shared-Loss Assets or Shared-Loss Securities, without the prior
written consent of the Receiver, which consent may be granted or withheld by the Receiver in its
sole and absolute discretion. An assignment or transfer of this Single Family Shared-Loss Agreement
includes:



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






71









 






     (i) a merger or consolidation of the Assuming Institution with or into another company, if the
shareholders of the Assuming Institution will own less than sixty-six
and two/thirds percent (66.66 %) of the equity of the consolidated entity;



     (ii) a merger or consolidation of the Assuming Institution’s Holding Company with or into
another company, if the shareholders of the Holding Company will own less than sixty-six and
two/thirds percent (66.66 %) of the equity of the consolidated entity;



     (iii) the sale of all or substantially all of the assets of the Assuming Institution to
another company or person; or



     (iv) a sale of shares by any one or more shareholders that will effect a change in control of
the Assuming Institution, as determined by the Receiver with reference to the standards set forth
in the Change in Bank Control Act, 12 U.S.C. 1817(j).


For the avoidance of doubt, any transaction under this Section 6.2 that requires the Receiver’s
consent that is made without consent of the Receiver hereunder will relieve the Receiver of any of
its obligations under this Single Family Shared-Loss Agreement.



No Loss shall be recognized under this Single Family Shared-Loss Agreement as a result of any
accounting adjustments that are made due to or as a result of any assignment or transfer of this
Single Family Shared-Loss Agreement or any merger, consolidation, sale or other transaction to
which the Assuming Institution, its Holding Company or any Affiliate is a party, regardless of
whether the Receiver consents to such assignment or transfer in connection with such transaction
pursuant to this Section 6.2.




     6.3 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE,
ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF
OR RELATING TO OR IN CONNECTION WITH THIS SINGLE FAMILY SHARED-LOSS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY.



     6.4 No Third Party Beneficiary. This Single Family Shared-Loss Agreement and the
Exhibits hereto are for the sole and exclusive benefit of the parties hereto and their respective
permitted successors and permitted assigns and there shall be no other third party beneficiaries,
and nothing in this Single Family Shared-Loss Agreement or the Exhibits shall be construed to grant
to any other Person any right, remedy or Claim under or in respect of this Single Family
Shared-Loss Agreement or any provision hereof.



     6.5 Consent. Except as otherwise provided herein, when the consent of a party is
required herein, such consent shall not be unreasonably withheld or delayed.



     6.6. Rights Cumulative. Except as otherwise expressly provided herein, the rights of
each of the parties under this Single Family Shared-Loss Agreement are cumulative, may be exercised
as often as any party considers appropriate and are in addition to each such party’s rights under
the Purchase and Sale Agreement and any of the related agreements or under law. Except as otherwise
expressly provided herein, any failure to exercise or any delay in exercising any of such rights,
or any partial or defective exercise of such rights, shall not operate as a waiver or variation of
that or any other such right.



ARTICLE 7

DISPUTE RESOLUTION




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






72









 






     7.1 Dispute Resolution Procedures.



     (a) In the event a dispute arises about the interpretation, application, calculation of Loss,
or calculation of payments or otherwise with respect to this Single Family Shared-Loss Agreement
(“SF Shared-Loss Dispute Item”), then the Receiver and the Assuming Institution shall make every
attempt in good faith to resolve such items within sixty (60) days following the receipt of a
written description of the SF Shared-Loss Dispute Item, with notification of the possibility of
taking the matter to arbitration (the date on which such 60-day period expires, or any extension of
such period as the parties hereto may mutually agree to in writing, herein called the “Resolution
Deadline Date”). If the Receiver and the Assuming Institution resolve all such items to their
mutual satisfaction by the Resolution Deadline Date, then within thirty (30) days following such
resolution, any payment due as a result of such resolution shall be made arising from the
settlement of the SF Shared-Loss Dispute.



     (b) If the Receiver and the Assuming Institution fail to resolve any outstanding SF
Shared-Loss Dispute Items by the Resolution Deadline Date, then either party may notify the other
of its intent to submit the SF Shared-Loss Dispute Item to arbitration pursuant to the provisions
of this Article VII. Failure of either party to submit pursuant to paragraph (c) hereof any
unresolved SF Shared-Loss Dispute Item to arbitration within thirty (30) days following the
Resolution Deadline Date (the date on which such thirty (30) day period expires is herein called
the “Arbitration Deadline Date”) shall extinguish that party’s right to submit the non-submitted SF
Shared-Loss Dispute Item to arbitration, and constitute a waiver of the submitting party’s right to
dispute such non-submitted SF Shared-Loss Dispute Item (but not a waiver of any similar claim which
may arise in the future).



     (c) If a SF Shared-Loss Dispute Item is submitted to arbitration, it shall be governed by the
rules of the American Arbitration Association (the “AAA”), except as otherwise provided herein.
Either party may submit a matter for arbitration by delivering a notice, prior to the Arbitration
Deadline Date, to the other party in writing setting forth:




(i) A brief description of each SF Shared-Loss Dispute Item submitted for
arbitration;




(ii) A statement of the moving party’s position with respect to each SF Shared-Loss
Dispute Item submitted for arbitration;




(iii) The value sought by the moving party, or other relief requested regarding each
SF Shared-Loss Dispute Item submitted for arbitration, to the extent reasonably
calculable; and




(iv) The name and address of the arbiter selected by the moving party (the “Moving
Arbiter”), who shall be a neutral, as determined by the AAA.



          Failure to adequately include any information above shall not be deemed to be a waiver of the
parties right to arbitrate so long as after notification of such failure the moving party cures
such failure as promptly as reasonably practicable.




     (d) The non-moving party shall, within thirty (30) days following receipt of a notice of
arbitration pursuant to this Section 7.1, deliver a notice to the moving party setting forth:




(i) The name and address of the arbiter selected by the non-moving party (the
“Respondent Arbiter”), who shall be a neutral, as determined by the AAA;



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






73









 








(ii) A statement of the position of the respondent with respect to each Dispute
Item; and




(iii) The ultimate resolution sought by the respondent or other relief, if any, the
respondent deems is due the moving party with respect to each SF Shared-Loss Dispute
Item.



          Failure to adequately include any information above shall not be deemed to be a waiver of the
non-moving party’s right to defend such arbitration so long as after notification of such failure
the non-moving party cures such failure as promptly as reasonably practicable




     (e) The Moving Arbiter and Respondent Arbiter shall select a third arbiter from a list
furnished by the AAA. In accordance with the rules of the AAA, the three (3) arbiters shall
constitute the arbitration panel for resolution of each SF Loss-Share Dispute Item. The concurrence
of any two (2) arbiters shall be deemed to be the decision of the arbiters for all purposes
hereunder. The arbitration shall proceed on such time schedule and in accordance with the Rules of
Commercial Arbitration of the AAA then in effect, as modified by this Section 7.1. The arbitration
proceedings shall take place at such location as the parties thereto may mutually agree, but if
they cannot agree, then they will take place at the offices of the Corporation in Washington, DC,
or Arlington, Virginia.



     (f) The Receiver and Assuming Institution shall facilitate the resolution of each outstanding
SF Shared-Loss Dispute Item by making available in a prompt and timely manner to one another and to
the arbiters for examination and copying, as appropriate, all documents, books, and records under
their respective control and that would be discoverable under the Federal Rules of Civil Procedure.



     (g) The arbiters designated pursuant to subsections (c), (d) and (e) hereof shall select, with
respect to each Dispute Item submitted to arbitration pursuant to this Section 7.1, either (i) the
position and relief submitted by the Assuming Institution with respect to each SF Shared-Loss
Dispute Item, or (ii) the position and relief submitted by the Receiver with respect to each SF
Shared-Loss Dispute Item, in either case as set forth in its respective notice of arbitration. The
arbiters shall have no authority to select a value for each Dispute Item other than the
determination set forth in Section 7.1(c) and Section 7.1(d). The arbitration shall be final,
binding and conclusive on the parties.



     (h) Any amounts ultimately determined to be payable pursuant to such award shall bear interest
at the Settlement Interest Rate from and including the date specified for the arbiters decisions
specified in this Section 7.1, without regard to any extension of the finality of such award, to
but not including the date paid. All payments required to be made under this Section 7.1 shall be
made by wire transfer.



     (i) For the avoidance of doubt, to the extent any notice of a SF Shared-Loss Dispute


Item(s) is provided prior to the Termination Date, the terms of this Single Family Shared-Loss
Agreement shall remain in effect with respect to the Single Family Shared-Loss Loans that are the
subject of such SF Shared-Loss Dispute Item(s) until such time as any such dispute is finally
resolved.



     7.2 Fees and Expenses of Arbiters. The aggregate fees and expenses of the arbiters
shall be borne equally by the parties. The parties shall pay the aggregate fees and expenses within
thirty (30) days after receipt of the written decision of the arbiters (unless the arbiters agree
in writing on some other payment schedule).














	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A

Version 2.06

May 24, 2010	 	Peninsula Bank

Englewood, Florida



74









 





Exhibit 1




Monthly Certificate



SEE FOLLOWING PAGE



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 







75











 





CERTIFICATE




MONTHLY SUMMARY

FOR SINGLE FAMILY ASSETS

FDIC — RECEIVER FOR XXXXXXX BANK



PURCHASE AND ASSUMPTION AGREEMENT DATED: Jan 1, 2009



Shared-Loss Period Ended:                     

(Dollars)



Calculation of Amount Due from (to) FDIC




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FDIC % Share	 	0%	 	 	80%	 	 	 	 	 	 	Total	 
	Carry forward from other types of assets:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1. Cumulative losses from single family pool
	 	 	0	 	 	 	0	 	 	 	 	 	 	 	0	 
	2. Cumulative losses from
securities
	 	 	0	 	 	 	0	 	 	 	 	 	 	 	0	 
	3. Cumulative loss from commercial and other pool
	 	 	0	 	 	 	0	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4. Total cumulative losses at beg of period
	 	 	0	 	 	 	0	 	 	 	 	 	 	 	0	 
	5. Covered single family losses (gains) during period
	 	 	0	 	 	 	0	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6. Cumulative loss at end of period
	 	 	0	 	 	 	0	 	 	 	 	 	 	 	0	 
	FDIC % Share
	 	 	x0	%	 	 	x80	%	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	7. Amount Due from (to) FDIC
	 	 	0 +	 	 	 	0 +	 	 	 	=	 	 	 	—	 
	Memo: threshold for recovery percentage
	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 

	Preparer name:

	 	 
 

	 	  

Preparer
signature
	 	 
	Preparer title:

	 	 
 

	 	 	 	 
	 
	 	 	 	 	 	 
	 
	Officer name:

	 	 
 

	 	
	 	 
	 
	 	 	 	 

Officer signature
	 	 
	Officer title:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 
	Page 1 of 3
	 	 	 	 	 	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






76









 





CERTIFICATE

MONTHLY SUMMARY

FOR SINGLE FAMILY ASSETS




FDIC — RECEIVER FOR XXXXXXX BANK



PURCHASE AND ASSUMPTION AGREEMENT DATED: Jan 1, 2009



Shared-Loss Period Ended:                     

(Dollars)



Calculation of Amount Due from (to) FDIC




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FDIC % Share	 	0%	 	 	80%	 	 	 	 	 	 	Total	 
	Carry forward from other types of assets:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1. Cumulative losses from single family pool
	 	 	0	 	 	 	0	 	 	 	 	 	 	 	0	 
	2. Cumulative losses from securities
	 	 	0	 	 	 	0	 	 	 	 	 	 	 	0	 
	3. Cumulative loss from commercial and other pool
	 	 	0	 	 	 	0	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4. Total cumulative losses at beg of period
	 	 	0	 	 	 	0	 	 	 	 	 	 	 	0	 
	5. Covered single family losses (gains) during
period
	 	 	0	 	 	 	0	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6. Cumulative loss at end of period
	 	 	0	 	 	 	0	 	 	 	 	 	 	 	0	 
	FDIC % Share
	 	 	x0	%	 	 	x80	%	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	7. Amount Due from (to) FDIC
	 	 	0 +	 	 	 	0 +	 	 	 	=	 	 	 	—	 
	Memo: threshold for recovery percentage
	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 

	Preparer name:

	 	 
 

	 	  

Preparer
signature
	 	 
	Preparer title:

	 	 
 

	 	 	 	 
	 
	 	 	 	 	 	 
	 
	Officer name:

	 	 
 

	 	  

Officer
signature
	 	 
	Officer title:

	 	 
 

	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	 
 

	 	 	 	 
	 
	 	 	 	 	 	 
	Page 1 of 3
	 	 	 	 	 	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






77









 





			
	 	 	 
	XXXXXXXXX Bank 

FIN No.                     	 	 
	 	 	 
	Swchedule 4.15B
	 	Date:        
             
	Non-Single Family Shared-Loss Agreement	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		Proforma Net Balance*	 	Unfunded	 	
	Schedule 4.15B as provided
	 			$	—	 	 	$	—	 	 			 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan	 	 	 	 	 	 	 	 	 	 	 	Explanation	 
	Number	 	Name	 	Net Balance	 	 	Unfunded	 	 	(Loan Description)	 
	Add the following loans currently included in Schedule 4.15A Non-Single Family Shared-Loss Agreement:
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	Subtotal	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtract the following loans currently included in Schedule 4.15B Single Family Shared-Loss Agreement:
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	Subtotal	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Add the following loan not included in either Schedule 4.15A or 4.15B Asset Detail (Must provide documentation)
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	Subtotal	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Add the following Unfunded Commitments (Must provide documentation)
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	Subtotal	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Total Adjustments	 	 	—	 	 	 	—	 	 	 	 	 
	 	 	 	 	 
	Schedule 4.15B Revised Totals	 	$	—	 	 	$	—	 	 	 	 	 
	 	 	 	 	 








 




			
	Note:	 	Total adjustments should also be reflected in the Certificate filing for the quarter this
form is submitted.
	 
	*	 	Net Balance agrees with amount noted on Schedule 4.15A Single Family Shared-Loss Agreement, or
Revised Totals if this form has already been submitted previously.





			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 







78









 












			
	 	 	 
	XXXXXXXXX Bank	 	 
	FIN No.                     	 	 
	 	 	 
	Schedule 4.15A
	 	Date:                     
	Non-Single Family Shared-Loss Agreement	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		Proforma Net Balance*	 	Unfunded	 	
	Schedule 4.15A as provided
	 			$	—	 	 	$	—	 	 			 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan	 	 	 	 	 	 	 	 	 	 	 	Explanation	 
	Number	 	Name	 	Net Balance	 	 	Unfunded	 	 	(Loan Description)	 
	Add the following loans currently included in Schedule 4.15B Non-Single Family Shared-Loss Agreement:
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	Subtotal	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtract the following loans currently included in Schedule 4.15A Single Family Shared-Loss Agreement:
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	Subtotal	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Add the following loan not included in either Schedule 4.15A or 4.15B Asset Detail (Must provide documentation)
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	Subtotal	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Add the following Unfunded Commitments (Must provide documentation)
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	Subtotal	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Total Adjustments	 	 	—	 	 	 	—	 	 	 	 	 
	 	 	 	 	 
	Schedule 4.15A Revised Totals	 	$	—	 	 	$	—	 	 	 	 	 
	 	 	 	 	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






79









 






Exhibit 2.1(c)




	 	 	 

	1
	 	Shared-Loss Month
	2
	 	Loan ID
	3
	 	First payment date
	4
	 	Property type
	5
	 	Lien
	6
	 	Original loan amount
	7
	 	Documentation
	8
	 	Original FICO
	9
	 	Original LTV
	10
	 	Original combined LTV
	11
	 	Original front-end DTI
	12
	 	Original back-end DTI
	13
	 	Negative Amortization cap
	14
	 	Property city
	15
	 	Property state
	16
	 	Property street address
	17
	 	Property zip
	18
	 	Maturity date
	19
	 	MI Coverage
	20
	 	Occupancy
	21
	 	Interest rate type
	22
	 	Product Type
	23
	 	Loan amortization type
	24
	 	Lookback
	25
	 	Margin
	26
	 	Interest rate index
	27
	 	Interest rate cap
	28
	 	Interest rate floor
	29
	 	First interest cap
	30
	 	Periodic interest cap
	31
	 	Periodic interest floor
	32
	 	Pay Cap
	33
	 	UPB
	34
	 	Interest rate
	35
	 	Paid-to date
	36
	 	Next payment due date
	37
	 	Scheduled payment
	38
	 	Escrow payment
	39
	 	Escrow balance
	40
	 	Next interest rate reset date
	41
	 	Next payment reset date
	42
	 	Rate reset period
	43
	 	Payment reset period
	44
	 	Payment History
	45
	 	Exceptional Loan Status
	46
	 	Valuation date






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 





80









 






	 	 	 

	47
	 	Valuation amount
	48
	 	Valuation type
	49
	 	Household income
	50
	 	Current FICO
	51
	 	Maximum Draw Amount
	52
	 	Draw period
	53
	 	Superior Lien Balance






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






81









 





Exhibit 2a(1)

CALCULATION OF RESTRUCTURING LOSS — HAMP or FDIC LOAN

MODIFICATION




	 	 	 	 	 

	1 Shared-Loss Month
	 	 	20090531	 
	2 Loan no:
	 	 	123456	 
	3 Modification Program:
	 	 	HAMP	 
	 
	 	 	 	 
	Loan before Restructuring
	 	 	 	 
	4 Unpaid principal balance
	 	 	450000	 
	5 Remaining term
	 	 	298	 
	6 Interest rate
	 	 	0.06500	 
	7 Next ARM reset rate (if within next 4 months)
	 	 	0.00000	 
	8 Interest Paid-To-Date
	 	 	20081230	 
	9 Delinquency Status
	 	 	FC	 
	10 Monthly payment — P&I
	 	 	3047	 
	11 Monthly payment — T&1
	 	 	1000	 
	Total monthly payment
	 	 	4047	 
	12 Household current annual income
	 	 	95000	 
	13 Valuation Date
	 	 	20090121	 
	14 Valuation Amount
	 	 	425000	 
	15 Valuation Type (Interior/exterior appraisal, BPO,
AVM, etc)
	 	 	AVM	 
	 
	 	 	 	 
	Terms of Modified/Restructured Loan
	 	 	 	 
	16 1st Trial Payment Due Date
	 	 	20090119	 
	17 Modification Effective Date
	 	 	20090419	 
	18 Net Unpaid Principal Balance (net of forbearance &
principal reduction)
	 	 	467188	 
	19 Principal forbearance
	 	 	0	 
	20 Principal reduction
	 	 	0	 
	21 Product (fixed or step)
	 	 	step	 
	22 Remaining amortization term
	 	 	480	 
	23 Maturity date
	 	 	20490119	 
	24 Interest rate
	 	 	0.02159	 
	25 Next Payment due date
	 	 	20090601	 
	26 Monthly payment — P&I
	 	 	1454	 
	27 Monthly payment — T&1
	 	 	1000	 
	Total monthly payment
	 	 	2454	 
	28 Next reset date
	 	 	20140501	 
	29 Interest rate change per adjustment
	 	 	0.01000	 
	30 Lifetime interest rate cap
	 	 	0.05530	 
	31 Back end DTI
	 	 	0.45000	 
	 
	 	 	 	 
	Restructuring Loss Calculation
	 	 	 	 
	 
	 	 	 	 
	same as Unpaid Principal Balance before
4 above restructuring/modification
	 	 	450000	 
	34 Accrued interest, limited to 90 days
	 	 	7313	 
	35 Attorney’s fees
	 	 	0	 
	Foreclosure costs, including title search. filing fees,
	 	 	 	 
	36 advertising, etc.
	 	 	500	 
	37 Property protection costs, maint. and repairs
	 	 	0	 
	38 Tax and insurance advances
	 	 	2500	 
	Other Advances
	 	 	 	 
	39 Appraisal/Broker’s Price Opinion fees
	 	 	100	 
	40 Inspections
	 	 	0	 
	41 Other
	 	 	0	 
	Total loan balance due before restructuring
	 	 	460413	 
	 
	 	 	 	 
	Cash Recoveries:
	 	 	 	 
	42 MI contribution
	 	 	0	 
	43 Other credits
	 	 	0	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 





82









 






	 	 	 	 	 

	44 T & I escrow account balances, if positive
	 	 	 	 
	Total Cash Recovery
	 	 	0	 
	 
	 	 	 	 
	Assumptions for Calculating Loss Share Amount, Restructured Loan:
	 	 	 	 
	45 Discount rate for projected cash flows
	 	 	0.05530	 
	46 Loan prepayment in full
	 	 	120	 
	47 NPV of projected cash flows (see amort schd1)
	 	 	386927	 
	 
	 	 	 	 
	48 Gain/Loss Amount
	 	 	73485	 






     Line item definitions can be found in SFR Date Submission Handbook.



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






83









 





Exhibit 2a(2)

CALCULATION OF RESTRUCTURING LOSS — 2nd FDIC MODIFICATION




	 	 	 	 	 

	1 Shared-Loss Month
	 	 	20090531	 
	2 Loan no:
	 	 	123456	 
	3 Modification Program:
	 	 	FDIC	 
	 
	 	 	 	 
	Loan before Restructuring
	 	 	 	 
	4 Unpaid principal balance
	 	 	450000	 
	5 Remaining term
	 	 	298	 
	6 Interest rate
	 	 	0.06500	 
	7 Next ARM reset rate (if within next 4 months)
	 	 	0.00000	 
	8 Interest Paid-To-Date
	 	 	20081230	 
	9 Delinquency Status
	 	 	FC	 
	10 Monthly payment — P&I
	 	 	3047	 
	11 Monthly payment — T&I
	 	 	1000	 
	Total monthly payment
	 	 	4047	 
	12 Household current annual income
	 	 	95000	 
	13 Valuation Date
	 	 	20090121	 
	14 Valuation Amount
	 	 	425000	 
	15 Valuation Type (Interior/exterior appraisal, BPO,
AVM, etc)
	 	 	AVM	 
	 
	 	 	 	 
	Terms of Modified/Restructured Loan
	 	 	 	 
	16 1st Trial Payment Due Date
	 	 	20090201	 
	17 Modification Effective Date
	 	 	20090501	 
	18 Net Principal balance (net of forbearance & principal
reduction)
	 	 	487188	 
	19 Principal forbearance
	 	 	0	 
	20 Principal reduction
	 	 	0	 
	21 Product (fixed or step)
	 	 	step	 
	22 Remaining amortization term
	 	 	480	 
	23 Maturity date
	 	 	20490501	 
	24 Interest rate
	 	 	0.02159	 
	25 Next Payment due date
	 	 	20090601	 
	26 Monthly payment — P&I
	 	 	1454	 
	27 Monthly payment — T&I
	 	 	1000	 
	Total monthly payment
	 	 	2454	 
	28 Next reset date
	 	 	20140501	 
	29 Interest rate change per adjustment
	 	 	0.01000	 
	30 Lifetime interest rate cap
	 	 	0.05530	 
	31 Back end DTI
	 	 	0.45000	 
	 
	 	 	 	 
	Restructuring Loss Calculation
	 	 	 	 
	32 Previous NPV of loan modification
	 	 	458740	 
	33 Less: Post modification principal payments
	 	 	2500	 
	Plus:
	 	 	 	 
	35 Attorneys fees
	 	 	0	 
	36 Foreclosure costs, including title search, filing fees,
advertising, etc.
	 	 	500	 
	37 Property protection costs, maint. and repairs
	 	 	0	 
	38 Tax and insurance advances
	 	 	2500	 
	Other Advances
	 	 	 	 
	39 Appraisal/Broker’s Price Opinion fees
	 	 	100	 
	40 Inspections
	 	 	0	 
	41 Other
	 	 	0	 
	Total loan balance due before restructuring
	 	 	459340	 
	 
	 	 	 	 
	Cash Recoveries:
	 	 	 	 
	42 MI contribution
	 	 	0	 
	43 Other credits
	 	 	0	 
	44 T & I escrow account balances, if positive
	 	 	 	 
	Total Cash Recovery
	 	 	0	 





			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






84









 






	 	 	 	 	 

	 
	 	 	 	 
	Assumptions for Calculating Loss Share Amount, Restructured Loan:
	 	 	 	 
	45 Discount rate for projected cash flows
	 	 	0.05530	 
	46 Loan prepayment in full
	 	 	120	 
	47 NPV of projected cash flows (see amort. schd1)
	 	 	386927	 
	 
	 	 	 	 
	48 Gain/Loss Amount
	 	 	72413	 






     Line item definitions can be found in SFR Data Submission Handbook.



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






85









 





Notes to Exhibits 2a (restructuring)





	1.	 	The data shown are for illustrative purpose. The figures will vary for actual
restructurings.
	 
	2.	 	For purposes of loss sharing, losses on restructured loans are calculated as the difference
between:






	 	a.	 	The principal, accrued interest, advances due on the loan, and allowable
3rd party fees prior to restructuring (2a(1) lines 34-41, 2a(2) lines
33-41), and
	 
	 	b.	 	The Net Present Value (NPV) of the estimated cash flows (line 47). The cash
flows should assume no default or prepayment for 10 years, followed by prepayment in
full at the end of 10 years (120 months).






	3.	 	For owner-occupied residential loans, the NPV is calculated using the most recently published
Freddie Mac survey rate on 30-year fixed rate loans as of the restructure date.
	 
	4.	 	For investor owned or non-owner occupied residential loans, the NPV is calculated using
commercially reasonable rate on 30-year fixed rate loans as of the restructure date.
	 
	5.	 	If the new loan is an adjustable-rate loan, interest rate resets and related cash flows
should be projected based on the index rate in effect at the date of the loan restructuring.
If the restructured loan otherwise provides for specific charges in monthly P&I payments over
the term of the loan, those changes should be reflected in the projected cash flows. Assuming
Institution must retain supporting schedule of projected cash flows as required by Section 2.1
of the Single Family Shared-Loss Agreement and provide it to the FDIC if requested for a
sample audit.
	 
	6.	 	Do not include late fees, prepayment penalties, or any similar lender fees or charges by the
Failed Bank or Assuming Institution to the loan account, any allocation of Assuming
Institution’s servicing costs, or any allocations of Assuming Institution’s general and
administrative (G&A) or other operating costs.
	 
	7.	 	The amount of accrued interest that may be added to the balance of the loan is limited to the
minimum of:






	 	a.	 	90 days
	 
	 	b.	 	The number of days that the loan is delinquent at the time of restructuring
	 
	 	c.	 	The number of days between the resolution date and the restructuring






To calculate accrued interest, apply the note interest rate that would have been in effect if
the loan were performing to the principal balance after application of the last payment made by
the borrower.



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






86









 





Exhibit 2b(1)

CALCULATION OF LOSS FOR SHORT SALE LOANS

Loan written down to book value prior to Loss Share




	 	 	 	 	 

	1 Shared-Loss Month:
	 	 	20090531	 
	2 Loan #
	 	 	62201	 
	 
	 	 	 	 
	3 Interest Paid-to-Date
	 	 	20071130	 
	4 Short Payoff Date
	 	 	20090522	 
	5 Note Interest rate
	 	 	0.08500	 
	6 Occupancy
	 	 	Owner	 
	If owner occupied:
	 	 	 	 
	7 Household current annual income
	 	 	45000	 
	8 Estimated NPV of loan mod
	 	 	220000	 
	9 Valuation Date
	 	 	20090121	 
	10 Valuation Amount
	 	 	300000	 
	11 Valuation Type (Interior/exterior appraisal,
BPO, AVM, etc)
	 	 	Ext Appraisal	 
	 
	 	 	 	 
	Short-Sale Loss calculation
	 	 	 	 
	13 Book Value
	 	 	300000	 
	14 Less: Post closing principal payments
	 	 	0	 
	17 Accrued interest, limited to 90 days
	 	 	6375	 
	18 Attorney’s fees
	 	 	75	 
	19 Foreclosure costs, including title search,
filing fees, advertising, etc.
	 	 	0	 
	20 Property protection costs, maint., repairs
and any costs or expenses relating to
environmental conditions
	 	 	0	 
	21 Tax and insurance advances
	 	 	0	 
	Other Advances
	 	 	 	 
	22 Appraisal/Broker’s Price Opinion fees
	 	 	250	 
	23 Inspections
	 	 	600	 
	24 Other
	 	 	0	 
	25 Incentive to borrower
	 	 	5000	 
	 
	 	 	 	 
	Gross balance recoverable by Purchaser
	 	 	312300	 
	 
	 	 	 	 
	26 Amount accepted in Short-Sale (net proceeds)
	 	 	275000	 
	27 Hazard Insurance
	 	 	0	 
	28 Mortgage Insurance
	 	 	0	 
	29 T & I escrow account balance, if positive
	 	 	0	 
	30 Other credits, if any (itemize)
	 	 	0	 
	 
	 	 	 	 
	Total Cash Recovery
	 	 	275000	 
	 
	 	 	 	 
	31 Gain/Loss Amount
	 	 	37300	 








 




			
	1	 	Costs with respect to environmental remediation activities
are limited to $200,000 unless prior consent of the FDIC
Line item definitions located in SF Data Submission Handbook





			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






87









 





Exhibit 2b(2)

CALCULATION OF LOSS FOR SHORT SALE LOANS

No Preceding Loan Mod under Loss Share




	 	 	 	 	 

	1 Shared-Loss Month:
	 	 	20090531	 
	2 Loan #
	 	 	58776	 
	 
	 	 	 	 
	3 Interest Paid-to-Date
	 	 	20080731	 
	4 Short Payoff Date
	 	 	20090417	 
	5 Note Interest rate
	 	 	0.07750	 
	6 Occupancy
	 	 	Owner	 
	If owner occupied:
	 	 	 	 
	7 Household current annual Income
	 	 	38500	 
	8 Estimated NPV of loan mod
	 	 	200000	 
	9 Valuation Date
	 	 	20090121	 
	10 Valuation Amount
	 	 	300000	 
	11 Valuation Type (Interior/exterior appraisal,
BPO, AVM, etc) 
	 	 	Ext Appraisal	 
	 
	 	 	 	 
	Short-Sale Loss calculation
	 	 	 	 
	12 Loan UPB
	 	 	375000	 
	17 Accrued interest, limited to 90 days
	 	 	7266	 
	18 Attorney’s fees
	 	 	0	 
	19 Foreclosure costs, including title search,
filing fees, advertising, etc.
	 	 	400	 
	20 Property protection costs, maint., repairs
and any costs or expenses relating to
environmental conditions
	 	 	1450	 
	21 Tax and insurance advances
	 	 	0	 
	Other Advances
	 	 	 	 
	22 Appraisal/Broker’s Price Opinion fees
	 	 	350	 
	23 Inspections
	 	 	600	 
	24 Other
	 	 	0	 
	25 Incentive to borrower
	 	 	2000	 
	 
	 	 	 	 
	Gross balance recoverable by Purchaser
	 	 	387066	 
	 
	 	 	 	 
	26 Amount accepted in Short-Sale (net proceeds)
	 	 	255000	 
	27 Hazard Insurance
	 	 	0	 
	28 Mortgage Insurance
	 	 	0	 
	29 T & I escrow account balance, if positive
	 	 	0	 
	30 Other credits, if any (itemize)
	 	 	0	 
	 
	 	 	 	 
	Total Cash Recovery
	 	 	255000	 
	 
	 	 	 	 
	31 Gain/Loss Amount
	 	 	132066	 








 




			
	1	 	Costs with respect to environmental remediation activities
are limited to $200,000 unless prior consent of the FDIC
Line item definitions located in SF Data Submission Handbook





			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






88









 





Notes to Exhibits 2b (short sale)





	1.	 	The data shown are for illustrative purpose. The figures will vary for actual short sales.
	 
	2.	 	The covered loss is the difference between the gross balance recoverable by Purchaser and the
total cash recovery. There are two methods of calculation for covered losses from short
sales, depending upon the circumstances. They are shown below:






	 	a.	 	If the loan was restructured when the Loss Share agreement was in place, and
then the short sale occurred, use Exhibit 2b(3). This version uses the Net Present
Value (NPV) of the modified loan as the starting point for the covered loss.
	 
	 	b.	 	Otherwise, use Exhibit 2b(2). This version uses the unpaid balance of the loan
as of the last payment as the starting point for the covered loss.
	 
	 	c.	 	Use Exhibit 2b(1) for loans written down to book value prior to the shared-loss
agreement.






	3.	 	For Exhibit 2b(2), the gross balance recoverable by the purchaser is calculated as the sum of
lines 12 — 25; it is shown after line 25. For Exhibit 2b(3), the gross balance recoverable
by the purchaser is calculated as line 15 minus line 16 plus lines 18 — 25; it is shown after
line 25.
	 
	4.	 	For Exhibit 2b(2), the total cash recovery is calculated as the sum of lines 26 — 30; it is
shown in line 31. For Exhibit 2b(3), the total cash recovery is calculated as the sum of
lines 26 30; it is shown after line 30.
	 
	5.	 	Reasonable and customary third party attorney’s fees and expenses incurred by or on behalf of
Assuming Institution in connection with any enforcement procedures, or otherwise with respect
to such loan, are reported under Attorney’s fees.
	 
	6.	 	Do not include late fees, prepayment penalties, or any similar lender fees or charges by the
Failed Bank or Assuming Institution to the loan account, any allocation of Assuming
Institution’s servicing costs, or any allocations of Assuming Institution’s general and
administrative (G&A) or other operating costs.
	 
	7.	 	If Exhibit 2b(3) is used, then no accrued interest may be included as a covered loss.
Otherwise, the amount of accrued interest that may be included as a covered loss is limited to
the minimum of:






	 	a.	 	90 days
	 
	 	b.	 	The number of days that the loan is delinquent when the property was sold
	 
	 	c.	 	The number of days between the resolution date and the date when the property
was sold




To calculate accrued interest, apply the note interest rate that would have been in effect if the
loan were performing to the principal balance after application of the last payment made by the
borrower.




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 








89









 








Exhibit 2c(1)

CALCULATION OF FORECLOSURE LOSS




ORE or Foreclosure Occurred Prior to Loss Share Agreement



	 	 	 	 	 	 	 

	1	 	Shared-Loss Month
	 	 	20090630	 
	2	 	Loan no:
	 	 	364574	 
	 	 	 
	 	 	 	 
	3	 	Interest Paid-To-Date
	 	 	20071001	 
	4	 	Foreclosure sale date
	 	 	20080202	 
	5	 	Liquidation date
	 	 	20090412	 
	6	 	Note Interest rate
	 	 	0.08100	 
	10	 	Valuation Date
	 	 	20090121	 
	11	 	Valuation Amount
	 	 	228000	 
	12	 	Valuation Type (Interior/exterior appraisal, BPO,
AVM, etc)
	 	 	Int Appr	 
	 	 	 
	 	 	 	 
	 	 	Foreclosure Loss calculation
	 	 	 	 
	13	 	Book value at date of Loss Share agreement
	 	 	244900	 
	14	 	Less: Post closing principal payments
	 	 	0	 
	 	 	 
	 	 	 	 
	 	 	 
	 	 	3306	 
	 	 	Costs Incurred after Loss Share agreement in
place:
	 	 	 	 
	19	 	Attorney’s fees
	 	 	0	 
	20	 	Foreclosure costs, including title search, filing
fees, advertising, etc.
	 	 	0	 
	21	 	Property protection costs, maint and repairs
	 	 	6500	 
	22	 	Tax and insurance advances
	 	 	0	 
	 	 	Other Advances
	 	 	 	 
	23	 	Appraisal/Broker’s Price Opinion fees
	 	 	0	 
	24	 	Inspections
	 	 	0	 
	25	 	Other
	 	 	0	 
	 	 	Gross balance recoverable by Purchaser
	 	 	254706	 
	 	 	 
	 	 	 	 
	 	 	Cash
Recoveries:
	 	 	 	 
	26	 	Net liquidation proceeds (from HUD-1 settl stmt)
	 	 	219400	 
	27	 	Hazard Insurance proceeds
	 	 	0	 
	28	 	Mortgage Insurance proceeds
	 	 	0	 
	29	 	T & I escrow account balances, if positive
	 	 	0	 
	30	 	Other credits, if any (itemize)
	 	 	0	 
	 	 	Total Cash Recovery
	 	 	219400	 
	 	 	 
	 	 	 	 
	31	 	Gain/Loss Amount
	 	 	35306	 






     Line item definitions located in SF Data Submission Handbook



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






90









 





Exhibit 2c(2)

CALCULATION OF FORECLOSURE LOSS

During Term of the Agreement

No Preceding Loan Mod under Loss

Share




	 	 	 	 	 	 	 	 	 

	 	1	 	 	Shared-Loss Month
	 	 	20090531	 
	 	2	 	 	Loan no:
	 	 	292334	 
	 	 	 	 	 
	 	 	 	 
	 	3	 	 	Interest Paid-to-Date
	 	 	20080430	 
	 	4	 	 	Foreclosure sale date
	 	 	20090115	 
	 	5	 	 	Liquidation date
	 	 	20090412	 
	 	6	 	 	Note Interest rate
	 	 	0.08000	 
	 	7	 	 	Occupancy
	 	 	Owner	 
	 	 	 	 	If owner occupied:
	 	 	 	 
	 	8	 	 	Household current annual income
	 	 	42000	 
	 	9	 	 	Estimated NPV of loan mod
	 	 	195000	 
	 	10	 	 	Valuation Date
	 	 	20090121	 
	 	11	 	 	Valuation Amount
	 	 	235000	 
	 	12	 	 	Valuation Type (Interior/exterior appraisal, BPO, AVM,
etc)
	 	 	Ext BPO	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Foreclosure Loss calculation
	 	 	 	 
	 	14	 	 	Loan Principal balance at property reversion
	 	 	300000	 
	 	 	 	 	Plus:
	 	 	 	 
	 	18	 	 	Accrued interest, limited to 90 days
	 	 	6000	 
	 	19	 	 	Attorney’s fees
	 	 	0	 
	 	20	 	 	Foreclosure costs, including title search, filing fees,
advertising, etc.
	 	 	4000	 
	 	21	 	 	Property protection costs, maint. and repairs
	 	 	5500	 
	 	22	 	 	Tax and insurance advances
	 	 	1500	 
	 	 	 	 	Other Advances
	 	 	 	 
	 	23	 	 	Appraisal/Brokers Price Opinion fees
	 	 	0	 
	 	24	 	 	Inspections
	 	 	50	 
	 	25	 	 	Other
	 	 	0	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Gross balance recoverable by Purchaser
	 	 	317050	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Cash
Recoveries:
	 	 	 	 
	 	26	 	 	Net liquidation proceeds (from HUD-1 settl stmt)
	 	 	205000	 
	 	27	 	 	Hazard Insurance proceeds
	 	 	0	 
	 	28	 	 	Mortgage Insurance proceeds
	 	 	0	 
	 	29	 	 	T & I escrow account balances, if positive
	 	 	0	 
	 	30	 	 	Other credits, if any (itemize)
	 	 	0	 
	 	 	 	 	Total Cash Recovery
	 	 	205000	 
	 	 	 	 	 
	 	 	 	 
	 	31	 	 	Gain/Loss Amount
	 	 	112050	 






     Line item definitions located in SF Data Submission Handbook



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 






91









 





Exhibit 2c(3)

CALCULATION OF FORECLOSURE LOSS

Foreclosure after a Covered Loan Mod




	 	 	 	 	 	 	 	 	 

	 	1	 	 	Shared-Loss Month
	 	 	20090531	 
	 	2	 	 	Loan no:
	 	 	138554	 
	 	 	 	 	 
	 	 	 	 
	 	3	 	 	Interest Paid-to-Date
	 	 	20080430	 
	 	4	 	 	Foreclosure sale date
	 	 	20090115	 
	 	5	 	 	Liquidation date
	 	 	20090412	 
	 	6	 	 	Note Interest rate
	 	 	0.04000	 
	 	10	 	 	Valuation Date
	 	 	20081215	 
	 	11	 	 	Valuation Amount
	 	 	210000	 
	 	12	 	 	Valuation Type (Interior/exterior appraisal, BPO, AVM, etc)
	 	 	Ext Appr	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Foreclosure Loss calculation
	 	 	 	 
	 	16	 	 	NPV of projected cash flows at loan mod
	 	 	285000	 
	 	17	 	 	Less: Post modification principal payments
	 	 	2500	 
	 	 	 	 	Plus:
	 	 	 	 
	 	19	 	 	Attorney’s fees
	 	 	0	 
	 	20	 	 	Foreclosure costs, including title search, filing fees,
advertising, etc.
	 	 	4000	 
	 	21	 	 	Property protection costs, maint. and repairs
	 	 	7000	 
	 	22	 	 	Tax and insurance advances
	 	 	2000	 
	 	 	 	 	Other Advances
	 	 	 	 
	 	23	 	 	Appraisal/Broker’s Price Opinion fees
	 	 	0	 
	 	24	 	 	Inspections
	 	 	0	 
	 	25	 	 	Other
	 	 	0	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Gross balance recoverable by Purchaser
	 	 	295500	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Cash
Recoveries:
	 	 	 	 
	 	26	 	 	Net liquidation proceeds (from HUD-1 settl stmt)
	 	 	201000	 
	 	27	 	 	Hazard Insurance proceeds
	 	 	0	 
	 	28	 	 	Mortgage Insurance proceeds
	 	 	0	 
	 	29	 	 	T & I escrow account balances, if positive
	 	 	 	 
	 	30	 	 	Other credits, if any (itemize)
	 	 	0	 
	 	 	 	 	Total Cash Recovery
	 	 	201000	 
	 	 	 	 	 
	 	 	 	 
	 	31	 	 	Gain/Loss Amount
	 	 	94500	 






     Line item definitions located in SF Data Submission Handbook



			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	Peninsula Bank
	Version 2.06
	 	Englewood, Florida
	May 24, 2010	 	 







92











 





Notes to Exhibits 2c (foreclosure)





	2.	 	The data shown are for illustrative purpose. The figures will vary for actual
restructurings.






	3.	 	The covered loss is the difference between the gross balance recoverable by Purchaser and the
total cash recovery. There are three methods of calculation for covered losses from
foreclosures, depending upon the circumstances. They are shown below:






	 	a.	 	If foreclosure occurred prior to the beginning of the Loss Share agreement, use
Exhibit 2c(1). This version uses the book value of the REO as the starting point for
the covered loss.
	 
	 	b.	 	If foreclosure occurred after the Loss Share agreement was in place, and if the
loan was not restructured when the Loss Share agreement was in place, use Exhibit
2c(2). This version uses the unpaid balance of the loan as of the last payment as the
starting point for the covered loss.
	 
	 	c.	 	If the loan was restructured when the Loss Share agreement was in place, and
then foreclosure occurred, use Exhibit 2c(3). This version uses the Net Present Value
(NPV) of the modified loan as the starting point for the covered loss.






	4.	 	For Exhibit 2c(1), the gross balance recoverable by the purchaser is calculated as the sum of
lines 13 — 25; it is shown after line 25. For Exhibit 2c(2), the gross balance recoverable
by the purchaser is calculated as the sum of lines 14 — 25; it is shown after line 25. For
Exhibit 2c(3), the gross balance recoverable by the purchaser is calculated as line 16 minus
line 17 plus lines 17 — 25; it is shown after line 25.






	5.	 	For Exhibit 2c(1), the total cash recovery is calculated as the sum of lines 26 — 30; it is
shown in line 31. For Exhibit 2c(2), the total cash recovery is calculated as the sum of
lines 26 — 30; it is shown in line 31. For Exhibit 2c(3), the total cash recovery is
calculated as the sum of lines 26 — 30; it is shown in line 31.






	6.	 	Reasonable and customary third party attorney’s fees and expenses incurred by or on behalf of
Assuming Institution in connection with any enforcement procedures, or otherwise with respect
to such loan, are reported under Attorney’s fees.






	7.	 	Assuming Institution’s (or Third Party Servicer’s) reasonable and customary out-of-pocket
costs paid to either a third party or an affiliate (if affiliate is pre-approved by the FDIC)
for foreclosure, property protection and maintenance costs, repairs, assessments, taxes,
insurance and similar items are treated as part of the gross recoverable balance, to the
extent they are not paid from funds in the borrower’s escrow account. Allowable costs are
limited to amounts per Freddie Mac and Fannie Mae guidelines (as in effect from time to time),
where applicable, provided that this limitation shall not apply to costs or expenses relating
to environmental conditions.






	8.	 	Do not include late fees, prepayment penalties, or any similar lender fees or charges by the
Failed Bank or Assuming Institution to the loan account, any allocation of Assuming
Institution’s servicing costs, or any allocations of Assuming Institution’s general and
administrative (G&A) or other operating costs.






	9.	 	If Exhibit 2c(3) is used, then no accrued interest may be included as a covered loss. The
amount of accrued interest that may be included as a covered loss on Exhibit 2c(2)is limited
to the minimum of:






	 	a.	 	90 days
	 
	 	b.	 	The number of days that the loan is delinquent when the property was sold
	 
	 	c.	 	The number of days between the resolution date and the date when the property
was sold




To calculate accrued interest, apply the note interest rate that would have been in effect if the
loan were performing to the principal balance after application of the last payment made by the
borrower.








			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





93









 








Exhibit 2d(1)

CALCULATION OF LOSS FOR UNRELATED 2ND LIEN

CHARGE-OFF




	 	 	 	 	 	 	 	 	 
	 	1	 	 	Shared-Loss Month:
	 	 	20090531	 
	 	2	 	 	Loan #
	 	 	58776	 
	 	 	 	 	 
	 	 	 	 
	 	3	 	 	Interest paid-to-date
	 	 	20081201	 
	 	4	 	 	Charge-Off Date
	 	 	20090531	 
	 	5	 	 	Note Interest rate
	 	 	0.03500	 
	 	6	 	 	Occupancy
	 	Owner
	 	 	 	 	If owner occupied:
	 	 	 	 
	 	7	 	 	Household current annual income
	 	 	0	 
	 	8	 	 	Valuation Date
	 	 	20090402	 
	 	9	 	 	Valuation Amount
	 	 	230000	 
	 	10	 	 	Valuation Type (Interior/exterior appraisal,
BPO, AVM, etc)
	 	BPO
	 	11	 	 	Balance of superior liens
	 	 	 	 
	 	 	 	 	 
	 	 	210000	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Charge-Off Loss calculation
	 	 	 	 
	 	12	 	 	Loan Principal balance
	 	 	55000	 
	 	13	 	 	Charge-off amount (principal only)
	 	 	55000	 
	 	 	 	 	Plus:
	 	 	 	 
	 	14	 	 	Accrued interest limited to 90 days
	 	 	481	 
	 	15	 	 	Attorneys fees
	 	 	0	 
	 	16	 	 	Foreclosure costs, including title search,
filing fees, advertising, etc.
	 	 	250	 
	 	17	 	 	Property protection costs, maint., repair
and any costs or expenses relating to
environmental conditions
	 	 	0	 
	 	18	 	 	Tax aid insurance advances
	 	 	0	 
	 	 	 	 	Other Advances
	 	 	 	 
	 	19	 	 	Appraisal/Broker’s Price Opinion fees
	 	 	75	 
	 	20	 	 	Inspections
	 	 	0	 
	 	21	 	 	Other
	 	 	0	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Gross balance recoverable by Purchaser
	 	 	55806	 
	 	 	 	 	 
	 	 	 	 
	 	22	 	 	Foreclosure sale proceeds
	 	 	0	 
	 	23	 	 	Hazard Insurance proceeds
	 	 	0	 
	 	24	 	 	Mortgage Insurance proceeds
	 	 	0	 
	 	25	 	 	Tax overage
	 	 	0	 
	 	26	 	 	Short sale payoff
	 	 	1500	 
	 	27	 	 	Other credits, if any (itemize)
	 	 	0	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Total Cash Recovery
	 	 	1500	 
	 	 	 	 	 
	 	 	 	 
	 	28	 	 	Loss Amount
	 	 	54306	 








 




			
	1	 	Costs with respect to environmental remediation activities
are limited to $200,000 unless prior consent of the FDIC
Line item definitions located in SF Data Submission Handbook





			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





94









 










Exhibit 2d(2)




			
	 	 	 
	Shared-Loss Month:
	 	[input month]
	Loan no.:
	 	[input loan no.)





NOTE



The calculation of recovery on a loan for which a Restructuring Loss has been paid will only apply
if the loan is sold.




	 	 	 	 	 	 	 	 	 	 	 

	EXAMPLE CALCULATION
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Restructuring Loss Information
	 	 	 	 	 	 	 	 	 	 
	Loan principal balance before restructuring
	 	 	 	 	 	$	200,000	 	 	A
	NPV, restructured loan
	 	 	 	 	 	 	165,000	 	 	B
	 
	 	 	 	 	 	 	 	 	 
	Loss on restructured loan
	 	 	 	 	 	$	35,000	 	 	A – B
	Times FDIC applicable loss share % (80% or 95%)
	 	 	 	 	 	 	80	%	 	 
	 
	 	 	 	 	 	 	 	 	 
	Loss share payment to purchaser
	 	 	 	 	 	$	28,000	 	 	C
	 
	 	 	 	 	 	 	 	 	 	 
	Calculation — Recovery amount due to Receiver
	 	 	 	 	 	 	 	 	 	 
	Loan sales price
	 	 	 	 	 	$	190,000	 	 	 
	NPV of restructured loan at mod date
	 	 	 	 	 	 	165,000	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	Gain — step 1
	 	 	 	 	 	 	25,000	 	 	D
	 
	 	 	 	 	 	 	 	 	 
	PLUS
	 	 	 	 	 	 	 	 	 	 
	Loan UPB after restructuring
	 	 	(1	)	 	 	200,000	 	 	 
	Loan UPB at liquidation date
	 	 	 	 	 	 	192,000	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	Gain — step 2 (principal collections after restructuring)
	 	 	 	 	 	 	8,000	 	 	E
	 
	 	 	 	 	 	 	 	 	 
	Recovery amount
	 	 	 	 	 	 	33,000	 	 	D + E
	Times FDIC loss share %
	 	 	 	 	 	 	80	%	 	 
	 
	 	 	 	 	 	 	 	 	 
	Recovery due to FDIC
	 	 	 	 	 	$	26,400	 	 	F
	 
	 	 	 	 	 	 	 	 	 	 
	Net loss
share paid to purchaser (C – F)
	 	 	 	 	 	$	1,600	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Proof
Calculation
	 	 	(2	)	 	 	 	 	 	 
	Loan principal balance
	 	 	 	 	 	$	200,000	 	 	G
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Principal collections on loan
	 	 	 	 	 	 	8,000	 	 	 
	Sales price for loan
	 	 	 	 	 	 	190,000	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	Total collections on loan
	 	 	 	 	 	 	198,000	 	 	H
	 
	 	 	 	 	 	 	 	 	 
	Net loss on loan
	 	 	 	 	 	$	2,000	 	 	G – H
	Times FDIC applicable loss share % (80%)
	 	 	 	 	 	 	80	%	 	 
	 
	 	 	 	 	 	 	 	 	 
	Loss share payment to purchaser
	 	 	 	 	 	$	1,600	 	 	 








 




			
	(1)	 	This example assumes that the FDIC loan modification program as shown in Exhibit 5 is
applied and the loan restructuring does not result in a reduction in the loan principal
balance due from the borrower.
	 
	(2)	 	This proof calculation is provided to illustrate the concept and the Assuming Bank is not
required to provide this with its Recovery calculations.





			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





95









 










Exhibit 3

Portfolio Performance and Summary Schedule




	 	 	 

	SHARED-LOSS LOANS
	 	 
	PORTFOLIO PERFORMANCE AND SUMMARY SCHEDULE
	 	 
	MONTH ENDED:

	 	[input report month]






	 	 	 	 	 	 	 

	POOL
SUMMARY
	 	 	 	 	 	 
	 
	 	#	 	$	 	 
	Loans at Sale Date
	 	xx	 	xx	 	 
	Loans as of this month-end
	 	xx	 	xx	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	Percent of Total
	PORTFOLIO PERFORMANCE STATUS
	 	#	 	$	 	#
	Current
	 	 	 	 	 	 
	30 – 59 days past due
	 	 	 	 	 	 
	60 – 89 days past due
	 	 	 	 	 	 
	90 – 119 days past due
	 	 	 	 	 	 
	120 and over days past due
	 	 	 	 	 	 
	In foreclosure
	 	 	 	 	 	 
	ORE
	 	 	 	 	 	 
	Total
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Memo
Item:
	 	 	 	 	 	 
	Loans in process of restructuring — total
	 	 	 	 	 	 
	Loans in bankruptcy
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Loans in
process of restructuring by delinquency status
	 	 	 	 	 	 
	Current
	 	 	 	 	 	 
	30 – 59 days past due
	 	 	 	 	 	 
	60 – 89 days past due
	 	 	 	 	 	 
	90 – 119 days past due
	 	 	 	 	 	 
	120 and over days past due
	 	 	 	 	 	 
	In foreclosure
	 	 	 	 	 	 
	Total
	 	 	 	 	 	 







			
	 	 	 
	Module 1 – Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





96









 





List of Loans Paid Off During Month




	 	 	 	 	 
	 	 	Principal	 
	Loan #	 	Balance	 
	 
	 	 	 	 





List of Loans Sold During Month




	 	 	 	 	 
	 	 	Principal	 
	Loan #	 	Balance	 
	 
	 	 	 	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





97









 





Exhibit 4

Wire Transfer Instructions




PURCHASER WIRING INSTRUCTIONS



	 	 	 

	BANK RECEIVING WIRE
	 	 
	 

	 	 
	 
	 	 
	9 DIGIT ABA ROUTING NUMBER
	 	 
	 

	 	 
	 
	 	 
	ACCOUNT NUMBER
	 	 
	 

	 	 
	 
	 	 
	NAME OF ACCOUNT
	 	 
	 

	 	 
	 
	 	 
	ATTENTION TO WHOM
	 	 
	 

	 	 
	 
	 	 
	PURPOSE OF WIRE
	 	 
	 

	 	 





FDIC RECEIVER WIRING INSTRUCTIONS




	 	 	 

	BANK RECEIVING WIRE
	 	 
	 

	 	 
	 
	 	 
	SHORT NAME
	 	 
	 

	 	 
	 
	 	 
	ADDRESS OF BANK RECEIVING WIRE
	 	 
	 

	 	 
	 
	 	 
	9 DIGIT ABA ROUTING NUMBER
	 	 
	 

	 	 
	 
	 	 
	ACCOUNT NUMBER
	 	 
	 

	 	 
	 
	 	 
	NAME OF ACCOUNT
	 	 
	 

	 	 
	 
	 	 
	ATTENTION TO WHOM
	 	 
	 

	 	 
	 
	 	 
	PURPOSE OF WIRE
	 	 







			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





98









 





EXHIBIT 5

FDIC MORTGAGE LOAN MODIFICATION PROGRAM



Objective



The objective of this FDIC Mortgage Loan Modification Program (“Program”) is to modify the terms of
certain residential mortgage loans so as to improve affordability, increase the probability of
performance, allow borrowers to remain in their homes and increase the value of the loans to the
FDIC and assignees. The Program provides for the modification of Qualifying Loans (as defined
below) by reducing the borrower’s monthly housing debt to income ratio (“DTI Ratio”) to no more
than 31% at the time of the modification and eliminating adjustable interest rate and negative
amortization features.



Qualifying Mortgage Loans



In order for a mortgage loan to be a Qualifying Loan it must meet all of the following criteria,
which must be confirmed by the lender:





	 	•	 	The collateral securing the mortgage loan is owner-occupied and the owner’s primary
residence; and
	 
	 	•	 	The mortgagee has a first priority lien on the collateral; and
	 
	 	•	 	Either the borrower is at least 60 days delinquent or a default is reasonably
foreseeable.




Modification Process



The lender shall undertake a review of its mortgage loan portfolio to identify Qualifying Loans.
For each Qualifying Loan, the lender shall determine the net present value of the modified loan
and, if it will exceed the net present value of the foreclosed collateral upon disposition, then
the Qualifying Loan shall be modified so as to reduce the borrower’s monthly DTI Ratio to no more
than 31% at the time of the modification. To achieve this, the lender shall use a combination of
interest rate reduction, term extension and principal forbearance, as necessary.



The borrower’s monthly DTI Ratio shall be a percentage calculated by dividing the borrower’s
monthly income by the borrower’s monthly housing payment (including principal, interest, taxes and
insurance). For these purpose of the foregoing calculation:




     (1) the borrower’s monthly income shall be defined as the borrower’s (along with any
co-borrowers’) income amount before any payroll deductions and includes wages and salaries,
overtime pay, commissions, fees, tips, bonuses, housing allowances, other compensation for personal
services, Social Security payments, including Social Security received by adults on behalf of
minors or by minors intended for their own support, and monthly income from annuities, insurance
policies, retirement funds, pensions, disability or death benefits, unemployment benefits, rental
income and other income. All income information must be documented and verified. If the borrower
receives public assistance or collects unemployment, the Assuming Institution must determine
whether the public assistance or unemployment income will continue for at least nine (9) months.



     (2) the borrower’s monthly housing payment shall be the amount required to pay monthly
principal and interest plus one-twelfth of the then current annual amount required to pay real
property taxes and homeowner’s insurance with respect to the collateral.




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





99









 




In order to calculate the monthly principal payment, the lender shall capitalize to the outstanding
principal balance of the Qualifying Loan the amount of all delinquent interest, delinquent taxes,
past due insurance premiums, third party fees and (without duplication) escrow advances (such
amount, the “Capitalized Balance”).



In order to achieve the goal of reducing the DTI Ratio to 31%, the lender shall take the following
steps in the following order of priority with respect to each Qualifying Loan:





	 	1.	 	Reduce the interest rate to the then current Freddie Mac Survey Rate for
30-year fixed rate mortgage loans, and adjust the term to 30 years.
	 
	 	2.	 	If the DTI Ratio is still in excess of 31%, reduce the interest rate further,
but no lower than 3%, until the DTI ratio of 31% is achieved.
	 
	 	3.	 	If the DTI Ratio is still in excess of 31% after adjusting the interest rate to
3%, extend the remaining term of the loan by 10 years.
	 
	 	4.	 	If the DTI Ratio is still in excess of 31%, calculate a new monthly payment
(the “Adjusted Payment Amount”) that will result in the borrower’s monthly DTI Ratio
not exceeding 31%. After calculating the Adjusted Payment Amount, the lender shall
bifurcate the Capitalized Balance into two portions — the amortizing portion and the
non-amortizing portion. The amortizing portion of the Capitalized Balance shall be the
mortgage amount that will fully amortize over a 40-year term at an annual interest rate
of 3% and monthly payments equal to the Adjusted Payment Amount. The non-amortizing
portion of the Capitalized Balance shall be the difference between the Capitalized
Balance and the amortizing portion of the Capitalized Balance. If the amortizing
portion of the Capitalized Balance is less than 75% of the current estimated value of
the collateral, then the lender may choose not to restructure the loan. If the lender
chooses to restructure the loan, then the lender shall forbear on collecting the
non-amortizing portion of the Capitalized Balance, and such amount shall be due and
payable only upon the earlier of (i) maturity of the modified loan, (ii) a sale of the
property or (iii) a pay-off or refinancing of the loan. No interest shall be charged on
the non-amortizing portion of the Capitalized Balance, but repayment shall be secured
by a first lien on the collateral.




Special Note:



The net present value calculation used to determine whether a loan should be modified based on the
modification process above is distinct and different from the net present value calculation used to
determine the covered loss if the loan is modified. Please refer only to the net present value
calculation described in this exhibit for the modification process, with its separate assumptions,
when determining whether to provide a modification to a borrower. Separate assumptions may include,
without limitation, Assuming Institution’s determination of a probability of default without
modification, a probability of default with modification, home price forecasts, prepayment speeds,
and event timing. These assumptions are applied to different projected cash flows over the term of
the loan, such as the projected cash flow of the loan performing or defaulting without modification
and the projected cash flow of the loan performing or defaulting with modification.



By contrast, the net present value for determining the covered loss is based on a 10 year period.
While the assumptions in the net present value calculation used in the modification process may
change, the net present value calculation for determining the covered loss remains constant.








			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





100









 







Related Junior Lien Mortgage Loans




     In cases where the lender holds a junior lien mortgage loan that is collateralized by the same
property that collateralizes a Qualifying Loan that is modified as described above, the junior lien
mortgage loan shall also be modified to enhance overall affordability to the borrower. At a
minimum, the lender shall reduce the interest rate on the junior lien mortgage loan to no more than
2% per annum. Further modifications may be made at the lender’s discretion as needed to support
affordability and performance of the modified first lien Qualifying Loan.




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





101









 





EXHIBIT 4.15B




COMMERCIAL SHARED-LOSS AGREEMENT



     This agreement for reimbursement of loss sharing expenses on certain loans and other assets
(the “Commercial Shared-Loss Agreement”) shall apply when the Assuming Institution purchases
Shared-Loss Assets as that term is defined herein. The terms hereof shall modify and supplement, as
necessary, the terms of the Purchase and Assumption Agreement to which this Commercial Shared-Loss
Agreement is attached as Exhibit 4.15B and incorporated therein. To the extent any inconsistencies
may arise between the terms of the Purchase and Assumption Agreement and this Commercial
Shared-Loss Agreement with respect to the subject matter of this Commercial Shared-Loss Agreement,
the terms of this Commercial Shared-Loss Agreement shall control. References in this Commercial
Shared-Loss Agreement to a particular Section shall be deemed to refer to a Section in this
Commercial Shared-Loss Agreement unless the context indicates that a Section of the Purchase and
Assumption Agreement is intended.



ARTICLE I — - DEFINITIONS




     Capitalized terms used in this Commercial Shared-Loss Agreement that are not defined in this
Commercial Shared-Loss Agreement are defined in the Purchase and Assumption Agreement In addition
to the terms defined above, defined below are certain additional terms relating to loss-sharing, as
used in this Commercial Shared-Loss Agreement.



          “AAA” means the American Arbitration Association as provided in Section 2.1(f)(iii) of
this Commercial Shared-Loss Agreement.




          “Accrued Interest” means, with respect to any Shared-Loss Loan, Permitted Advance or
Shared-Loss Loan Commitment Advance at any time, the amount of earned and unpaid interest, taxes,
credit life and/or disability insurance premiums (if any) payable by the Obligor accrued on or with
respect to such Shared-Loss Loan, Permitted Advance or Shared-Loss Loan Commitment Advance, all as
reflected on the Accounting Records of the Failed Bank or the Assuming Institution (as applicable);
provided, that Accrued Interest shall not include any amount that accrues on or
with respect to any Shared-Loss Loan, Permitted Advance or Shared-Loss Loan Commitment Advance
after that Asset has been placed on non-accrual or nonperforming status by either the Failed Bank
or the Assuming Institution (as applicable).




          “Additional ORE” means Shared-Loss Loans that become Other Real Estate after Bank
Closing Date.




          “Affiliate” shall have the meaning set forth in the Purchase and Assumption Agreement;
provided, that, for purposes of this Commercial Shared-Loss Agreement, no Third
Party Servicer shall be deemed to be an Affiliate of the Assuming Institution.




          “Aggregate Net Charge-Offs” means the total amount of Charge-Offs, less the total
amount of Recoveries, for all Shared-Loss Quarters and all Recovery Quarters.




          “Applicable Anniversary of the Commencement Date” means the fifth (5th) anniversary of
the Commencement Date.








			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





102









 








          “Applicable Percentage” means the percentage of shared-loss the Receiver will incur
with respect to this Commercial Shared-Loss Agreement, which is eighty percent (80%) until the
total of Net Charge-Offs equals the Commercial Intrinsic Loss Estimate, and eighty percent (80%)
thereafter.




          “Calendar Quarter” means a quarterly period (a) for the first such period, beginning
on the Commencement Date and ending on the last calendar day of either March, June, September or
December, whichever is the first to occur after the Commencement Date, and (b) for quarterly
periods thereafter, beginning on the first calendar day of the calendar month immediately after the
month that ended the prior period and ending on the last calendar day of each successive
three-calendar-month period thereafter (i.e., each March, June, September and December, starting in
the applicable order depending on the ending date of first such period) of any year.




          “Capitalized Expenditures” means those expenditures that (i) would be capitalized
under generally accepted accounting principles, and (ii) are incurred with respect to Shared-Loss
Loans, Other Real Estate, or Additional ORE. Capitalized Expenditures shall not include expenses
related to environmental conditions including, but not limited to, remediation, storage or disposal
of any hazardous or toxic substances or any pollutant or contaminant.




          “Charge-Offs” means, with respect to any Shared-Loss Assets for any period, an amount
equal to the aggregate amount of loans or portions of loans classified as “Loss” under the
Examination Criteria, including




          (a) charge-offs of




               (i) the principal amount of such assets net of unearned interest (including write-downs
associated with Other Real Estate, Additional ORE, or loan modification(s)); and



               (ii) Accrued Interest; and



               (iii) Capitalized Expenditures; plus



          (b) Pre-Charge-Off Expenses incurred on the respective Shared-Loss Loans, all as effected by
the Assuming Institution during such period and reflected on the Accounting Records of the Assuming
Institution; provided, that:




               (i) the aggregate amount of Accrued Interest (including any reversals thereof) for the period
after Bank Closing that shall be included in determining the amount of Charge-Offs for any
Shared-Loss Loan shall not exceed ninety (90) days Accrued Interest; and



               (ii) no Charge-Off shall be taken with respect to any anticipated expenditure by the Assuming
Institution until such expenditure is actually incurred; and



               (iii) any financial statement adjustments made in connection with the purchase of any Assets
pursuant to this Purchase and Assumption Agreement or any future purchase, merger, consolidation or
other acquisition of the Assuming Institution shall not constitute “Charge-Offs”; and



               (iv) except for Portfolio Sales, the sale or other disposition of Other Real Estate, or
Additional ORE to a Person other than an Affiliate of the Assuming Institution conducted in a
commercially reasonable and prudent manner, or any other sales or dispositions consented to by the
Receiver, losses incurred on the sale or other disposition of Shared-Loss Assets or Shared-Loss
Securities to any Person shall not constitute Charge-Offs.




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





103









 





          “Commencement Date” means the first calendar day following Bank Closing.




          “Commercial Intrinsic Loss Estimate” means total losses under this Commercial
Shared-Loss Agreement in the amount of two hundred, twenty-five million dollars ($225,000,000.00).




          “Consumer Loans” means loans to individuals for household, family and other personal
expenditures, not secured by real estate, including but not limited to loans for (i) purchase of
private automobiles, pickup trucks, household appliances, furniture, trailers and boats;
(ii)repairs or improvements to the borrower’s residence not secured by real estate; (iii)
educational expenses, including student loans, whether or not guaranteed by the United States or
any state; (iv) medical expenses; (v) taxes; (v) vacations; (vi) personal (non business) debt
consolidation; (vii) purchases of mobile homes not combined with real property to be used as a
residence; and (viii) other personal expenditures. Consumer Loans can be installment loans, demand
loans, single payment time loans, regardless of size or maturity, and regardless of whether the
loans are made by the consumer loan department or by any other department within the Failed Bank.
Consumer Loans also include retail installment sales paper purchased by the Failed Bank from
merchants or dealers, finance companies and others, and extensions of credit pursuant to a credit
card plan or debit card plan.




          “Environmental Assessment” means an assessment of the presence, storage or release of
any hazardous or toxic substance, pollutant or contaminant with respect to the collateral securing
a Shared-loss Loan that has been fully or partially charged off.




          “Examination Criteria” means the loan classification criteria employed by, or any
applicable regulations of, the Assuming Institution’s Chartering Authority at the time such action
is taken, as such criteria may be amended from time to time.




          “Failed Bank Charge-Offs/Write-Downs” means, with respect to any Asset, an amount
equal to the aggregate amount of reversals or charge-offs of Accrued Interest and charge-offs and
write downs of principal effected by the Failed Bank with respect to that Asset as reflected on the
Accounting Records of the Failed Bank.




          “FDIC Party” has the meaning provided in Section 2.1(f)(ii) of this Commercial
Shared-Loss Agreement.




          “Holding Company” means any company owning Shares of the Assuming Institution that is
a holding company pursuant to the Bank Holding Company Act Of 1956, 12 U.S.C. 1841 et seq. or the
Home Owner’s Loan Act, 12 U.S.C. 1461 et seq.




          “Net Charge-Offs” means, with respect to any period, an amount equal to the aggregate
amount of Charge-Offs for such period less the amount of Recoveries for such period.




          “Net Loss Amount” means the sum of all Aggregate Net Charge-Offs under this Commercial
Shared-Loss Agreement and the Cumulative Loss Amounts under the Single Family Shared-Loss
Agreement.




          “Neutral Member” has the meaning provided in Section 2.1(f)(ii) of this Commercial
Shared-Loss Agreement.




          “New Shared-Loss Loans” means loans that would otherwise be subject to loss sharing
under this Commercial Shared-Loss Agreement that were originated after the Bid Valuation Date and
before Bank Closing.








			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





104









 








          “Notice of Dispute” has the meaning provided in Section 2.1(f)(iii) of this Commercial
Shared-Loss Agreement.




          “Other Real Estate” means all of the following (including any of the following fully
or partially charged off the books and records of the Failed Bank or the Assuming Institution) that
(i) are owned by the Failed Bank as of Bank Closing and are purchased pursuant to the Purchase and
Assumption Agreement or (ii) have arisen subsequent to Bank Closing from the collection or
settlement by the Assuming Institution of a Shared-Loss Loan:





     (A) all interests in real estate (other than Bank Premises and Fixtures), including but
not limited to mineral rights, leasehold rights, condominium and cooperative interests, air
rights and development rights; and




     (B) all other assets (whether real or personal property) acquired by foreclosure or in
full or partial satisfaction of judgments or indebtedness.



          “OTTI Adjustment” means any other than temporary impairment of the Shared-Loss
Securities, determined pursuant to FAS 115, expressed as a positive number, or reversals of other
than temporary impairment, expressed as a negative number (for the avoidance of doubt, normal and
customary unrealized mark-to-market changes by reason of the application of fair value accounting
do not qualify for loss sharing payments).




          “OTTI Loss” means any other than temporary impairment of the Shared-Loss Securities,
determined pursuant to FAS 115, expressed as a positive number (for the avoidance of doubt, normal
and customary unrealized mark-to-market changes by reason of the application of fair value
accounting do not qualify for loss sharing payments).




          “Permitted Advance” means an advance of funds by the Assuming Institution with respect
to a Shared-Loss Loan, or the making of a legally binding commitment by the Assuming Institution to
advance funds with respect to a Shared-Loss Loan, that




          (i) in the case of such an advance, is actually made, and, in the case of such a commitment,
is made and all of the proceeds thereof actually advanced, within one (1) year after the
Commencement Date; and




          (ii) does not cause the sum of




               (A) the book value of such Shared-Loss Loan as reflected on the Accounting Records of the
Assuming Institution after any such advance has been made by the Assuming Institution; plus



               (B) the unfunded amount of any such commitment made by the Assuming Institution related
thereto, to exceed 110% of the Book Value of such Shared-Loss Loan; and



          (iii) is not made with respect to a Shared-Loss Loan with respect to which




               (A) there exists a related Shared-Loss Loan Commitment; or



               (B) the Assuming Institution has taken a Charge-Off; and



          (iv) is made in good faith, is supported at the time it is made by documentation in the Credit
Files and conforms to and is in accordance with the applicable requirements set forth in Article
III







			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





105









 







of this Commercial Shared-Loss Agreement and with the then effective written internal credit
policy guidelines of the Assuming Institution; provided, that the limitations in
subparagraphs (i), (ii) and (iii) of this definition shall not apply to any such action (other than
to an advance or commitment related to the remediation, storage or final disposal of any hazardous
or toxic substance, pollutant or contaminant) that is taken by Assuming Institution in its
reasonable discretion to preserve or secure the value of the collateral for such Shared-Loss Loan.




          “Permitted Amendment” means, with respect to any Shared-Loss Loan Commitment or
Shared-Loss Loan, any amendment, modification, renewal or extension thereof, or any waiver of any
term, right, or remedy thereunder, made by the Assuming Institution in good faith and otherwise in
accordance with the applicable requirements set forth in Article III of this Commercial Shared-Loss
Agreement and the then effective written internal credit policy guidelines of the Assuming
Institution; provided, that:




          (i) with respect to a Shared-Loss Loan Commitment or a Shared-Loss Loan that is not a
revolving line of credit, no such amendment, modification, renewal, extension, or waiver, except as
allowed under the definition of Permitted Advance, shall operate to increase the amount of
principal (A) then remaining available to be advanced by the Assuming Institution under the
Shared-Loss Loan Commitment or (B) then outstanding under the Shared-Loss Loan;




          (ii) with respect to a Shared-Loss Loan Commitment or a Shared-Loss Loan that is a revolving
line of credit, no such amendment, modification, renewal, extension, or waiver, except as allowed
under the definition of Permitted Advance, shall operate to increase the maximum amount of
principal authorized as of Bank Closing to be outstanding at any one time under the underlying
revolving line of credit relationship with the debtor (regardless of the extent to which such
revolving line of credit may have been funded as of Bank Closing or may subsequently have been
funded and/or repaid); and




          (iii) no such amendment, modification, renewal, extension or waiver shall extend the term of
such Shared-Loss Loan Commitment or Shared-Loss Loan beyond the end of the final Shared-Loss
Quarter unless the term of such Shared-Loss Loan Commitment or Shared-Loss Loan as existed on Bank
Closing was beyond the end of the final Shared-Loss Quarter, in which event no such amendment,
modification, renewal, extension or waiver shall extend such term beyond the term as existed as of
Bank Closing.




          “Pre-Charge-Off Expenses” means those expenses incurred in the usual and prudent
management of a Shared-Loss Loan that would qualify as a Reimbursable Expense or Recovery Expense
if incurred after a Charge-Off of the related Shared-Loss Asset had occurred.




          “Quarterly Certificate” has the meaning provided in Section 2.1(a)(i) of this
Commercial Shared-Loss Agreement.




          “Recoveries” shall mean the following:




     (i) Generally.



       (A) In addition to any sums to be applied as Recoveries pursuant to subparagraph (ii) below,
“Recoveries” means, with respect to any period, the sum of (without duplication):



         (1) the amount of collections during such period by the Assuming Institution on Charge-Offs of
Shared-Loss Assets effected by the Assuming Institution prior to the end of the final Shared-Loss
Quarter; plus




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





106









 





          (2) the amount of collections during such period by the Assuming Institution on Failed Bank
Charge-Offs/Write-Downs; plus




          (3) the amount of gain on any sale or other disposition during such period by the Assuming
Institution of Shared Loss Loans, Other Real Estate, or Additional ORE (provided,
that the amount of any such gain included in Recoveries shall not exceed the aggregate
amount of the related Failed Bank ChargeOffs/Write-Downs and Charge-Offs taken and any related
Reimbursable Expenses and Recovery Expenses); plus




          (4) the amount of collections during such period by the Assuming Institution of any
Reimbursable Expenses or Recovery Expenses; plus




          (5) the amount of any fee or other consideration received by the Assuming Institution during
or prior to such period in connection with any amendment, modification, renewal, extension,
refinance, restructure, commitment or other similar action taken by the Assuming Institution with
respect to a Shared-Loss Asset with respect to which there exists a Failed Bank
Charge-Off/Write-Down or a Shared-Loss Loan as to which a Charge-Off has been effected by the
Assuming Institution during or prior to such period (provided, that the amount of
any such fee or other consideration included in Recoveries shall not exceed the aggregate amount of
the related Failed Bank Charge-Offs/Write-Downs and Charge-Offs taken and any related Reimbursable
Expenses and Recovery Expenses).




       (B) Order of Application. For the purpose of determining the amounts to be applied as
Recoveries pursuant to subparagraph (A) above, the Assuming Institution shall apply amounts
received on the Assets that are not otherwise applied to reduce the book value of principal of a
Shared-Loss Loan (or, in the case of Other Real Estate, Additional ORE, and Capitalized
Expenditures, that are not otherwise applied to reduce the book value thereof) in the following
order: first to Charge-Offs and Failed Bank ChargeOffs/Write Downs; then to Reimbursable Expenses
and Recovery Expenses; then to interest income; and then to other expenses incurred by the Assuming
Institution.



     (ii) Interest Income as Recoveries. If there occurs an amendment, modification,
renewal, extension, refinance, restructure, commitment, sale or other similar action with respect
to a Shared-Loss Loan as to which there exists a Failed Bank Charge-Off/Write Down or as to which a
Charge-Off has been effected by the Assuming Institution during or
prior to such period, and if as
a result of such occurrence, the Assuming Institution recognizes any interest income for financial
accounting purposes on that Shared-Loss Loan, then “Recoveries” shall also include the portion of
the total amount of any such interest income recognized by the Assuming Institution which is
derived by multiplying:




(A) the total amount of any such interest income recognized by the Assuming Institution
during such period with respect to that Shared-Loss Loan as described above, by




(B) a fraction, the numerator of which is the aggregate principal amount (excluding
reversals or charge-offs of Accrued Interest) of all such Failed Bank
Charge-Offs/Write-Downs and Charge-Offs effected by the Assuming Institution with respect to
that Shared-Loss Loan plus the principal amount of that Shared-Loss Loan that has not yet
been charged-off but has been placed on nonaccrual status, all of which occurred at any time
prior to or during the period in which the interest income referred to in subparagraph
(II)(A) immediately above was recognized, and the denominator of which is the total amount
of principal indebtedness (including all such prior Failed Bank Charge-Offs/Write-Downs and
Charge-Offs as described above) due from the Obligor on that Shared-Loss Loan as of the end
of such period;




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





107









 




provided, however, that the amount of any interest income included as
Recoveries for a particular Shared-Loss Loan shall not exceed the aggregate amount of (x) Failed
Bank Charge-Offs/Write-Downs, (y) Charge-Offs effected by the Assuming Institution during or prior
to the period in which the amount of Recoveries is being determined, plus (z) any Reimbursable
Expenses and Recovery Expenses paid to the Assuming Institution pursuant to this Commercial
Shared-Loss Agreement during or prior to the period in which the amount of Recoveries is being
determined, all with respect to that particular Shared-Loss Loan; and, provided, further, that any
collections on any such Shared-Loss Loan that are not applied to reduce book value of principal or
recognized as interest income shall be applied pursuant to subparagraph (i) above.




     (iii) Exceptions to Recoveries. Notwithstanding subparagraphs (i) and (ii) above, the
term “Recoveries” shall not include:



     (A) any amounts paid to the Assuming Institution by the Receiver pursuant to Section 2.1 of
this Commercial Shared-Loss Agreement;



     (B) amounts received with respect to Charge-Offs effected by the Assuming Institution after
the final Shared-Loss Quarter;



     (C) after the final Shared-Loss Quarter, income received by the Assuming Institution from the
operation of, and any gains recognized by the Assuming Institution on the disposition of, Other
Real Estate, or Additional ORE (such income and gains being hereinafter together referred to as
“ORE Income”), except to the extent that aggregate ORE Income exceeds the aggregate expenses paid
to third parties by or on behalf of the Assuming Institution after the final Shared-Loss Quarter to
manage, operate and maintain Other Real Estate, or Additional ORE (such expenses being hereinafter
referred to as “ORE Expenses”). In determining the extent aggregate ORE Income exceeds aggregate
ORE Expenses for any Recovery Quarter, the Assuming Institution will subtract



          (1) ORE Expenses paid to third parties during such Recovery Quarter (provided,
that, in the case of the final Recovery Quarter only, the Assuming Institution will
subtract ORE Expenses paid to third parties from the beginning of the final Recovery Quarter up to
the date the Assuming Institution is required to deliver the final Quarterly Certificate pursuant
to this Commercial Shared-Loss Agreement), from




          (2) ORE Income received during such Recovery Quarter, to calculate net ORE income (“Net ORE
Income”) for that Recovery Quarter. If the amount of Net ORE Income so calculated for a Recovery
Quarter is positive, such amount shall be reported as Recoveries on the Quarterly Certificate for
such Recovery Quarter.




     If the amount of Net ORE Income so calculated for a Recovery Quarter is negative (“Net ORE
Loss Carryforward”), such amount shall be added to any ORE Expenses paid to third parties in the
next succeeding Recovery Quarter, which sum shall then be subtracted from ORE Income for that next
succeeding Recovery Quarter, for the purpose of determining the amount of Net ORE Income (or, if
applicable, Net ORE Loss Carryforward) for that next succeeding Recovery Quarter. If, as of the end
of the final Recovery Quarter, a Net ORE Loss Carryforward exists, then the amount of the Net ORE
Loss Carryforward that does not exceed the aggregate amount of Net ORE Income reported as
Recoveries on Quarterly Certificates for all Recovery Quarters may be included as a
Recovery Expense on the Quarterly Certificate for the final Recovery Quarter.



          “Recovery Amount” has the meaning provided in Section 2.1(b)(ii) of this Commercial
Shared-Loss Agreement.








			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





108









 








          “Recovery Expenses” means, for any Recovery Quarter, the amount of actual, reasonable
and necessary out-of-pocket expenses (other than Capitalized Expenditures) paid to third parties
(other than Affiliates of the Assuming Institution) by or on behalf of the Assuming Institution, as
limited by Sections 3.2(c) and (d) of Article III to this Commercial Shared-Loss Agreement, to
recover amounts owed with respect to:




          (i) any Shared-Loss Asset as to which a Charge-Off was effected prior to the end of the final
Shared-Loss Quarter (provided that such amounts were incurred no earlier than the date the first
Charge-Off on such Shared-Loss Asset could have been reflected on the Accounting Records of the
Assuming Institution); and




          (ii) Failed Bank Charge-Offs/Write-Downs (including, in each case, all costs and expenses
related to an Environmental Assessment and any other costs or expenses related to any environmental
conditions with respect to the Shared-Loss Assets (it being understood that any remediation
expenses for any such pollutant or contaminant are not recoverable if in excess of $200,000 per
Shared-Loss Asset, without the Assuming Institution having obtained the prior consent of the
Receiver for such expenses).




          Provided, that, so long as income with respect to a Shared-Loss Loan is being
prorated pursuant to the arithmetical formula in subsection (ii) of the definition of “Recoveries”,
the term “Recovery Expenses” shall not include that portion of any such expenses paid
during such Recovery Quarter to recover any amounts owed on that Shared-Loss Loan that is derived
by:




     subtracting (1) the product derived by multiplying:




     (A) the total amount of any such expenses paid by or on behalf of the Assuming
Institution during such Recovery Quarter with respect to that Shared-Loss Loan, by




     (B) a fraction, the numerator of which is the aggregate principal amount
(excluding reversals or charge-offs of Accrued Interest) of all such Failed Bank
Charge-Offs/Write-Downs and Charge-Offs effected by the Assuming Institution with respect to
that Shared-Loss Loan plus the principal amount of that Shared-Loss Loan that has not yet
been charged-off but has been placed on nonaccrual status, all of which occurred at any time
prior to or during the period in which the interest income referred to in subparagraph
(ii)(A) of the definition of “Recoveries” was recognized, and the denominator of
which is the total amount of principal indebtedness (including all such prior Failed Bank
Charge-Offs/Write-Downs and Charge-Offs as described above) due from the Obligor on that
Shared-Loss Loan as of the end of such period;




from (2) the total amount of any such expenses paid during that Recovery Quarter
with respect to that Shared-Loss Loan.



          “Recovery Quarter” has the meaning provided in Section 2.1(a)(ii) of this Commercial
Shared-Loss Agreement.




          “Reimbursable Expenses” means, for any Shared-Loss Quarter, the amount of actual,
reasonable and necessary out-of-pocket expenses (other than Capitalized Expenditures), paid to
third parties (other than Affiliates of the Assuming Institution) by or on behalf of the Assuming
Institution, as limited by Sections 3.2(c) and (d) of Article III of this Commercial Shared-Loss
Agreement, to:








			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





109









 








          (i) recover amounts owed with respect to any Shared-Loss Asset as to which a Charge-Off has
been effected prior to the end of the final Shared-Loss Quarter (provided that such amounts were
incurred no earlier than the date the first Charge-Off on such Shared-Loss Asset could have been
reflected on the Accounting Records of the Assuming Institution) and recover amounts owed with
respect to Failed Bank Charge-Offs/Write-Downs (including, in each case, all costs and expenses
related to an Environmental Assessment and any other costs or expenses related to any environmental
conditions with respect to the Shared-Loss Assets (it being understood that any such remediation
expenses for any such pollutant or contaminant are not recoverable if in excess of $200,000 per
Shared-Loss Asset, without the Assuming Institution having obtained the prior consent of the
Receiver for such expenses); provided, that, so long as subsection (II) of the
definition of “Recoveries,” the term “Reimbursable Expenses” shall not include that portion
of any such expenses paid during such Shared-Loss Quarter to recover any amounts owed on that
Shared-Loss Loan that is derived by:




     subtracting (1) the product derived by multiplying:




(A) the total amount of any such expenses paid by or on behalf of the Assuming
Institution during such Shared-Loss Quarter with respect to that Shared-Loss Loan,
by




(B) a fraction, the numerator of which is the aggregate principal amount
(excluding reversals or charge-offs of Accrued Interest) of all such Failed Bank
Charge-Offs/Write-Downs and Charge-Offs effected by the Assuming Institution with
respect to that Shared-Loss Loan plus the principal amount of that Shared-Loss Loan
that has not yet been charged-off but has been placed on nonaccrual status, all of
which occurred at any time prior to or during the period in which the interest
income referred to in subparagraph (II)(A) of the definition of “Recoveries” was
recognized, and the denominator of which is the total amount of principal
indebtedness (including all such prior Failed Bank Charge-Offs/Write-Downs and
Charge-Offs as described above) due from the Obligor on that Shared-Loss Loan as of
the end of such period;




from (2) the total amount of any such expenses paid during that Shared-Loss Quarter
with respect to that Shared-Loss Loan;



          (ii) manage, operate or maintain Other Real Estate, or Additional ORE less the amount
of any income received by the Assuming Institution during such Shared-Loss Quarter with respect to
such Other Real Estate, or Additional ORE (which resulting amount under this clause (ii) may be
negative);




          (iii) litigation expenses with respect to Shared-Loss Assets.




          “Review Board” has the meaning provided in Section 2.1(f)(i) of this Commercial
Shared-Loss Agreement.




          “Shared-Loss Amount” has the meaning provided in Section 2.1(b)(i) of this Commercial
Shared-Loss Agreement.




          “Shared-Loss Asset Repurchase Price” means, with respect to any Shared-Loss Asset, the
principal amount thereof plus any other fees or penalties due from an Obligor (including, subject
to the limitations discussed below, the amount of any Accrued Interest) stated on the Accounting
Records of the Assuming Institution, as of the date as of which the Shared-Loss Asset Repurchase
Price is being determined (regardless, in the case of a Shared-Loss Loan, of the Legal Balance
thereof) plus all Reimbursable Expenses and Recovery Expenses incurred up to and through the date
of consummation of purchase of such Shared-Loss Asset; provided, that (i) in the
case of a Shared-Loss Loan there shall be







			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





110









 







excluded from such amount the amount of any Accrued Interest accrued on or with respect to
such Shared-Loss Loan prior to the ninety (90)-day period ending on the day prior to the purchase
date determined pursuant to Sections 2.1(e)(i) or 2.1(e)(iii) of this Commercial Shared-Loss
Agreement, except to the extent such Accrued Interest was included in the Book Value of such
Shared-Loss Loan, and (ii) any collections on a Shared-Loss Loan received by the Assuming
Institution after the purchase date applicable to such Shared-Loss Loan shall be applied (without
duplication) to reduce the Shared-Loss Asset Repurchase Price of such Shared-Loss Loan on a
dollar-for-dollar basis. For purposes of determining the amount of unpaid interest which accrued
during a given period with respect to a variable-rate Shared-Loss Loan, all collections of interest
shall be deemed to be applied to unpaid interest in the chronological order in which such interest
accrued.




          “Shared-Loss Assets” means Shared-Loss Loans, Other Real Estate purchased by the
Assuming Institution, Additional ORE, Shared-Loss Subsidiaries, and Capitalized Expenditures, but
does not include Shared-Loss Securities.




          “Shared-Loss Loan Commitment” means:




          (i) any Commitment to make a further extension of credit or to make a further advance with
respect to an existing Shared-Loss Loan; and




          (ii) any Shared-Loss Loan Commitment (described in subparagraph (i) immediately preceding)
with respect to which the Assuming Institution has made a Permitted Amendment.




          “Shared-Loss Loan Commitment Advance” means an advance pursuant to a Shared-Loss Loan
Commitment with respect to which the Assuming Institution has not made a Permitted Advance.




          “Shared-Loss Loans” means:




          (i) (A) Loans purchased by the Assuming Institution pursuant to the Purchase and Assumption
Agreement set forth on Schedule 4.15(b) to the Purchase and Assumption Agreement;




               (B) New Shared-Loss Loans purchased by the Assuming Institution pursuant to the Purchase and
Assumption Agreement;



               (C) Permitted Advances;



               (D) Shared-Loss Loan Commitment Advances, if any; provided, that Shared-Loss
Loans shall not include Loans, New Shared-Loss Loans, Permitted Advances and Shared-Loss Loan
Commitment Advances with respect to which an Acquired Subsidiary, or a constituent Subsidiary
thereof, is an Obligor;



               (E) but does not include Consumer Loans; and



          (ii) any Shared-Loss Loans (described in subparagraph (i) immediately preceding) with respect
to which the Assuming Institution has made a Permitted Amendment.




          “Shared-Loss Securities” means those securities and other assets listed on Exhibit
4.15(C).




          “Shared-Loss Subsidiaries” means those subsidiaries listed on Exhibit 4.15D.




          “Shared-Loss Quarter” has the meaning provided in Section 2.1(a)(i) of this Commercial
Shared-Loss Agreement.








			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





111









 








          “Shares” means common stock and any instrument which by its terms is currently
convertible into common stock, or which may become convertible into common stock.




          “SLS Net Realized Gain” means the net realized gain on the sale of a Shared Loss
Security determined pursuant to FAS 115, expressed as a negative number on the Quarterly
Certificate.




          “SLS Net Realized Loss” means the net realized loss on the sale of a Shared Loss
Security determined pursuant to FAS 115, expressed as a positive number on the Quarterly
Certificate.




          “Termination Date” means the eighth (8th) anniversary of the Commencement Date.




          “Total Intrinsic Loss Estimate” means the sum of the Commercial Intrinsic Loss
Estimate in this Commercial Shared-Loss Agreement and the SF1-4 Intrinsic Loss Estimate in the
Single Family Shared-Loss Agreement, expressed in dollars.




          “Third Party Servicer” means any servicer appointed from time to time by the Assuming
Institution or any Affiliate of the Assuming Institution to service the Shared-Loss Assets on
behalf of the Assuming Institution, the identity of which shall be given to the Receiver prior to
or concurrent with the appointment thereof.




ARTICLE II — SHARED-LOSS ARRANGEMENT




     2.1 Shared-Loss Arrangement.



          (a) Quarterly Certificates. (i) Not later than thirty (30) days after the end of each
Calendar Quarter from and including the initial Calendar Quarter to and including the Calendar
Quarter in which the Applicable Anniversary of the Commencement Date falls (each of such Calendar
Quarters being referred to herein as a “Shared-Loss Quarter”), the Assuming Institution shall
deliver to the Receiver a certificate, signed by the Assuming Institution’s chief executive officer
and its chief financial officer, setting forth in such form and detail as the Receiver may specify
(a “Quarterly Certificate”)(an example of a Quarterly Certificate is attached as Exhibit 1):





     (A) the amount of Charge-Offs, the amount of Recoveries and the amount of Net
Charge-Offs (which amount may be negative) during such Shared-Loss Quarter with
respect to the Shared-Loss Assets (and for Recoveries, with respect to the Assets
for which a charge-off was effected by the Failed Bank prior to Bank Closing); and




     (B) the aggregate amount of Reimbursable Expenses (which amount may be
negative) during such Shared-Loss Quarter; and




     (C) SLS Net Realized Loss and SLS Net Realized Gain, if any; and




     (D) any OTTI Adjustment.



          (ii) Not later than thirty (30) days after the end of each Calendar Quarter from and including
the first Calendar Quarter following the final Shared-Loss Quarter to and including the Calendar
Quarter in which the Termination Date falls (each of such Calendar Quarters being referred to
herein as a “Recovery Quarter”), the Assuming Institution shall deliver to the Receiver a Quarterly
Certificate setting forth, in such form and detail as the Receiver may specify








			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





112









 









     (A) the amount of Recoveries and Recovery Expenses during such Recovery
Quarter. On the Quarterly Certificate for the first Recovery Quarter only,
the Assuming Institution may report as a separate item, in such form and detail as
the Receiver may specify, the aggregate amount of any Reimbursable Expenses that:
(a) were incurred prior to or during the final Shared-Loss Quarter, and (b)
had not been included in any Quarterly Certificate for any Shared-Loss
Quarter because they had not been actually paid by or on behalf of the Assuming
Institution (in accordance with the terms of this Commercial Shared-Loss Agreement)
during any Shared-Loss Quarter and (c) were actually paid by or on behalf of
the Assuming Institution (in accordance with the terms of this Commercial
Shared-Loss Agreement) during the first Recovery Quarter; and




     (B) SLS Net Realized Gain, and any reversals of OTTI Loss.



          (b) Payments With Respect to Shared-Loss Assets.




          (i) For purposes of this Section 2.1(b), the Assuming Institution shall initially record the
Shared-Loss Assets on its Accounting Records at Book Value, and initially record the Shared-Loss
Securities on its Accounting Records at Book Value, and adjust such amounts as such values may
change after the Bank Closing. If the amount of all Net Charge-Offs during any Shared-Loss Quarter
plus Reimbursable Expenses, plus SLS Net Realized Gain and SLS Net Realized Loss,
plus, the OTTI Adjustment during such Shared-Loss Quarter (the “Shared-Loss Amount”) is
positive, then, except as provided in Sections 2.1(c) and (e) below, and subject to the provisions
of Section 2.1(b)(vi) below, not later than fifteen (15) days after the date on which the Receiver
receives the Quarterly Certificate with respect to such Shared-Loss Quarter, the Receiver shall pay
to the Assuming Institution an amount equal to the Applicable Percentage of the Shared-Loss Amount
for such Shared-Loss Quarter. If the Shared-Loss Amount during any Shared-Loss Quarter is negative,
the Assuming Institution shall pay to the Receiver an amount equal to the Applicable Percentage of
the Shared-Loss Amount for such Shared-Loss Quarter, which payment shall be delivered to the
Receiver together with the Quarterly Certificate for such Shared-Loss Quarter.




          (ii) (A) If the amount of gross Recoveries during any Recovery Quarter less Recovery
Expenses during such Recovery Quarter plus SLS Net Realized Gains and reversals of OTTI Loss on
Shared-Loss Securities (the “Recovery Amount”) is positive, then, simultaneously with its delivery
of the Quarterly Certificate with respect to such Recovery Quarter, the Assuming Institution shall
pay to the Receiver an amount equal to the Applicable Percentage of the Recovery Amount for such
Recovery Quarter.




               (B) If the Recovery Amount is negative, then such negative amount shall be subtracted from the
amount of gross Recoveries during the next succeeding Recovery Quarter in determining the Recovery
Amount in such next succeeding Recovery Quarter; provided, that this Section
2.1(b)(ii) shall operate successively in the event that the Recovery Amount (after giving effect to
this Section 2.1(b)(ii)) in such next succeeding Recovery Quarter is negative.



               (C) The Assuming Institution shall specify, in the Quarterly Certificate for the final
Recovery Quarter, the aggregate amount for all Recovery Quarters only, as of the end of, and
including, the final Recovery Quarter of (A) Recoveries plus SLS Net Realized Gains and reversals
of OTTI Loss on Shared-Loss Securities (“Aggregate Recovery Period Recoveries”), (B) Recovery
Expenses (“Aggregate Recovery Expenses”), and (C) only those Recovery Expenses that have
been actually “offset” against Aggregate Recovery Period Recoveries (including those so “offset” in
that final Recovery Quarter) (“Aggregate Offset Recovery Expenses”); as used in this sentence, the
term “offset”




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





113









 




means the amount that has been applied to reduce gross Recoveries in any Recovery Quarter
pursuant to the methodology set forth in this Section 2.1(b)(ii). If, at the end of the final
Recovery Quarter the amount of Aggregate Recovery Expenses exceeds the amount of Aggregate Recovery
Period Recoveries, the Receiver shall have no obligation to pay to the Assuming Institution all or
any portion of such excess.




               (D) Subsequent to the Assuming Institution’s calculation of the Recovery Amount (if any) for
the final Recovery Quarter, the Assuming Institution shall also show on the Quarterly Certificate
for the final Recovery Quarter the results of the following three mathematical calculations: (i)
Aggregate Recovery Period Recoveries minus Aggregate Offset Recovery Expenses; (ii)
Aggregate Recovery Expenses minus Aggregate Offset Recovery Expenses; and (iii) the lesser
of the two amounts calculated in (i) and (ii) immediately above (“Additional Recovery Expenses”)
multiplied by the Applicable Percentage (the amount so calculated in (iii) being defined as
the “Additional Recovery Expense Amount”). If the Additional Recovery Expense Amount is greater
than zero, then the Assuming Institution may request in the Quarterly Certificate for the final
Recovery Quarter that the Receiver reimburse the Assuming Institution the amount of the Additional
Recovery Expense Amount and the Receiver shall pay to the Assuming Institution the Additional
Recovery Expense Amount within fifteen (15) days after the date on which the Receiver receives that
Quarterly Certificate.



               (E) On the Quarterly Certificate for the final Recovery Quarter only, the Assuming Institution
may include, in addition to any Recovery Expenses for that Recovery Quarter that were paid by or on
behalf of the Assuming Institution in that Recovery Quarter, those Recovery Expenses that: (a) were
incurred prior to or during the final Recovery Quarter, and (b) had not been
included in any Quarterly Certificate for any Recovery Quarter because they had not been actually
paid by or on behalf of the Assuming Institution (in accordance with the terms of this Commercial
Shared-Loss Agreement) during any Recovery Quarter, and (c) were actually paid by or on
behalf of the Assuming Institution (in accordance with the terms of this Commercial Shared-Loss
Agreement) prior to the date the Assuming Institution is required to deliver that final Quarterly
Certificate to the Receiver under the terms of Section 2.1(a)(ii).



          (iii) With respect to each Shared-Loss Quarter and Recovery Quarter, collections by or on
behalf of the Assuming Institution on any charge-off effected by the Failed Bank prior to Bank
Closing on an Asset other than a Shared-Loss Asset or Shared-Loss Securities shall be reported as
Recoveries under this Section 2.1 only to the extent such collections exceed the Book Value of such
Asset, if any. For any Shared-Loss Quarter or Recovery Quarter in which collections by or on behalf
of the Assuming Institution on such Asset are applied to both Book Value and to a charge-off
effected by the Failed Bank prior to Bank Closing, the amount of expenditures incurred by or on
behalf of the Assuming Institution attributable to the collection of any such Asset, that shall be
considered a Reimbursable Expense or a Recovery Expense under this Section 2.1 will be limited to a
proportion of such expenditures which is equal to the proportion derived by dividing (A) the amount
of collections on such Asset applied to a charge-off effected by the Failed Bank prior to Bank
Closing, by (B) the total collections on such Assets. With respect to Assets that were completely
charged off by the Failed Bank and had a zero Book Value at Bank Closing, for the purpose of
calculating the payments under this Section 2.1(b) for Recoveries on those Assets for each such
quarter, the Assuming Institution shall pay an amount equal to fifty percent (50%) of the
Recoveries on Failed Bank Charge-Offs/Write-Downs with respect to such Assets, and shall separately
account for the other computations on those Recoveries under this Section 2.1(b) using fifty
percent (50%) (and not the Applicable Percentage).




          (iv) If the Assuming Institution has duly specified an amount of Reimbursable Expenses on the
Quarterly Certificate for the first Recovery Quarter as described above in Section 2.1(a)(ii)(E),
then, not later than fifteen (15) days after the date on which the Receiver receives that







			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





114









 







Quarterly Certificate, the Receiver shall pay to the Assuming Institution an amount equal to
the Applicable Percentage of the amount of such Reimbursable Expenses.




          (v) Payments from the Receiver with respect to this Commercial Shared-Loss Agreement are
administrative expenses of the Receiver. To the extent the Receiver needs funds for shared-loss
payments respect to this Commercial Shared-Loss Agreement, the Receiver shall request funds under
the Master Loan and Security Agreement, as amended (“MLSA”), from FDIC in its corporate capacity.
The Receiver will not agree to any amendment of the MLSA that would prevent the Receiver from
drawing on the MLSA to fund shared-loss payments.




          (c) Limitation on Shared-Loss Payment. The Receiver shall not be required to make any
payments pursuant to this Section 2.1 with respect to any Charge-Off of a Shared-Loss Asset that
the Receiver or the Corporation determines, based upon the Examination Criteria, should not have
been effected by the Assuming Institution; provided, (x) the Receiver must provide notice to the
Assuming Institution detailing the grounds for not making such payment, (y) the Receiver must
provide the Assuming Institution with a reasonable opportunity to cure any such deficiency and (z)
(1) to the extent curable, if cured, the Receiver shall make payment with respect to any properly
effected Charge-Off and (2) to the extent not curable, the Receiver shall make a payment as to all
Charge-Offs (or portion of Charge-Offs) that were effected which would have been payable as a
Charge-Off if the Assuming Institution had properly effected such Charge-Off. In the event that the
Receiver does not make any payments with respect to any Charge-Off of a Shared-Loss Asset pursuant
to this Section 2.1 or determines that a payment was improperly made, the Assuming Institution and
the Receiver shall, upon final resolution, make such accounting adjustments and payments as may be
necessary to give retroactive effect to such corrections. Failure to administer any Shared-Loss
Asset or Assets, or Shared-Loss Securities, in accordance with Article III shall at the discretion
of the Receiver constitute grounds for the loss of shared loss coverage with respect to such
Shared-Loss Loan or Loans.




          (d) Sale of, or Additional Advances or Amendments with Respect to, Shared-Loss Loans and
Administration of Related Loans. No Shared-Loss Loan shall be treated as a Shared-Loss Asset
pursuant to this Section 2.1 (i) if the Assuming Institution sells or otherwise transfers such
Shared-Loss Loan or any interest therein (whether with or without recourse) to any Person, (ii)
after the Assuming Institution makes any additional advance, commitment or increase in the amount
of a commitment with respect to such Shared-Loss Loan that does not constitute a Permitted Advance
or a Shared-Loss Loan Commitment Advance, (iii) after the Assuming Institution makes any amendment,
modification, renewal or extension to such Shared-Loss Loan that does not constitute a Permitted
Amendment, or (iv) after the Assuming Institution has managed, administered or collected any
“Related Loan” (as such term is defined in Section 3.4 of Article III of this Commercial
Shared-Loss Agreement) in any manner which would have the effect of increasing the amount of any
collections with respect to the Related Loan to the detriment of such Shared-Loss Asset to which
such loan is related; provided, that any such Shared-Loss Loan that has been the
subject of Charge-Offs prior to the taking of any action described in clause (i), (ii), (iii) or
(iv) of this Section 2.1(d) by the Assuming Institution shall be treated as a Shared-Loss Asset
pursuant to this Section 2.1 solely for the purpose of treatment of Recoveries on such Charge-Offs
until such time as the amount of Recoveries with respect to such Shared-Loss Asset equals such
Charge-Offs.




          (e) Option to Purchase.




          (i) In the event that the Assuming Institution determines that there is a substantial
likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off
was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the







			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





115









 







Accounting Records of the Assuming Institution will result in an expenditure, after Bank
Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose
(the expenditure of which, in its best judgment, will maximize collections), which do not
constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent
(10%) of the then book value thereof as reflected on the Accounting Records of the Assuming
Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request
that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this
Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that
the previously mentioned situation exists with respect to continued efforts to collect a
Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in
either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming
Institution, the Assuming Institution may so notify the Receiver and request that such expenditure
be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its
receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or
denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as
the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to
such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in
accordance with Section 2.2, except that the Assuming Institution shall not be required to make
such expenditures. At any time after its receipt of such a notice and on or prior to the
Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as
provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such
expenditure.




          (ii) During the period prior to the Termination Date, the Assuming Institution shall notify
the Receiver within fifteen (15) days after any of the following becomes fully or partially
charged-off:





     (A) a Shared-Loss Loan having a Legal Balance (or, in the case of more than one
(1) Shared-Loss Loan made to the same Obligor, a combined Legal Balance) of
$5,000,000 or more in circumstances in which the legal claim against the relevant
Obligor survives; or




     (B) a Shared-Loss Loan to a director, an “executive officer” as defined in 12
C.F.R. 215.2(d), a “principal shareholder” as defined in 12 C.F.R. 215.2(1), or an
Affiliate of the Assuming Institution.



          During the period prior to the Termination Date, the Assuming Institution shall notify the
Receiver within fifteen (15) days after any complete or partial charge-off of a Shared-Loss Loan to
a director, an “executive officer” as defined in 12 C.F.R., 215.2(d), a “principal shareholder” as
defined in 12 C.F.R., 215.2(1), or an Affiliate of the Assuming Institution.




          (iii) If the Receiver determines in its discretion that the Assuming Institution is not
diligently pursuing collection efforts with respect to any Shared-Loss Asset which has been fully
or partially charged-off or written-down (including any Shared-Loss Asset which is identified or
required to be identified in a notice pursuant to Section 2.1(e)(ii)) or any Asset for which there
exists a Failed Bank ChargeOff/Write-Down, the Receiver may at its option, exercisable at any time
on or prior to the Termination Date, require the Assuming Institution to assign, transfer and
convey such Shared-Loss Asset or Asset to and for the sole benefit of the Receiver for a price
equal to the Shared-Loss Asset Repurchase Price thereof less the Related Liability Amount with
respect to any Related Liabilities related to such Shared-Loss Asset or Asset.








			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





116









 








          (iv) Not later than ten (10) days after the date upon which the Assuming Institution receives
notice of the Receiver’s intention to purchase or require the assignment of any Shared-Loss Asset
or Asset pursuant to Section 2.1(e)(i) or (iii), the Assuming Institution shall transfer to the
Receiver such Shared-Loss Asset or Asset and any Credit Files relating thereto and shall take all
such other actions as may be necessary and appropriate to adequately effect the transfer of such
Shared-Loss Asset or Asset from the Assuming Institution to the Receiver. Not later than fifteen
(15) days after the date upon which the Receiver receives such Shared-Loss Asset or Asset and any
Credit Files relating thereto, the Receiver shall pay to the Assuming Institution an amount equal
to the Shared-Loss Asset Repurchase Price of such Shared-Loss Asset or Asset less the Related
Liability Amount.




          (v) The Receiver shall assume all Related Liabilities with respect to any Shared-Loss Asset or
Asset set forth in the notice described in Section 2.1(e)(iv).




          (f) Dispute Resolution.




          (i) (A) Any dispute as to whether a Charge-Off of a Shared-Loss Asset was made in accordance
with Examination Criteria shall be resolved by the Assuming Institution’s Chartering Authority. (B)
With respect to any other dispute arising under the terms of this Commercial Shared-Loss Agreement
which the parties hereto cannot resolve after having negotiated such matter, in good faith, for a
thirty (30) day period, other than a dispute the Corporation is not permitted to submit to
arbitration under the Administrative Dispute Resolution Act of 1996 (“ADRA”), as amended, such
other dispute shall be resolved by determination of a review board (a “Review Board”) established
pursuant to Section 2.1(f). Any Review Board under this Section 2.1(f) shall follow the provisions
of the Federal Arbitration Act and shall follow the provisions of the ADRA. (C) Any determination
by the Assuming Institution’s Chartering Authority or by a Review Board shall be conclusive and
binding on the parties hereto and not subject to further dispute, and judgment may be entered on
said determination in accordance with applicable arbitration law in any court having jurisdiction
thereof.




          (ii) A Review Board shall consist of three (3) members, each of whom shall have such expertise
as the Corporation and the Assuming Institution agree is relevant. As appropriate, the Receiver or
the Corporation (the “FDIC Party”) will select one member, one member will be selected by the
Assuming Institution and the third member (the “Neutral Member”) will be selected by the other two
members. The member of the Review Board selected by a party may be removed at any time by such
party upon two (2) days’ written notice to the other party of the selection of a replacement
member. The Neutral Member may be removed by unanimous action of the members appointed by the FDIC
Party and the Assuming Institution after two (2) days’ prior written notice to the FDIC Party and
the Assuming Institution of the selection of a replacement Neutral Member. In addition, if a
Neutral Member fails for any reason to serve or continue to serve on the Review Board, the other
remaining members shall so notify the parties to the dispute and the Neutral Member in writing that
such Neutral Member will be replaced, and the Neutral Member shall thereafter be replaced by the
unanimous action of the other remaining members within twenty (20) business days of that
notification.




          (iii) No dispute may be submitted to a Review Board by any of the parties to this Commercial
Shared-Loss Agreement unless such party has provided to the other party a written notice of dispute
(“Notice of Dispute”). During the forty-five (45)-day period following the providing of a Notice of
Dispute, the parties to the dispute will make every effort in good faith to resolve the dispute by
mutual agreement. As part of these good faith efforts, the parties should consider the use of less
formal dispute resolution techniques, as judged appropriate by each party in its sole discretion.
Such techniques may include, but are not limited to, mediation, settlement conference, and early
neutral evaluation. If the parties have not agreed to a resolution of the dispute by the end of
such forty-five (45)-day period, then,







			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





117









 







subject to the discretion of the Corporation and the written consent of the Assuming
Institution as set forth in Section 2.1(f)(i)(B) above, on the first day following the end of such
period, the FDIC Party and the Assuming Institution shall notify each other of its selection of its
member of the Review Board and such members shall be instructed to promptly select the Neutral
Member of the Review Board. If the members appointed by the FDIC Party and the Assuming Bank are
unable to promptly agree upon the initial selection of the Neutral Member, or a timely replacement
Neutral Member as set forth in Section 2.1(f)(ii) above, the two appointed members shall apply to
the American Arbitration Association (“AAA”), and such Neutral Member shall be appointed in
accordance with the Commercial Arbitration Rules of the AAA.




          (iv) The resolution of a dispute pursuant to this Section 2.1(f) shall be governed by the
Commercial Arbitration Rules of the AAA to the extent that such rules are not inconsistent with
this Section 2.1(f). The Review Board may modify the procedures set forth in such rules from time
to time with the prior approval of the FDIC Party and the Assuming Institution.




          (v) Within fifteen (15) days after the last to occur of the final written submissions of both
parties, the presentation of witnesses, if any, and oral presentations, if any, the Review Board
shall adopt the position of one of the parties and shall present to the parties a written award
regarding the dispute. The determination of any two (2) members of a Review Board will constitute
the determination of such Review Board.




          (vi) The FDIC Party and the Assuming Institution will each pay the fees and expenses of the
member of the Review Board selected by it. The FDIC Party and Assuming Institution will share
equally the fees and expenses of the Neutral Member. No such fees or expenses incurred by or on
behalf of the Assuming Institution shall be subject to reimbursement by the FDIC Party under this
Commercial Shared-Loss Agreement or otherwise.




          (vii) Each party will bear all costs and expenses incurred by it in connection with the
submission of any dispute to a Review Board. No such costs or expenses incurred by or on behalf of
the Assuming Institution shall be subject to reimbursement by the FDIC Party under this Commercial
Shared-Loss Agreement or otherwise. The Review Board shall have no authority to award costs or
expenses incurred by either party to these proceedings.




          (viii) Any dispute resolution proceeding held pursuant to this Section 2.1(f) shall not be
public. In addition, each party and each member of any Review Board shall strictly maintain the
confidentiality of all issues, disputes, arguments, positions and interpretations of any such
proceeding, as well as all information, attachments, enclosures, exhibits, summaries, compilations,
studies, analyses, notes, documents, statements, schedules and other similar items associated
therewith, except as the parties agree in writing or such disclosure is required pursuant to law,
rule or regulation. Pursuant to ADRA, dispute resolution communications may not be disclosed either
by the parties or by any member of the Review board unless:





(1) all parties to the dispute resolution proceeding agree in writing;




(2) the communication has already been made public;




(3) the communication is required by statute, rule or regulation to be made public;
or




(4) a court determines that such testimony or disclosure is necessary to prevent a
manifest injustice, help establish a violation of the law or prevent harm to the
public health or safety, or of sufficient magnitude in the particular case to
outweigh the integrity of dispute resolution proceedings in general by reducing the
confidence of parties in future cases that their communications will remain
confidential.




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





118









 





          (ix) Any dispute resolution proceeding pursuant to this Section 2.1(f) (whether as a matter of
good faith negotiations, by resort to a Review Board, or otherwise) is a compromise negotiation for
purposes of the Federal Rules of Evidence and state rules of evidence. The parties agree that all
proceedings, including any statement made or document prepared by any party, attorney or other
participants are privileged and shall not be disclosed in any subsequent proceeding or document or
construed for any purpose as an admission against interest. Any document submitted and any
statements made during any dispute resolution proceeding are for settlement purposes only. The
parties further agree not to subpoena any of the members of the Review Board or any documents
submitted to the Review Board. In no event will the Neutral Member voluntarily testify on behalf of
any party.




          (x) No decision, interpretation, determination, analysis, statement, award or other
pronouncement of any Review Board shall constitute precedent as regards any subsequent proceeding
(whether or not such proceeding involves dispute resolution under this Commercial Shared-Loss
Agreement) nor shall any Review Board be bound to follow any decision, interpretation,
determination, analysis, statement, award or other pronouncement rendered by any previous Review
Board or any other previous dispute resolution panel which may have convened in connection with a
transaction involving other failed financial institutions or Federal assistance transactions.




          (xi) The parties may extend any period of time in this Section 2.1(f) by mutual agreement.
Notwithstanding anything above to the contrary, no dispute shall be submitted to a Review Board
until each member of the Review Board, and any substitute member, if applicable, agrees to be bound
by the provisions of this Section 2.1(f) as applicable to members of a Review Board. Prior to the
commencement of the Review Board proceedings, or, in the case of a substitute Neutral Member, prior
to the re-commencement of such proceedings subsequent to that substitution, the Neutral Member
shall provide a written oath of impartiality.




          (xii) For the avoidance of doubt, and notwithstanding anything herein to the contrary, in the
event any notice of dispute is provided to a party under this Section 2.1(g) prior to the
Termination Date, the terms of this Commercial Shared-Loss Agreement shall remain in effect with
respect to any such items set forth in such notice until such time as any such dispute with respect
to such item is finally resolved.




          (g) Payment in the Event Losses Fail to Reach Expected Level. If the asset premium
(discount) bid is less than negative five per cent [(5%)], then on the date that is 45 days
following the last day (such day, the “True-Up Measurement Date”) of the calendar month in which
the tenth anniversary of the calendar day following the Bank Closing occurs, or upon the final
disposition of all Shared Loss Assets under the Single Family Shared-Loss Agreement at any time
after the termination of this Commercial Shared-Loss Agreement, the Assuming Institution shall pay
to the Receiver fifty percent (50%) of any positive amount resulting from the following
calculation:





A
– (B + C + D), where




A equals 20% of the Total Intrinsic Loss Estimate;




B equals 20% of the Net Loss Amount;




C equals 25% of the asset premium (discount) bid, expressed in dollars, of total Shared Loss
Assets on Schedules 4.15A and 4.15B at Bank Closing; and




D equals 3.5% of total Shared Loss Assets on Schedules 4.15A and 4.15B at Bank Closing.




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





119









 




The Assuming Institution shall deliver to the Receiver not later than 30 days following the True-Up
Measurement Date, a schedule, signed by an officer of the Assuming Institution, setting forth in
reasonable detail the foregoing calculation, including the calculation of the Net Loss Amount.




     2.2 Administration of Shared-Loss Assets. The Assuming Institution shall at all times
prior to the Termination Date comply with the Rules Regarding the Administration of Shared-Loss
Assets as set forth in Article III of this Commercial Shared-Loss Agreement.



     2.3 Auditor Report; Right to Audit.



          (a) Within the time period permitted for the examination audit pursuant to 12 CFR Section 363
after the end of each fiscal year from and including the fiscal year during which Bank Closing
falls to and including the calendar year during which the Termination Date falls, the Assuming
Institution shall deliver to the Corporation and to the Receiver a report signed by its independent
public accountants stating that they have reviewed the terms of this Commercial Shared-Loss
Agreement and that, in the course of their annual audit of the Assuming Institution’s books and
records, nothing has come to their attention suggesting that any computations required to be made
by the Assuming Institution during such year by this Article II were not made by the Assuming
Institution in accordance herewith. In the event that the Assuming Institution cannot comply with
the preceding sentence, it shall promptly submit to the Receiver corrected computations together
with a report signed by its independent public accountants stating that, after giving effect to
such corrected computations, nothing has come to their attention suggesting that any computations
required to be made by the Assuming Institution during such year by this Article II were not made
by the Assuming Institution in accordance herewith. In such event, the Assuming Institution and the
Receiver shall make all such accounting adjustments and payments as may be necessary to give effect
to each correction reflected in such corrected computations, retroactive to the date on which the
corresponding incorrect computation was made. It is the intention of this provision to align the
timing of the audit required under this Commercial Shared-Loss Agreement with the examination audit
required pursuant to 12 CFR Section 363.




          (b) The Assuming Institution shall perform on an annual basis an internal audit of its
compliance with the provisions of this Article II and shall provide the Receiver and the
Corporation with copies of the internal audit reports and access to internal audit workpapers
related to such internal audit.




          (c) The Receiver or the Corporation, their agents, contractors and their employees, may
perform an audit to determine the Assuming Institution’s compliance with the provisions of this
Commercial Shared-Loss Agreement, including this Article II, at any time by providing not less than
ten (10) Business Days prior written notice. The scope and duration of any such audit shall be
within the discretion of the Receiver or the Corporation, as the case may be, but shall in no event
be administered in a manner that unreasonably interferes with the operation of the Assuming
Institution’s business. The Receiver or the Corporation, as the case may be, shall bear the expense
of any such audit. In the event that any corrections are necessary as a result of such an audit,
the Assuming Institution and the Receiver shall make such accounting adjustments and payments as
may be necessary to give retroactive effect to such corrections.




     2.4 Withholdings. Notwithstanding any other provision in this Article II, the
Receiver, upon the direction of the Director (or designee) of the Corporation’s Division of
Resolutions and Receiverships, may withhold payment for any amounts included in a Quarterly
Certificate delivered pursuant to Section 2.1, if, in its judgment, there is a reasonable basis
under the terms of this Commercial Shared-Loss Agreement for denying the eligibility of an item for
which reimbursement or payment is sought under such Section. In such event, the Receiver shall
provide a written notice to the Assuming




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





120









 




Institution detailing the grounds for withholding such payment. At such time as the Assuming
Institution demonstrates to the satisfaction of the Receiver that the grounds for such withholding
of payment, or portion of payment, no longer exist or have been cured, then the Receiver shall pay
the Assuming Institution the amount withheld which the Receiver determines is eligible for payment,
within fifteen (15) Business Days. In the event the Receiver or the Assuming Institution elects to
submit the issue of the eligibility of the item for reimbursement or payment for determination
under the dispute resolution procedures of Section 2.1(f), then (i) if the dispute is settled by
the mutual agreement of the parties in accordance with Section 2.1(f)(iii), the Receiver shall pay
the amount withheld (to the extent so agreed) within fifteen (15) Business Days from the date upon
which the dispute is determined by the parties to be resolved by mutual agreement, and (ii) if the
dispute is resolved by the determination of a Review Board, the Receiver shall pay the amount
withheld (to the extent so determined) within fifteen (15) Business Days from the date upon which
the Receiver is notified of the determination by the Review Board of its obligation to make such
payment. Any payment by the Receiver pursuant to this Section 2.4 shall be made together with
interest on the amount thereof from the date the payment was agreed or determined otherwise to be
due, at the interest rate per annum determined by the Receiver to be equal to the coupon equivalent
of the three (3)-month U.S. Treasury Bill Rate in effect as of the first Business Day of each
Calendar Quarter during which such interest accrues as reported in the Federal Reserve Board’s
Statistical Release for Selected Interest Rates H.15 opposite the caption “Auction Average -
3-Month” or, if not so reported for such day, for the next preceding Business Day for which such
rate was so reported.




     2.5 Books and Records. The Assuming Institution shall at all times during the term of
this Commercial Shared-Loss Agreement keep books and records which fairly present all dealings and
transactions carried out in connection with its business and affairs. Except as otherwise provided
for in the Purchase and Assumption Agreement or this Commercial Shared-Loss Agreement, all
financial books and records shall be kept in accordance with generally accepted accounting
principles, consistently applied for the periods involved and in a manner such that information
necessary to determine compliance with any requirement of the Purchase and Assumption Agreement or
this Commercial Shared-Loss Agreement will be readily obtainable, and in a manner such that the
purposes of the Purchase and Assumption Agreement or this Commercial Shared-Loss Agreement may be
effectively accomplished. Without the prior written approval of the Corporation, the Assuming
Institution shall not make any change in its accounting principles adversely affecting the value of
the Shared-Loss Assets except as required by a change in generally accepted accounting principles.
The Assuming Institution shall notify the Corporation of any change in its accounting principles
affecting the Shared-Loss Assets which it believes are required by a change in generally accepted
accounting principles.



     2.6 Information. The Assuming Institution shall promptly provide to the Corporation
such other information, including financial statements and computations, relating to the
performance of the provisions of the Purchase and Assumption Agreement or otherwise relating to its
business and affairs or this Commercial Shared-Loss Agreement, as the Corporation or the Receiver
may request from time to time.



     2.7 Tax Ruling. The Assuming Institution shall not at any time, without the
Corporation’s prior written consent, seek a private letter ruling or other determination from the
Internal Revenue Service or otherwise seek to qualify for any special tax treatment or benefits
associated with any payments made by the Corporation pursuant to the Purchase and Assumption
Agreement or this Commercial Shared-Loss Agreement.



ARTICLE III — RULES REGARDING THE ADMINISTRATION OF SHARED-LOSS ASSETS

AND SHARED-LOSS SECURITIES







			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





121









 








     3.1 Agreement with Rennet to Administration. The Assuming Institution shall (and shall
cause any of its Affiliates to which the Assuming Institution transfers any Shared-Loss Assets or
Shared-Loss Securities), or shall cause a Third Party Servicer to, manage, administer, and collect
the Shared-Loss Assets and Shared-Loss Securities while owned by the Assuming Institution or any
Affiliate thereof during the term of this Commercial Shared-Loss Agreement in accordance with the
rules set forth in this Article III (“Rules”). The Assuming Institution shall be responsible to the
Receiver and the Corporation in the performance of its duties hereunder and shall provide to the
Receiver and the Corporation such reports as the Receiver or the Corporation reasonably deems
advisable, including but not limited to the reports required by Section 3.3 hereof, and shall
permit the Receiver and the Corporation at all times to monitor the Assuming Institution’s
performance of its duties hereunder.



     3.2 Duties of the Assuming Institution with Respect to Shared-Loss Assets.



     (a) In the performance of its duties under these Rules, the Assuming Institution shall:



          (i) manage, administer, collect and effect Charge-Offs and Recoveries with respect to each
Shared-Loss Asset in a manner consistent with (A) usual and prudent business and banking practices;
(B) the Assuming Institution’s (or, in the case a Third Party Servicer is engaged, the Third Party
Servicer’s) practices and procedures including, without limitation, the then-effective written
internal credit policy guidelines of the Assuming Institution, with respect to the management,
administration and collection of and taking of charge-offs and write-downs with respect to loans,
other real estate and repossessed collateral that do not constitute Shared Loss Assets;




          (ii) exercise its best business judgment in managing, administering, collecting and effecting
Charge-Offs with respect to Shared-Loss Assets;




          (iii) use its best efforts to maximize collections with respect to Shared-Loss Assets and, if
applicable for a particular Shared-Loss Asset, without regard to the effect of maximizing
collections on assets held by the Assuming Institution or any of its Affiliates that are not
Shared-Loss Assets;




          (iv) adopt and implement accounting, reporting, record-keeping and similar systems with
respect to the Shared-Loss Assets, as provided in Section 3.4 hereof;




          (v) retain sufficient staff to perform its duties hereunder; and




          (vi) provide written notification in accordance with Article IV of this Commercial Shared-Loss
Agreement immediately after the execution of any contract pursuant to which any third party (other
than an Affiliate of the Assuming Institution) will manage, administer or collect any of the
Shared-Loss Assets, together with a copy of that contract.




     (b) Any transaction with or between any Affiliate of the Assuming Institution with respect to
any Shared-Loss Asset including, without limitation, the execution of any contract pursuant to
which any Affiliate of the Assuming Institution will manage, administer or collect any of the
Shared-Loss Assets, or any other action involving self-dealing, shall be subject to the prior
written approval of the Receiver or the Corporation.



     (c) The following categories of expenses shall not be deemed to be Reimbursable Expenses or
Recovery Expenses:



          (i) Federal, State, or local income taxes and expenses related thereto;








			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





122









 








          (ii) salaries or other compensation and related benefits of Assuming Institution employees and
the employees of its Affiliates including, without limitation, any bonus, commission or severance
arrangements, training, payroll taxes, dues, or travel- or relocation-related expenses;




          (iii) the cost of space occupied by the Assuming Institution, any Affiliate thereof and their
staff, the rental of and maintenance of furniture and equipment, and expenses for data processing
including the purchase or enhancement of data processing systems;




          (iv) except as otherwise provided herein, fees for accounting and other independent
professional consultants (other than consultants retained to assess the presence, storage or
release of any hazardous or toxic substance, or any pollutant or contaminant with respect to the
collateral securing a Shared-Loss Asset that has been fully or partially charged-off);
provided, that for purposes of this Section 3.2(c)(iv), fees of attorneys and
appraisers engaged as necessary to assist in collections with respect to Shared-Loss Assets shall
not be deemed to be fees of other independent consultants;




          (v) allocated portions of any other overhead or general and administrative expense other than
any fees relating to specific assets, such as appraisal fees or environmental audit fees, for
services of a type the Assuming Institution does not normally perform internally;




          (vi) any expense not incurred in good faith and with the same degree of care that the Assuming
Institution normally would exercise in the collection of troubled assets in which it alone had an
interest; and




          (vii) any expense incurred for a product, service or activity that is of an extravagant nature
or design.




     (d) Subject to Section 3.7, the Assuming Institution shall not contract with third parties to
provide services the cost of which would be a Reimbursable Expense or Recovery Expense if the
Assuming Institution would have provided such services itself if the relevant Shared-Loss Assets
were not subject to the loss-sharing provisions of Section 2.1 of this Commercial Shared-Loss
Agreement.



     3.3 Duties of the Assuming Institution with Respect to Shared-Loss Securities.



     (a) In the performance of its duties under these Rules, the Assuming Institution shall:



          (i) manage, administer, collect and each Shared-Loss Security in a manner consistent with (A)
usual and prudent business and banking practices; (B) the Assuming Institution’s practices and
procedures including, without limitation, the then-effective written internal credit policy
guidelines of the Assuming Institution, with respect to the management, administration and
collection of similar assets that are not Shared-Loss Securities;




          (ii) exercise its best business judgment in managing, administering, collecting and effecting
Charge-Offs with respect to Shared-Loss Securities;




          (iii) use its best efforts to maximize collections with respect to Shared-Loss Securities and,
if applicable for a particular Shared-Loss Security, without regard to the effect of maximizing
collections on assets held by the Assuming Institution or any of its Affiliates that are not
Shared-Loss Securities, provided that, any sale of a Shared-Loss Security shall only be made with
the prior approval of the Receiver or the Corporation;








			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





123









 








          (iv) adopt and implement accounting, reporting, record-keeping and similar systems with
respect to the Shared-Loss Securities, as provided in Section 3.4 hereof,




          (v) retain sufficient staff to perform its duties hereunder; and




          (vi) provide written notification in accordance with Article IV of this Commercial Shared-Loss
Agreement immediately after the execution of any contract pursuant to which any third party (other
than an Affiliate of the Assuming Institution) will manage, administer or collect any of the
Shared-Loss Securities, together with a copy of that contract.




     (b) Any transaction with or between any Affiliate of the Assuming Institution with respect to
any Shared-Loss Security including, without limitation, the execution of any contract pursuant to
which any Affiliate of the Assuming Institution will manage, administer or collect any of the
Shared-Loss Assets, or any other action involving self-dealing, shall be subject to the prior
written approval of the Receiver or the Corporation.



     (c) The Assuming Institution shall not contract with third parties to provide services the
cost of which would be a Reimbursable Expense or Recovery Expense if the Assuming Institution would
have provided such services itself if the relevant Shared-Loss Assets were not subject to the
loss-sharing provisions of Section 2.1 of this Commercial Shared-Loss Agreement.



     3.4 Records and Reports. The Assuming Institution shall establish and maintain records
on a separate general ledger, and on such subsidiary ledgers as may be appropriate to account for
the Shared-Loss Assets and the Shared-Loss Securities, in such form and detail as the Receiver or
the Corporation may require, to enable the Assuming Institution to prepare and deliver to the
Receiver or the Corporation such reports as the Receiver or the Corporation may from time to time
request regarding the Shared-Loss Assets, the Shared-Loss Securities and the Quarterly Certificates
required by Section 2.1 of this Commercial Shared-Loss Agreement.



     3.5 Related Loans.



          (a) The Assuming Institution shall not manage, administer or collect any “Related Loan” in any
manner which would have the effect of increasing the amount of any collections with respect to the
Related Loan to the detriment of the Shared-Loss Asset to which such loan is related. A “Related
Loan” means any loan or extension of credit held by the Assuming Institution at any time on or
prior to the end of the final Recovery Quarter that is: (i) made to the same Obligor with respect
to a Loan that is a Shared-Loss Asset or with respect to a Loan from which Other Real Estate, or
Additional ORE derived, or (ii) attributable to the same primary Obligor with respect to any Loan
described in clause (i) under the rules of the Assuming Institution’s Chartering Authority
concerning the legal lending limits of financial institutions organized under its jurisdiction as
in effect on the Commencement Date, as applied to the Assuming Institution.




          (b) The Assuming Institution shall prepare and deliver to the Receiver with the Quarterly
Certificates for the Calendar Quarters ending June 30 and December 31 for all Shared-Loss Quarters
and Recovery Quarters, a schedule of all Related Loans which are commercial loans or commercial
real estate loans with Legal Balances of $5,000,000 or more on the Accounting Records of the
Assuming Institution as of the end of each such semi-annual period, and all other commercial loans
or commercial real estate loans attributable to the same Obligor on such loans of $5,000,000 or
more.




     3.6 Legal Action; Utilization of Special Receivership Powers. The Assuming Institution
shall notify the Receiver in writing (such notice to be given in accordance with Article IV below
and to




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





124









 




include all relevant details) prior to utilizing in any legal action any special legal power
or right which the Assuming Institution derives as a result of having acquired a Shared-Loss Asset
from the Receiver, and the Assuming Institution shall not utilize any such power unless the
Receiver shall have consented in writing to the proposed usage. The Receiver shall have the right
to direct such proposed usage by the Assuming Institution and the Assuming Institution shall comply
in all respects with such direction. Upon request of the Receiver, the Assuming Institution will
advise the Receiver as to the status of any such legal action. The Assuming Institution shall
immediately notify the Receiver of any judgment in litigation involving any of the aforesaid
special powers or rights.




     3.7 Third Party Servicer. The Assuming Institution may perform any of its obligations
and/or exercise any of its rights under this Commercial Shared-Loss Agreement through or by one or
more Third Party Servicers, who may take actions and make expenditures as if any such Third Party
Servicer was the Assuming Institution hereunder (and, for the avoidance of doubt, such expenses
incurred by any such Third Party Servicer on behalf of the Assuming Institution shall be
Reimbursable Expenses or Recovery Expenses, as the case may be, to the same extent such expenses
would so qualify if incurred by the Assuming Institution); provided, however, that
the use thereof by the Assuming Institution shall not release the Assuming Institution of any
obligation or liability hereunder.



ARTICLE IV — PORTFOLIO SALE




     4.1 Assuming Institution Portfolio Sales of Remaining Shared-Loss Assets. The Assuming
Institution shall have the right with the consent 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 Institution (“Portfolio
Sales”). If the Assuming Institution 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 Institution’s affiliates, contractors, or any affiliates of the
Assuming Institution’s contractors.



     4.2 Calculation of Sale Gain or Loss. For Shared-Loss Assets gain or loss on the sales
under Section 4.1 will be calculated as the aggregate sales price received by the Assuming
Institution less the aggregate book value of the remaining Shared-Loss Assets.



ARTICLE V — LOSS-SHARING NOTICES GIVEN TO CORPORATION AND/OR RECEIVER




     As a supplement to the notice provisions contained in Section 13.7 of the Purchase and
Assumption Agreement, any notice, request, demand, consent, approval, or other communication (a
“Notice”) given to the Corporation and/or the Receiver in the loss-sharing context shall be given
as follows:



     5.1 With respect to a Notice under Section 2 and Sections 3.1-3.5 of this Commercial
Shared-Loss Agreement:


Federal Deposit Insurance Corporation

Division of Resolutions and Receiverships

550 17th Street, N.W.

Washington, D.C. 20429



Attention: Assistant Director, Franchise and Asset Marketing




     5.2 With respect to a Notice under Section 3.6 of this Commercial Shared-Loss Agreement:




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





125









 




Federal Deposit Insurance Corporation Legal Division

7777 Baymeadows Way West

Jacksonville, Florida 32256

Attention: Managing Counsel



with a copy to:



Federal Deposit Insurance Corporation Legal Division

550 17th Street, N.W.

Washington, D.C. 20429

Attention: Senior Counsel (Special Issues Group)




ARTICLE VI — MISCELLANEOUS




     6.1 Expenses. Except as otherwise expressly provided herein, all costs and expenses incurred
by a party hereto in connection with this Commercial Shared-Loss Agreement shall be borne by such
party whether or not the transactions contemplated herein shall be consummated.



     6.2 Successors and Assigns; Specific Performance. This Commercial Shared-Loss Agreement, and
all of the terms and provisions hereof shall be binding upon and shall inure to the benefit of the
parties hereto and their respective permitted successors and assigns only. The Receiver may assign
or otherwise transfer this Commercial Shared-Loss Agreement and the rights and obligations of the
Receiver hereunder (in whole or in part) to the Federal Deposit Insurance Corporation in its
corporate capacity without the consent of Assuming Institution. Notwithstanding anything to the
contrary contained in this Commercial Shared-Loss Agreement, except as is expressly permitted in
this Section 6.2, the Assuming Institution may not assign or otherwise transfer this Commercial
Shared-Loss Agreement or any of the Assuming Institution’s rights or obligations hereunder (in
whole or in part), or sell or transfer of any subsidiary of the Assuming Institution holding title
to Shared-Loss Assets or Shared-Loss Securities, without the prior written consent of the Receiver,
which consent may be granted or withheld by the Receiver in its sole and absolute discretion. An
assignment or transfer of this Commercial Shared-Loss Agreement includes:



     (i) a merger or consolidation of the Assuming Institution with or into another company, if the
shareholders of the Assuming Institution will own less than sixty-six and two/thirds percent (66.66
%) of the equity of the consolidated entity;



     (ii) a merger or consolidation of the Assuming Institution’s Holding Company with or into
another company, if the shareholders of the Holding Company will own less than sixty-six and
two/thirds percent (66.66 %) of the equity of the consolidated entity;



     (iii) the sale of all or substantially all of the assets of the Assuming Institution to
another company or person; or



     (iv) a sale of shares by any one or more shareholders that will effect a change in control of
the Assuming Institution, as determined by the Receiver with reference to the standards set forth
in the Change in Bank Control Act, 12 U.S.C. 1817(j).


For the avoidance of doubt, any transaction under this Section 6.2 that requires the Receiver’s
consent that is made without consent of the Receiver hereunder will relieve the Receiver of any of
its obligations under this Commercial Shared-Loss Agreement.








			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





126









 







No Loss shall be recognized under this Commercial Shared-Loss Agreement as a result of any
accounting adjustments that are made due to or as a result of any assignment or transfer of this
Commercial Shared-Loss Agreement or any merger, consolidation, sale or other transaction to which
the Assuming Institution, its Holding Company or any Affiliate is a party, regardless of whether
the Receiver consents to such assignment or transfer in connection with such transaction pursuant
to this Section 6.2.




     6.3 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE,
ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF
OR RELATING TO OR IN CONNECTION WITH THIS COMMERCIAL SHARED-LOSS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY.



     6.4 No Third Party Beneficiary. This Commercial Shared-Loss Agreement and the Exhibits
hereto are for the sole and exclusive benefit of the parties hereto and their respective permitted
successors and permitted assigns and there shall be no other third party beneficiaries, and nothing
in Commercial Shared-Loss Agreement or the Exhibits shall be construed to grant to any other Person
any right, remedy or claim under or in respect of this Commercial Shared-Loss Agreement or any
provision hereof.



     6.5 Consent. Except as otherwise provided herein, when the consent of a party is
required herein, such consent shall not be unreasonably withheld or delayed.



     6.6 Rights Cumulative. Except as otherwise expressly provided herein, the rights of
each of the parties under this Commercial Shared-Loss Agreement are cumulative, may be exercised as
often as any party considers appropriate and are in addition to each such party’s rights under the
Purchase and Sale Agreement and any of the related agreements or under law. Except as otherwise
expressly provided herein, any failure to exercise or any delay in exercising any of such rights,
or any partial or defective exercise of such rights, shall not operate as a waiver or variation of
that or any other such right.




			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





127









 





Exhibit 1



For the commercial and other pool, the FDIC reporting requirement includes the following:





	 	o	 	A quarterly loan level download for all loans in the asset pool     
	 
	 	o	 	A quarterly asset level download of commercial ORE     
	 
	 	o	 	A quarterly certificate report that includes 3 sections:     






	 	o	 	1: A summary report of total covered losses for the quarter and the
derivation of the FDIC portion of the covered loss
	 
	 	o	 	2: A summary report on the commercial and other portfolio and covered losses
and recoveries
	 
	 	o	 	3: A performance report on the outstanding commercial and other pool assets
under loss share






	 	o	 	A quarterly listing of assets with covered losses




A blank version of the quarterly certificate report is shown below.










			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





128









 








CERTIFICATE

QUARTERLY SUMMARY

FOR COMM AND OTHER SHARED-LOSS AGREEMENT




FDIC — RECEIVER OF



____________________



____________________

PURCHASE AND ASSUMPTION AGREEMENT DATED: ______________



Shared-Loss Quarter ended:



(Dollars)




Calculation of Amount Due from (to) FDIC




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FDIC % Share	 	0%	 	80%	 	95%	 	Total
	Carry forward from other types of assets:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1. Cumulative losses from single family loans
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	2. Cumulative losses from securities
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	3. Cumulative losses from non-single family
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	4. Total cumulative loses at beg of quarter
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	5. Covered losses (gains) during quarter
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	6. Cumulative loss at end of quarter
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FDIC % Share
	 	 	x 0	%	 	 	x 80	%	 	 	x 95	%	 	 	 	 
	7. Amount Due from (to) FDIC
	 	 	0-	 	 	 	0-	 	 	 	0-	 	 	 	—	 
	Memo: threshold for recovery percentage
	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 

	Preparer name:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	Preparer signature
	 	 
	Preparer title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Officer name:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	Officer signature	 	 
	Officer title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 











			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





129









 










CERTIFICATE

QUARTERLY SUMMARY

FOR COMM AND OTHER SHARED-LOSS AGREEMENT




FDIC — RECEIVER OF

_______________ BANK

_______________ BANK

PURCHASE AND ASSUMPTION AGREEMENT DATED: ______________



Shared-Loss Quarter Ended: ___________________

(Dollars)



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	This Quarter	 	 
	 	 	Cumulative at beg	 	Commercial Real Estate Loans	 	 	 	 	 	ORE & oth repo	 	Consumer	 	 	 	 	 	 	 	 	 	FDIC	 	Cumulative at
	 	 	of Quarter	 	Constr & Dev	 	Other	 	C & I Loans	 	assets	 	Loans	 	Other Loans	 	TOTAL	 	Adjustments	 	end of Quarter
	PART A. Opening/Closing/Net Shared-Loss
Asset Balances
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1. Opening Balance
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	2. Adjustments: a) Transfers
	 	 	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 
	b) Reclassifications
	 	 	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 
	c) Other
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	3. Adjusted Opening Balance
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	4. Add: a) Assumed Commitment Advances
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	b) Permitted Advances
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	c) Capitalized Expenses
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	d) Recoveries
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	5. Less: a) Prior Collections (amort/prepaymts)
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	b) Sales
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	c) Charge-Offs (excluding accr int)
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	d) Qualifying loss on sales
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	6. Net (Reduction)/Increase Amount
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	7. Closing Balance
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PART B. Charge-Offs, Recoveries & Reimbursable Expenses
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8. Charge-offs: a) Principal (from 5c and 5d)
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	b) Accr Int (up to 90 days)
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	9. Total Charge-Offs
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	10. Less Recoveries
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	11. Net Charge-Offs (Recoveries)
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	12. Add Reimbursable Expenses
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	13. Less Offsetting Income
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	14. Shared Loss (Gain) Amount
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 







			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





130









 





Failed Bank Name

Performance Status: Commercial and Other Loans

Quarter ending ________________

(Dollars)




Number of Loans/Properties




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Delinquent	 	In	 	Repossessed	 	 
	 	 	Performing	 	30-59 days	 	60-89 days	 	90+ days	 	Foreclosure	 	Assets*	 	Total
	Construction & Development
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Other Comm Real Estate
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Total Comm Real Estate
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	C&I
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Consumer Loans
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Other Loans
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Total
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 






$ Balance (000s)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Delinquent	 	In	 	Repossessed	 	 
	 	 	Performing	 	30-59 days	 	60-89 days	 	90+ days	 	Foreclosure	 	Assets*	 	Total
	Construction & Development
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Other Comm Real Estate
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Total Comm Real Estate
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	C&I
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Consumer Loans
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Other Loans
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Total
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 








 




			
	*	 	ORE for CRE loans; other types of repossessed assets for other types of loans.







			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A 

Version 2.06

May 24, 2010
	 	Peninsula Bank

Englewood, Florida





131