exv10w7






Exhibit 10.7




PURCHASE AND ASSUMPTION AGREEMENT



WHOLE BANK



ALL DEPOSITS



AMONG



FEDERAL DEPOSIT INSURANCE CORPORATION,

RECEIVER OF PREMIER AMERICAN BANK, 

MIAMI, FLORIDA



FEDERAL DEPOSIT INSURANCE CORPORATION 



and



PREMIER AMERICAN BANK, NATIONAL ASSOCIATION



DATED AS OF



JANUARY 22, 2010



			
	 	 	 
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TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II ASSUMPTION OF LIABILITIES
	 	 	8	 
	 
	 	 	 	 
	2.1 Liabilities Assumed by Assuming Bank
	 	 	8	 
	2.2 Interest on Deposit Liabilities
	 	 	9	 
	2.3 Unclaimed Deposits
	 	 	10	 
	2.4 Employee Plans
	 	 	10	 
	 
	 	 	 	 
	ARTICLE III PURCHASE OF ASSETS
	 	 	10	 
	 
	 	 	 	 
	3.1 Assets Purchased by Assuming Bank
	 	 	10	 
	3.2 Asset Purchase Price
	 	 	11	 
	3.3 Manner of Conveyance; Limited Warranty; Nonrecourse; Etc.
	 	 	11	 
	3.4 Puts of Assets to the Receiver
	 	 	11	 
	3.5 Assets Not Purchased by Assuming Bank
	 	 	14	 
	3.6 Retention or Repurchase of Assets Essential to Receiver
	 	 	15	 
	 
	 	 	 	 
	ARTICLE IV ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS
	 	 	16	 
	 
	 	 	 	 
	4.1 Continuation of Banking Business
	 	 	16	 
	4.2 Agreement with Respect to Credit Card Business
	 	 	16	 
	4.3 Agreement with Respect to Safe Deposit Business
	 	 	16	 
	4.4 Agreement with Respect to Safekeeping Business
	 	 	16	 
	4.5 Agreement with Respect to Trust Business
	 	 	17	 
	4.6 Agreement with Respect to Bank Premises
	 	 	17	 
	4.7 Agreement with Respect to Leased Data Processing Equipment
	 	 	20	 
	4.8 Agreement with Respect to Certain Existing Agreements
	 	 	21	 
	4.9 Informational Tax Reporting
	 	 	21	 
	4.10 Insurance
	 	 	22	 
	4.11 Office Space for Receiver and Corporation
	 	 	22	 
	4.12 Agreement with Respect to Continuation of Group Health Plan Coverage
for Former Employees of the Failed Bank

	 	 	22	 
	4.13 Agreement with Respect to Interim Asset Servicing
	 	 	23	 
	4.14 Reserved
	 	 	23	 
	4.15 Agreement with Respect to Loss Sharing
	 	 	23	 
	 
	 	 	 	 
	ARTICLE V DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK
	 	 	24	 
	 
	 	 	 	 
	5.1 Payment of Checks, Drafts and Orders
	 	 	24	 
	5.2 Certain Agreements Related to Deposits
	 	 	24	 
	5.3 Notice to Depositors
	 	 	24	 






			
	 	 	 
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	ARTICLE VI RECORDS
	 	 	24	 
	 
	 	 	 	 
	6.1 Transfer of Records
	 	 	24	 
	6.2 Delivery of Assigned Records
	 	 	25	 
	6.3 Preservation of Records
	 	 	25	 
	6.4 Access to Records; Copies
	 	 	25	 
	 
	 	 	 	 
	ARTICLE VII FIRST LOSS TRANCHE
	 	 	26	 
	 
	 	 	 	 
	ARTICLE VIII ADJUSTMENTS
	 	 	26	 
	 
	 	 	 	 
	8.1 Pro Forma Statement
	 	 	26	 
	8.2 Correction of Errors and Omissions; Other Liabilities
	 	 	27	 
	8.3 Payments
	 	 	27	 
	8.4 Interest
	 	 	27	 
	8.5 Subsequent Adjustments
	 	 	27	 
	 
	 	 	 	 
	ARTICLE IX CONTINUING COOPERATION
	 	 	28	 
	 
	 	 	 	 
	9.1 General Matters
	 	 	28	 
	9.2 Additional Title Documents
	 	 	28	 
	9.3 Claims and Suits
	 	 	28	 
	9.4 Payment of Deposits
	 	 	28	 
	9.5 Withheld Payments
	 	 	29	 
	9.6 Proceedings with Respect to Certain Assets and Liabilities
	 	 	29	 
	9.7 Information
	 	 	30	 
	 
	 	 	 	 
	ARTICLE X CONDITION PRECEDENT
	 	 	30	 
	 
	 	 	 	 
	ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK
	 	 	30	 
	 
	 	 	 	 
	ARTICLE XII INDEMNIFICATION
	 	 	31	 
	 
	 	 	 	 
	12.1 Indemnification of Indemnitees
	 	 	31	 
	12.2 Conditions Precedent to Indemnification
	 	 	34	 
	12.3 No Additional Warranty
	 	 	35	 
	12.4 Indemnification of Receiver and Corporation
	 	 	35	 
	12.5 Obligations Supplemental
	 	 	35	 
	12.6 Criminal Claims
	 	 	36	 
	12.7 Limited Guaranty of the Corporation
	 	 	36	 
	12.8 Subrogation
	 	 	36	 
	 
	 	 	 	 
	ARTICLE XIII MISCELLANEOUS
	 	 	36	 
	 
	 	 	 	 
	13.1 Entire Agreement
	 	 	36	 
	13.2 Headings
	 	 	36	 
	13.3 Counterparts
	 	 	36	 






			
	 	 	 
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	13.4 Governing Law
	 	 	36	 
	13.5 Successors
	 	 	37	 
	13.6 Modification; Assignment
	 	 	37	 
	13.7 Notice
	 	 	37	 
	13.8 Manner of Payment
	 	 	38	 
	13.9 Costs, Fees and Expenses
	 	 	38	 
	13.10 Waiver
	 	 	39	 
	13.11 Severability
	 	 	39	 
	13.12 Term of Agreement
	 	 	39	 
	13.13 Survival of Covenants, Etc.
	 	 	39	 
	 
	 	 	 	 
	SCHEDULES
	 	 	 	 
	 
	 	 	 	 
	2.1 Certain Liabilities Assumed
	 	 	41	 
	2.1(a) Excluded Deposit Liability Accounts
	 	 	42	 
	3.1 Certain Assets Purchased
	 	 	43	 
	3.2 Purchase Price of Assets or assets
	 	 	44	 
	3.5(1) Excluded Private Label Assets-Backed Securities
	 	 	46	 
	4.15A Single Family Loss Share Loans
	 	 	47	 
	4.15B Non-Single Family Loss Share Loans
	 	 	48	 
	7 Calculation of Deposit Premium
	 	 	49	 
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	2.3A Final Notice Letter
	 	 	66	 
	2.3B Affidavit of Mailing
	 	 	68	 
	[3.2(c) Valuation of Certain Qualified Financial Contracts
	 	 	69	 
	4.13 Interim Asset Servicing Arrangement
	 	 	71	 
	4.15A Single Family Loss Share Agreement
	 	 	73	 
	4.15B Commercial Loss Share Agreement
	 	 	110	 






			
	 	 	 
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PURCHASE AND ASSUMPTION AGREEMENT



WHOLE BANK



ALL DEPOSITS



     THIS AGREEMENT, made and entered into as of the 22nd day of JANUARY, 2010, by and
among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of PREMIER AMERICAN BANK, MIAMI, FLORIDA
(the “Receiver”), PREMIER AMERICAN BANK, NATIONAL ASSOCIATION, organized under the laws of the
United States of America, and having its principal place of business in MIAMI, FLORIDA (the
“Assuming Bank”), 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 PREMIER AMERICAN BANK (the “Failed
Bank”) pursuant to applicable law and the Corporation was appointed Receiver thereof; and



     WHEREAS, the Assuming Bank 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 Bank 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 Bank 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.



			
	 	 	 
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          “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.




          “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
Bank, 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 Valuation Date” means October 27, 2009.




          “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 Bank 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




			
	 	 	 
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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.




          “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.




          “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 Bank, 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 Lease” means any lease or licensing agreement, binding on the Failed
Bank as of Bank Closing, the subject of which is data processing equipment or computer hardware or
software used in connection with data processing activities. A lease or licensing agreement for
computer software used in connection with data processing activities shall constitute a Data
Processing Lease regardless of whether such lease or licensing agreement also covers data
processing equipment.




			
	 	 	 
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          “Deposit” means a deposit as defined in 12 U.S.C. Section 1813(l), 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




          “Equity Adjustment” means the dollar amount resulting by subtracting the Book Value,
as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the
purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets
acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.




          “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 Bank 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 Bank, 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




			
	 	 	 
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an appraiser selected by the Receiver and the Assuming Bank 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
Bank, or in the absence of such agreement, as determined in accordance with clause (i)(a) above.




          “First Loss Tranche” means the dollar amount of liability that the Assuming Bank will
incur prior to the commencement of loss sharing, which is the sum of (i) the Assuming Bank’s asset
premium (discount) bid, as reflected on the Assuming Bank’s bid form, plus (ii) the Assuming Bank’s
Deposit premium bid, as reflected on the Assuming Bank’s bid form, plus (iii) the Equity
Adjustment. The First Loss Tranche may be a positive or negative number.




          “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 motor
vehicles, 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 (including personal computers), shelving, office
supplies, telephone, surveillance, security systems and artwork. Motor vehicles shall be considered
other assets and pass at Book Value. 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, (i) the
Assuming Bank, (ii) the Subsidiaries and Affiliates of the Assuming Bank other than
any Subsidiaries or Affiliates of the Failed Bank that are or become Subsidiaries or Affiliates of
the Assuming Bank, and (iii) the directors, officers, employees and agents of the Assuming Bank 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.




          “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:




			
	 	 	 
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          (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.




          “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.




          “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.




          “Primary Indemnitor” means any Person (other than the Assuming Bank 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.




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




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




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




			
	 	 	 
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          “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 computer records (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 Bank, means the amount of such Related Liability as stated on the Accounting Records of
the Assuming Bank (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 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 the Book Value, adjusted to reflect
changes to Book Value after Bank Closing, plus (i) any advances and interest on such Loan after
Bank Closing, minus (ii) the total of amounts received by the Assuming Bank for such Loan,
regardless of how applied, after Bank Closing, plus (iii) advances made by Assuming Bank, plus (iv)
total disbursements of principal made by Receiver that are not 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
one hundred eighty (180) days after Bank Closing, or such other date prior thereto as may be agreed
upon by the Receiver and the Assuming Bank. 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




			
	 	 	 
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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.




          “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 Bank. The Assuming Bank 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 Bank 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 Bank, if such securing Assets, if any, are
insufficient to properly secure such Deposits;




(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



			
	 	 	 
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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 (other than
“standby letters of credit” as defined in 12 C.F.R. Section 337.2(a));
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) duties and obligations assumed pursuant to this Agreement including without
limitation those relating to the Failed Bank’s Records, credit card business,
overdraft protection plans, safe deposit business, safekeeping business or trust
business, if any;




(i) liabilities, if any, for Commitments;




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




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




(l) 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; and




(m) 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 loss share 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 Bank 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 Bank to its
depositors for non-transaction deposit accounts. The Assuming Bank 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 Bank 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



			
	 	 	 
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shall be subject to the terms of the agreement governing such pledge. The Assuming Bank 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 Bank 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
Bank 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 Bank. The Assuming Bank will send
the “Final Legal Notice” to the depositors within thirty (30) days following notification of the
Receiver’s authorization. The Assuming Bank 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 Bank, the Assuming Bank 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 Bank in and to
the Records previously transferred to the Assuming Bank and other records generated or maintained
by the Assuming Bank pertaining to such Deposits. During such eighteen (18) month period, at the
request of the Receiver, the Assuming Bank 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 Bank shall have
no liabilities, obligations or responsibilities under the Failed Bank’s health care, bonus,
vacation, pension, profit sharing, deferred compensation, 401K or stock purchase plans or similar
plans, if any, unless the Receiver and the Assuming Bank agree otherwise subsequent to the date of
this Agreement.



ARTICLE III

PURCHASE OF ASSETS




     3.1 Assets Purchased by Assuming Bank. With the exception of certain assets expressly
excluded in Sections 3.5 and 3.6, the Assuming Bank hereby purchases from the Receiver, and the
Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Bank, 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.



			
	 	 	 
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Assets are purchased hereunder by the Assuming Bank 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 Bank 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
Bank 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
and FRB and FHLB stock) purchased under Section 3.1 by the Assuming Bank 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 Bank 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 Bank 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 Bank, each such security shall not pass to the Assuming Bank 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 Bank.



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



			
	 	 	 
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extended in writing in the sole absolute discretion of the Receiver for any Loan), in
accordance with this Section 3.4, the Assuming Bank shall be entitled to require the Receiver to
purchase any Deposit Secured Loan transferred to the Assuming Bank 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 Bank shall be entitled to require the Receiver to
purchase any remaining overdraft transferred to the Assuming Bank 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 Bank 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 Bank 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).




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.




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




	 	(i)	 	a list of all Assets that the Assuming Bank 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 Bank 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.




     (c) 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”).



     (d) 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 Bank the amount of such difference; if the
difference between such amounts is negative, then the Assuming Bank shall pay to the Receiver the
amount of such difference. The Assuming Bank 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.



     (e) Servicing. The Assuming Bank 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.



     (f) 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
Bank 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.



			
	 	 	 
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     3.5 Assets Not Purchased by Assuming Bank. The Assuming Bank 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 (including hardware and software) located on leased or owned Bank
Premises, if any; provided, that the Assuming Bank 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 304.4, and other
intangibles;



     (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;



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



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



     3.6 Retention or Repurchase of Assets Essential to Receiver.



     (a) The Receiver may refuse to sell to the Assuming Bank, or the Assuming Bank agrees, at the
request of the Receiver set forth in a written notice to the Assuming Bank, to assign, transfer,
convey, and deliver to the Receiver all of the Assuming Bank’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 Bank under this Article III or any liability of the Failed Bank not
assumed by the Assuming Bank 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 Bank 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 Bank 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 Bank 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



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




ARTICLE IV

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS




     The Assuming Bank 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 Bank will provide full service banking in the trade area of the Failed Bank.
Thereafter, the Assuming Bank may cease providing such banking services in the trade area of the
Failed Bank, provided the Assuming Bank has received all necessary regulatory approvals. At the
option of the Assuming Bank, 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 Bank from
opening, closing or selling branches upon receipt of the necessary regulatory approvals, if the
Assuming Bank or its successors continue to provide banking services in the trade area. Assuming
Bank 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 Bank with respect to such branch or branches.



     4.2 Agreement with Respect to Credit Card Business. The Assuming Bank agrees to honor
and perform, from and after Bank Closing, all duties and obligations with respect to the Failed
Bank’s credit card business, and/or processing related to credit cards, if any, and assumes all
outstanding extensions of credit with respect thereto.



     4.3 Agreement with Respect to Safe Deposit Business. The Assuming Bank 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
Bank may relocate the Safe Deposit Boxes of the Failed Bank to any office of the Assuming Bank
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 Bank.



     4.4 Agreement with Respect to Safekeeping Business. The Receiver transfers, conveys
and delivers to the Assuming Bank and the Assuming Bank accepts all securities and other items, if
any, held by the Failed Bank in safekeeping for its customers as of Bank Closing. The Assuming Bank
assumes and agrees to honor and discharge, from and after Bank Closing, the duties and obligations
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safekeeping. The Assuming Bank shall be entitled to all rights and benefits heretofore accrued
or hereafter accruing with respect thereto. The Assuming Bank 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 Bank in the trade area of the Failed Bank for a minimum of one year from Bank Closing.
At the option of the Assuming Bank, 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 Bank.




     4.5 Agreement with Respect to Trust Business.



     (a) The Assuming Bank 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 Bank 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 Bank 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 Bank 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 Bank in accomplishing such transfer.



     (d) The Assuming Bank 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 Bank 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 Bank 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 Bank gives notice of its election not to purchase one



			
	 	 	 
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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 Bank shall not be
liable for any of the costs or fees associated with appraisals for such Bank Premises.




     (b) Option to Lease. The Receiver hereby grants to the Assuming Bank 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 Bank any or all leases for leased Bank Premises, if any,
which have been continuously occupied by the Assuming Bank 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 Bank
containing the same terms and conditions provided under such existing leases for such leased Bank
Premises or other property. The Assuming Bank 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 Bank agrees to assume all leases assigned
(or enter into subleases or new leases in lieu thereof) pursuant to this Section 4.6.



     (c) Facilitation. The Receiver agrees to facilitate the assumption, assignment or
sublease of leases or the negotiation of new leases by the Assuming Bank; provided,
that neither the Receiver nor the Corporation shall be obligated to engage in litigation,
make payments to the Assuming Bank 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 Bank 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 Bank has not exercised the option provided in Section 4.6(b). Any
such notice shall be deemed to terminate the Assuming Bank’s option with respect to such leased
Bank Premises.



     (e) Occupancy Costs.



          (i) The Assuming Bank 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 Bank 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 Bank assumes liability) by the Assuming Bank with respect thereto shall be applied as an
offset against the purchase price thereof.




          (ii) The Assuming Bank 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




			
	 	 	 
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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 Bank 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 Bank 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
Bank 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 Bank does not exercise such option but within twelve (12) months following 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 Bank 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 Bank 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 Bank’s
occupancy of such premises shall terminate, which date shall not be later than ninety (90) days
after the date of the Assuming Bank’s notice not to exercise such option. The Assuming Bank
promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment
and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear
excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the
Assuming Bank 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 Bank 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 Bank’s occupancy of such leased Bank Premises shall terminate,
which date shall not be later than the date which is one hundred eighty (180) days after Bank
Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the
Receiver such premises and the Fixtures and the Furniture and Equipment located




			
	 	 	 
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thereon in the same condition as at Bank Closing, normal wear and tear excepted. 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 Bank 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 Bank an option to purchase all Furniture and Equipment or any
telecommunications, data processing equipment (including hardware and software) and check
processing and similar operating equipment owned by the Failed Bank at Fair Market Value and
located at any leased Bank Premises that the Assuming Bank elects to vacate or which it could have,
but did not occupy, pursuant to this Section 4.6; provided, that, the Assuming Bank
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.



     4.7 Agreement with Respect to Leased Data Processing Equipment



     (a) The Receiver hereby grants to the Assuming Bank an exclusive option for the period of
ninety (90) days commencing the day after Bank Closing to accept an assignment from the Receiver of
any or all Data Processing Leases to the extent that such Data Processing Leases can be assigned.



     (b) The Assuming Bank 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 any or
all Data Processing Leases and promptly accept an assignment or sublease of such Data Processing
Leases, and (ii) give written notice to the appropriate lessor(s) that it has accepted an
assignment or sublease of any such Data Processing Leases.



     (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 Bank; provided,
that neither the Receiver nor the Corporation shall be obligated to engage in litigation or
make payments to the Assuming Bank or to any third party in connection with facilitating any such
assumption, assignment, sublease or negotiation.



     (d) The Assuming Bank agrees, during its period of use of any property subject to a Data
Processing Lease, 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 the
applicable 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.



			
	 	 	 
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     (e) The Assuming Bank 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 property subject to the relevant
Data Processing Lease, in the same condition as at Bank Closing, normal wear and tear excepted, or
(ii) accept an assignment or a sublease thereof or negotiate a new lease or license agreement under
this Section 4.7.



     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 Bank 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 Bank 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
Bank 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 Bank. The Assuming Bank 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 Bank all right, title and interest of the Receiver, if any, in and to
agreements the Assuming Bank assumes hereunder. In the event the Assuming Bank 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 Bank 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 Bank’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
Bank 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 Bank agrees to perform all obligations
of the Failed Bank with respect to Federal and State income tax informational reporting 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 Bank, as may be required by the Receiver.



			
	 	 	 
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     4.10 Insurance. The Assuming Bank 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 Bank 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
Bank 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 Bank 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 Bank. Additionally, the Assuming Bank 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 Bank 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 Bank 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 Bank 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 Bank in order to permit it to prepare such notice and



			
	 	 	 
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shall provide to the Assuming Bank such data in its possession as may be reasonably required
for purposes of preparing such notice.




     (b) The Assuming Bank 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 Bank (i) in connection with the obligations
of the Assuming Bank under this Section 4.12, and (ii) in providing health insurance continuation
coverage to any Eligible Individuals who are hired by the Assuming Bank and such employees’
qualified beneficiaries shall be borne by the Assuming Bank.



     (c) No later than five (5) Business Days after Bank Closing, the Assuming Bank shall provide
the Receiver with a list of all Failed Bank employees the Assuming Bank will not hire. Unless
agreed to otherwise by the Assuming Bank and the Receiver, the Assuming Bank 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 Bank shall
offer to the Failed Bank employees it retains employment benefits comparable to those the Assuming
Bank 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 Bank 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 Bank, 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 Bank 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 Bank 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 Non-SF 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 Schedule of Loans 4.15A
and 4.15B attached hereto.



			
	 	 	 
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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 Bank
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 Bank, to the extent that the Deposit balances to the credit of the respective
makers or drawers assumed by the Assuming Bank 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 Bank under this
Agreement.



     5.2 Certain Agreements Related to Deposits. Subject to Section 2.2, the Assuming Bank
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 Bank pursuant to
this Agreement.



     5.3 Notice to Depositors.



     (a) Within seven (7) days after Bank Closing, the Assuming Bank shall give (i) notice to
depositors of the Failed Bank of its assumption of the Deposit liabilities of the Failed Bank, and
(ii) any notice required under Section 2.2, by mailing to each such depositor a notice with respect
to such assumption and by advertising in a newspaper of general circulation in the county or
counties in which the Failed Bank was located. The Assuming Bank agrees that it will obtain prior
approval of all such notices and advertisements from counsel for the Receiver and that such notices
and advertisements shall not be mailed or published until such approval is received.



     (b) The Assuming Bank shall give notice by mail to depositors of the Failed Bank concerning
the procedures to claim their deposits, which notice shall be provided to the Assuming Bank by the
Receiver or the Corporation. Such notice shall be included with the notice to depositors to be
mailed by the Assuming Bank pursuant to Section 5.3(a).



     (c) If the Assuming Bank proposes to charge fees different from those charged by the Failed
Bank before it establishes new deposit account relationships with the depositors of the Failed
Bank, the Assuming Bank shall give notice by mail of such changed fees to such depositors.



ARTICLE VI

RECORDS




     6.1 Transfer of Records.



     (a) In accordance with Sections 2.1 and 3.1, the Receiver assigns, transfers, conveys and
delivers to the Assuming Bank the following:



			
	 	 	 
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          (i) all Records pertaining to the Deposit liabilities of the Failed Bank assumed by the
Assuming Bank under this Agreement, including, but not limited to, the following:




          (A) signature cards, orders, contracts between the Failed Bank and its depositors and Records
of similar character;




          (B) passbooks of depositors held by the Failed Bank, deposit slips, cancelled checks and
withdrawal orders representing charges to accounts of depositors; and




          (ii) all Records pertaining to the Assets, including, but not limited to, the following:




          (A) records of deposit balances carried with other banks, bankers or trust companies;




          (B) Loan and collateral records and Credit Files and other documents;




          (C) deeds, mortgages, abstracts, surveys, and other instruments or records of title pertaining
to real estate or real estate mortgages;




          (D) signature cards, agreements and records pertaining to Safe Deposit Boxes, if any; and




          (E) records pertaining to the credit card business, trust business or safekeeping business of
the Failed Bank, if any.




     (b) The Receiver, at its option, may assign and transfer to the Assuming Bank by a single
blanket assignment or otherwise, as soon as practicable after Bank Closing, any other Records not
assigned and transferred to the Assuming Bank as provided in this Agreement, including but not
limited to loan disbursement checks, general ledger tickets, official bank checks, proof
transactions (including proof tapes) and paid out loan files.



     6.2 Delivery of Assigned Records. The Receiver shall deliver to the Assuming Bank
all Records described in (i) Section 6.1(a) as soon as practicable on or after the date of this
Agreement, and (ii) Section 6.1(b) as soon as practicable after making any assignment described
therein.



     6.3 Preservation of Records. The Assuming Bank agrees that it will preserve and
maintain for the joint benefit of the Receiver, the Corporation and the Assuming Bank, 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 Bank 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.



     6.4 Access to Records; Copies. The Assuming Bank agrees to permit the Receiver and
the Corporation access to all Records of which the Assuming Bank has custody, and to use,



			
	 	 	 
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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 in the form of microfilm or microfiche pertaining to Deposit account relationships;
provided, that in the event that the Failed Bank maintained one or more duplicate
copies of such microfilm or microfiche Records, the Assuming Bank 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

FIRST LOSS TRANCHE




     The Assuming Bank has submitted to the Receiver an asset premium (discount) bid of
($60,082,000) and a positive Deposit premium bid of 0.00%. 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 First Loss Tranche shall be determined by adding (i) the asset
premium (discount) bid, (ii) the Deposit premium bid, and (iii) the Equity Adjustment. If the First
Loss Tranche is a positive number, then this is the Losses on Single Family Shared-Loss Loans and
Net Charge-offs on Shared Loss Assets that the Assuming Bank will incur before loss-sharing
commences under Exhibits 4.15A and 4.15B. If the First Loss Tranche is a negative number, the
Corporation shall pay such amount by wire transfer to the Assuming Bank by the end of the first
business day following Bank Closing, together with interest determined in accordance with Section
8.4, and loss sharing shall commence immediately.



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 Bank 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 Bank
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



			
	 	 	 
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Acquired Subsidiary. Any Loan purchased by the Assuming Bank 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 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 Bank 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 Bank pursuant to Section 8.1 as may be necessary.



     8.3 Payments. The Receiver agrees to cause to be paid to the Assuming Bank, or the
Assuming Bank 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 Bank agree to effect on the
Settlement Date any further transfer of assets to or assumption of liabilities or claims by the
Assuming Bank 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 Bank 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 Bank 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.



			
	 	 	 
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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 Bank
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
Bank shall prepare such 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 Bank. The
Assuming Bank 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 Bank with respect to which the Receiver has indemnified the Assuming Bank
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 Bank 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 Bank 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 Bank to pay any Deposit liability of the Failed Bank assumed by the Assuming Bank
pursuant to this Agreement and asserts a claim against the Receiver for all or any portion of any
such Deposit liability, the Assuming Bank 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 Bank at the time such claim is made. Upon payment by the Assuming Bank to the
Receiver of such amount, the Assuming Bank 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.



			
	 	 	 
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     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 Bank
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 Bank to withhold payment of all or any portion
of any such deposit balance. Upon such direction, the Assuming Bank 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 Bank 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 Bank shall return all or any portion of such deposit balance to the Receiver or the
Corporation, as appropriate, and thereupon the Assuming Bank 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 Bank shall not be obligated to return such deposit balance to the Receiver or the
Corporation. The Assuming Bank 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 Bank
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 Bank shall cooperate to the extent
reasonably required by the Receiver.



     (b) In addition to its obligations under Section 6.4, the Assuming Bank 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 Bank, 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 Bank 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 Bank to the Receiver pursuant to Section 3.6,
the Assuming Bank 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)



			
	 	 	 
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maintained by, owned by, or in the possession of the Assuming Bank or any Affiliate of the
Assuming Bank relating to the transferred Loan.




     9.7 Information. The Assuming Bank 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 Bank 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 Bank, 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 Bank, and any agreements, documents, matters or
proceedings contemplated hereby or thereby.



ARTICLE XI

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK




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



     (a) Corporate Existence and Authority. The Assuming Bank (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 Bank 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 Bank 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 Bank 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 Bank, enforceable in accordance with its terms.



     (d) Compliance with Law.



			
	 	 	 
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          (i) Neither the Assuming Bank 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 Bank 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 Bank or of
any of its Subsidiaries, or the ownership of the properties of the Assuming Bank 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 Bank or the ability of the Assuming Bank to perform, satisfy or observe any obligation
or condition under this Agreement.




          (ii) Neither the execution and delivery nor the performance by the Assuming Bank of this
Agreement will result in any violation by the Assuming Bank 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) Representations Remain True. The Assuming Bank 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 Bank 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 Bank
pursuant to this Agreement or subsequent to the execution hereof by the Assuming Bank or any
Subsidiary or Affiliate of the Assuming Bank 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;




			
	 	 	 
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          (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
Bank to continue to perform any service or activity previously performed by the Failed Bank which
the Assuming Bank 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 Bank elected not to assume in
accordance with this Agreement and which neither the Assuming Bank nor any Subsidiary or Affiliate
of the Assuming Bank 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




          (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
Bank 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




			
	 	 	 
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(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 Bank pursuant to this Agreement or subsequent to the execution hereof by
the Assuming Bank or any Subsidiary or Affiliate of the Assuming Bank;




          (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 Bank pursuant to this Agreement or subsequent to the execution
hereof by the Assuming Bank or any Subsidiary or Affiliate of the Assuming Bank;




          (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 Bank or any Subsidiary or Affiliate of the Assuming Bank;




          (7) claims based on the rights of any present or former shareholder as such of the Assuming
Bank or any Subsidiary or Affiliate of the Assuming Bank 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;




          (9) claims which could have been enforced against any Indemnitee had the Assuming Bank 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 Bank;




          (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)




			
	 	 	 
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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 Bank or its Subsidiaries or Affiliates;




          (12) claims or actions which constitute a breach by the Assuming Bank 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 Bank, 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;



     (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;



			
	 	 	 
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     (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 Bank subsequent to the execution of this Agreement by the
Assuming Bank or any Subsidiary or Affiliate of the Assuming Bank, 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 Bank 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 Bank pursuant to this Agreement or subsequent to the execution hereof by the Assuming Bank
or any Subsidiary or Affiliate of the Assuming Bank, 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 Bank 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.



			
	 	 	 
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     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 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 Bank as set forth in this
Article XII. It is a condition to the Corporation’s obligation hereunder that the Assuming Bank
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 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 AND THE RIGHTS AND OBLIGATIONS HEREUNDER 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



			
	 	 	 
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THE LAWS OF THE STATE IN WHICH THE MAIN OFFICE OF THE FAILED BANK IS LOCATED.




     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 Bank. 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 Bank 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 Bank 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 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 Bank




Daniel M. Healy

Premier American Bank, National Association

5301 Blue Lagoon Drive, Suite 200

Miami, Florida 33126

(917) 975-0205

Dhealy@bondstreetholdings.com



Receiver and Corporation




Federal Deposit Insurance Corporation,

Receiver of PREMIER AMERICAN BANK

1601 Bryan Street, Suite 1700

Dallas, Texas 75201



Attention: Settlement Manager



with copy to: Regional Counsel (Litigation Branch)



and with respect to notice under Article XII:




			
	 	 	 
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Federal Deposit Insurance Corporation

Receiver of PREMIER AMERICAN BANK

1601 Bryan Street, Suite 1700

Dallas, Texas 75201

Attention: Regional 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 accountants and counsel; provided, that the Assuming Bank
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.



			
	 	 	 
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	 	PREMIER AMERICAN BANK
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     13.10 Waiver. Each of the Receiver, the Corporation and the Assuming Bank 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 Bank 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 Bank 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. Provided, however,
the receivership of the Failed Bank may be terminated prior to the expiration of the term of this
Agreement; 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. 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]







			
	 	 	 
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	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 





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     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 PREMIER AMERICAN BANK 

MIAMI, FLORIDA

 	 
	 	BY: 	/s/ William Black
 	 
	 	 	WILLIAM BLACK 	 
	 	 	RECEIVER-IN-CHARGE 	 
	 


Attest:



/s/ John W. Papi




	 	 	 	 	 
	 	FEDERAL DEPOSIT INSURANCE CORPORATION

 	 
	 	BY: 	/s/ William Black
 	 
	 	 	WILLIAM BLACK 	 
	 	 	ATTORNEY-IN-FACT 	 
	 


Attest:



/s/ John W. Papi




	 	 	 	 	 	 	 

	 	 	PREMIER AMERICAN BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:

NAME:
	 	/s/ Daniel M. Healy
 

Daniel M. Healy
	 	 
	 

	 	TITLE:
	 	CEO	 	 





Attest:



/s/ Vincent Tese





			
	 	 	 
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	 	PREMIER AMERICAN BANK
	Version 1.12
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SCHEDULE 2.1 — Certain Liabilities Assumed by the Assuming Bank





			
	 	 	 
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	 	PREMIER AMERICAN BANK
	Version 1.12
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SCHEDULE 2.1(a) — Excluded Deposit Liability Accounts




Premier American Bank

Miami, Florida


Premier American 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. This schedule identifies the DO
accounts as of the date of the deposit download. This schedule will be updated post closing with
data as of Bank Closing date.




INSTITUTION: 3048067 — PREMIER AMERICAN BANK DATE OF

DATA: OCTOBER 27, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	ACCOUNT	 	CLAIM	 	 
	 	 	P & I	 	CLAIMANT NAME	 	NUMBER	 	TYPE	 	RATE
	 
	 	$	5,001,917.81	 	 	CEDE & CO.	 	 	07000047607	 	 	CDS	 	 	1.75	%
	 
	 	$	5,006,712.33	 	 	CEDE & CO.	 	 	07000021204	 	 	CDS	 	 	1.75	%
	TOTAL ACCOUNTS: 2
	 	$	10,008,630.14	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






			
	 	 	 
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	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 





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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 BANK 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.





			
	 	 	 
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	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
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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 and 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, if any, including
all
 outstanding extensions of credit and

offensive litigation, but excluding any
class
 action lawsuits related to the 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, and repossessed
collateral
	 	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
	 
	 	 	 	 
	(l)

	 	assets securing Deposits of public
money,
 to the extent not otherwise purchased

hereunder:
	 	Book Value
	 
	 	 	 	 
	(m)

	 	Overdraft of customers:
	 	Book Value
	 
	 	 	 	 
	(n)

	 	rights, if any, with respect to
Qualified
	 	As provided in Section 3.2(c)






			
	 	 	 
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	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 






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	 	Financial Contracts:	 	 
	 
	 	 	 	 
	(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
	 
	 	 	 	 
	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
	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 





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SCHEDULE 3.5(l) — Excluded Securities





			
	 	 	 
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	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 






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SCHEDULE 4.15A


LOANS SUBJECT TO LOSS SHARING UNDER THE

SINGLE FAMILY SHARED-LOSS AGREEMENT






			
	 	 	 
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	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 






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SCHEDULE 4.15B


LOANS SUBJECT TO LOSS SHARING UNDER THE

NON-SINGLE FAMILY SHARED-LOSS AGREEMENT





			
	 	 	 
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	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 







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




Premier American Bank

Miami, 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

(as of 10/27/09)
	 	NONE
	 	 	 	 	 
	 	 	 	 
	II	 	CDARS

(as of 10/27/09)
	 	NONE
	 	 	 	 	 
	 	 	 	 
	III	 	Market Place Deposits

(as of 10/30/09)
	 	$	75,306,110.76	 
	 	 	 	 	Total deposits excluded from Calculation of premium
	 	$	75,306,110.76	 





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.



If this institution had any DO Brokered Deposits (Cede & Co as Nominee for DTC), they are excluded
from Assumed Deposits in the P&A transaction. A list of these accounts is provided on
“Schedule 2.1 DO Brokered Deposit Detail Report”.




II. CDARS



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



Premier American 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 P&A Agreement.






			
	 	 	 
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	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 






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III. 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.



Premier American Bank does have Market Place Deposits as identified above. If Market Place 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 of the P&A Agreement.





			
	 	 	 
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	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 







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QuickRate CD’s — Premier American Bank as of 10/30/09




	 	 	 	 	 	 	 	 	 	 	 	 	 
	ACCOUNT NUMBER	 	INTEREST RATE	 	OPEN DATE	 	BALANCE
	05000003905
	 	 	1.6000	 	 	 	10/07/09	 	 	 	99,000.00	 
	05000003941
	 	 	2.8000	 	 	 	04/15/09	 	 	 	99,000.00	 
	05000003949
	 	 	1.6000	 	 	 	10/07/09	 	 	 	99,000.00	 
	05000007127
	 	 	2.5000	 	 	 	04/15/09	 	 	 	99,000.00	 
	05000009804
	 	 	1.4500	 	 	 	10/07/09	 	 	 	99,000.00	 
	05000016031
	 	 	1.2000	 	 	 	10/07/09	 	 	 	99,000.00	 
	05000020932
	 	 	1.6000	 	 	 	04/13/09	 	 	 	225,000.00	 
	05000021746
	 	 	2.8000	 	 	 	04/15/09	 	 	 	99,000.00	 
	05000023327
	 	 	1.2000	 	 	 	10/07/09	 	 	 	99,000.00	 
	05000024118
	 	 	2.7500	 	 	 	03/12/09	 	 	 	99,000.00	 
	05000030629
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	05000030632
	 	 	1.6000	 	 	 	04/13/09	 	 	 	225,000.00	 
	05000036514
	 	 	1.2000	 	 	 	10/07/09	 	 	 	99,000.00	 
	05000044614
	 	 	2.8000	 	 	 	04/14/09	 	 	 	99,000.00	 
	05000044670
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	05000046223
	 	 	1.7400	 	 	 	10/07/09	 	 	 	99,000.00	 
	05000050007
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	05000052713
	 	 	2.7500	 	 	 	03/12/09	 	 	 	99,000.00	 
	05000055122
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	05000055123
	 	 	2.8000	 	 	 	04/15/09	 	 	 	100,000.00	 
	05000059426
	 	 	1.2000	 	 	 	10/07/09	 	 	 	99,000.00	 
	05000059495
	 	 	2.8000	 	 	 	04/13/09	 	 	 	99,000.00	 
	05000060841
	 	 	1.2000	 	 	 	10/07/09	 	 	 	99,000.00	 
	05000067525
	 	 	2.5000	 	 	 	04/10/09	 	 	 	99,000.00	 
	05000069123
	 	 	1.7400	 	 	 	10/07/09	 	 	 	99,000.00	 
	05000069124
	 	 	1.2000	 	 	 	10/07/09	 	 	 	99,000.00	 
	05000086100
	 	 	1.7400	 	 	 	10/07/09	 	 	 	99,000.00	 
	05000098591
	 	 	1.6000	 	 	 	04/13/09	 	 	 	225,000.00	 
	05000099314
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000005003
	 	 	2.5000	 	 	 	03/11/09	 	 	 	99,000.00	 
	07000005006
	 	 	1.2000	 	 	 	10/22/09	 	 	 	99,000.00	 
	07000006912
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000006913
	 	 	2.7500	 	 	 	03/20/09	 	 	 	99,000.00	 
	07000006914
	 	 	2.7500	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000006915
	 	 	2.7500	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000006916
	 	 	2.7500	 	 	 	03/20/09	 	 	 	99,000.00	 
	07000006917
	 	 	2.5000	 	 	 	04/06/09	 	 	 	99,000.00	 
	07000006918
	 	 	1.4500	 	 	 	04/14/09	 	 	 	250,000.00	 
	07000006919
	 	 	1.9000	 	 	 	05/04/09	 	 	 	99,000.00	 
	07000006920
	 	 	3.0500	 	 	 	05/26/09	 	 	 	100,000.00	 
	07000006921
	 	 	2.0000	 	 	 	05/27/09	 	 	 	99,000.00	 
	07000006925
	 	 	1.9600	 	 	 	10/28/09	 	 	 	249,000.00	 
	07000006937
	 	 	2.0000	 	 	 	05/19/09	 	 	 	99,000.00	 
	07000007710
	 	 	2.7500	 	 	 	03/16/09	 	 	 	97,000.00	 
	07000007711
	 	 	2.7500	 	 	 	03/24/09	 	 	 	100,000.00	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 





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	ACCOUNT NUMBER	 	INTEREST RATE	 	OPEN DATE	 	BALANCE
	07000007712
	 	 	1.2000	 	 	 	10/09/09	 	 	 	99,000.00	 
	07000007713
	 	 	1.4300	 	 	 	10/27/09	 	 	 	50,000.00	 
	07000007722
	 	 	2.0000	 	 	 	05/21/09	 	 	 	99,000.00	 
	07000008507
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000008508
	 	 	2.7500	 	 	 	04/06/09	 	 	 	100,000.00	 
	07000008509
	 	 	1.6000	 	 	 	04/13/09	 	 	 	225,000.00	 
	07000008516
	 	 	2.5000	 	 	 	03/18/09	 	 	 	99,000.00	 
	07000009306
	 	 	2.7500	 	 	 	03/25/09	 	 	 	99,000.00	 
	07000009308
	 	 	3.0000	 	 	 	04/03/09	 	 	 	99,000.00	 
	07000009309
	 	 	2.8000	 	 	 	04/14/09	 	 	 	99,000.00	 
	07000009310
	 	 	2.5000	 	 	 	04/13/09	 	 	 	99,000.00	 
	07000009311
	 	 	1.9000	 	 	 	05/04/09	 	 	 	99,000.00	 
	07000009312
	 	 	1.2000	 	 	 	10/27/09	 	 	 	99,000.00	 
	07000009313
	 	 	1.7300	 	 	 	10/27/09	 	 	 	99,000.00	 
	07000010713
	 	 	2.5000	 	 	 	03/11/09	 	 	 	100,460.24	 
	07000010714
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000010715
	 	 	2.5000	 	 	 	03/16/09	 	 	 	99,000.00	 
	07000010716
	 	 	2.5000	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000010717
	 	 	2.7500	 	 	 	03/18/09	 	 	 	99,000.00	 
	07000010718
	 	 	2.5000	 	 	 	03/27/09	 	 	 	98,985.00	 
	07000010719
	 	 	2.8000	 	 	 	04/23/09	 	 	 	99,000.00	 
	07000010723
	 	 	1.2000	 	 	 	10/15/09	 	 	 	99,000.00	 
	07000011563
	 	 	2.8000	 	 	 	04/15/09	 	 	 	99,000.00	 
	07000012309
	 	 	2.7500	 	 	 	03/20/09	 	 	 	99,000.00	 
	07000012310
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000012311
	 	 	2.5000	 	 	 	03/24/09	 	 	 	100,000.00	 
	07000012313
	 	 	2.5000	 	 	 	04/08/09	 	 	 	99,000.00	 
	07000012314
	 	 	2.8000	 	 	 	04/14/09	 	 	 	99,000.00	 
	07000012315
	 	 	3.4700	 	 	 	05/11/09	 	 	 	99,000.00	 
	07000012360
	 	 	1.4400	 	 	 	10/22/09	 	 	 	200,000.00	 
	07000012379
	 	 	1.2000	 	 	 	10/27/09	 	 	 	99,000.00	 
	07000013105
	 	 	2.7500	 	 	 	03/19/09	 	 	 	99,000.00	 
	07000013106
	 	 	2.5000	 	 	 	04/14/09	 	 	 	99,000.00	 
	07000013109
	 	 	2.0000	 	 	 	05/18/09	 	 	 	99,000.00	 
	07000015818
	 	 	2.7500	 	 	 	03/11/09	 	 	 	99,000.00	 
	07000015819
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000015820
	 	 	2.7500	 	 	 	03/23/09	 	 	 	99,000.00	 
	07000015821
	 	 	2.7500	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000015822
	 	 	2.5000	 	 	 	03/25/09	 	 	 	99,000.00	 
	07000015825
	 	 	2.5000	 	 	 	04/06/09	 	 	 	99,000.00	 
	07000015826
	 	 	2.5000	 	 	 	04/07/09	 	 	 	100,000.00	 
	07000015827
	 	 	2.5000	 	 	 	04/07/09	 	 	 	99,000.00	 
	07000015829
	 	 	1.4500	 	 	 	04/15/09	 	 	 	150,000.00	 
	07000015830
	 	 	1.4500	 	 	 	04/17/09	 	 	 	249,000.00	 
	07000015831
	 	 	2.8000	 	 	 	04/28/09	 	 	 	99,000.00	 
	07000015832
	 	 	2.0000	 	 	 	05/28/09	 	 	 	100,000.00	 
	07000015838
	 	 	1.6000	 	 	 	10/14/09	 	 	 	99,000.00	 
	07000015839
	 	 	1.2000	 	 	 	10/16/09	 	 	 	99,000.00	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 





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	ACCOUNT NUMBER	 	INTEREST RATE	 	OPEN DATE	 	BALANCE
	07000015841
	 	 	1.2000	 	 	 	10/23/09	 	 	 	245,000.00	 
	07000015843
	 	 	1.2000	 	 	 	10/29/09	 	 	 	200,000.00	 
	07000016606
	 	 	2.7500	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000016608
	 	 	2.5000	 	 	 	04/10/09	 	 	 	99,000.00	 
	07000016610
	 	 	2.0000	 	 	 	05/18/09	 	 	 	240,000.00	 
	07000016611
	 	 	2.0000	 	 	 	05/26/09	 	 	 	99,000.00	 
	07000016612
	 	 	1.2000	 	 	 	10/21/09	 	 	 	249,000.00	 
	07000016613
	 	 	1.4400	 	 	 	10/22/09	 	 	 	99,000.00	 
	07000017408
	 	 	2.5000	 	 	 	03/18/09	 	 	 	99,000.00	 
	07000017409
	 	 	2.7500	 	 	 	03/19/09	 	 	 	99,000.00	 
	07000017410
	 	 	2.5500	 	 	 	04/13/09	 	 	 	99,000.00	 
	07000018203
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000018204
	 	 	2.7500	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000018205
	 	 	2.7500	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000018206
	 	 	2.5000	 	 	 	03/19/09	 	 	 	99,000.00	 
	07000018207
	 	 	2.5000	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000018208
	 	 	2.7200	 	 	 	04/01/09	 	 	 	99,000.00	 
	07000018209
	 	 	2.5000	 	 	 	04/15/09	 	 	 	100,000.00	 
	07000018210
	 	 	2.0000	 	 	 	05/27/09	 	 	 	99,000.00	 
	07000019005
	 	 	2.7500	 	 	 	03/16/09	 	 	 	99,000.00	 
	07000019006
	 	 	2.5000	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000020411
	 	 	2.7500	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000020412
	 	 	2.7500	 	 	 	03/16/09	 	 	 	99,000.00	 
	07000020413
	 	 	2.5000	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000020414
	 	 	2.5000	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000020415
	 	 	2.7500	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000020416
	 	 	2.5000	 	 	 	03/25/09	 	 	 	99,000.00	 
	07000020417
	 	 	2.8000	 	 	 	04/13/09	 	 	 	99,000.00	 
	07000020419
	 	 	2.0000	 	 	 	05/18/09	 	 	 	99,000.00	 
	07000020488
	 	 	2.0000	 	 	 	05/27/09	 	 	 	99,000.00	 
	07000021205
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000021208
	 	 	1.4500	 	 	 	10/13/09	 	 	 	99,000.00	 
	07000021209
	 	 	1.5800	 	 	 	10/28/09	 	 	 	250,000.00	 
	07000022002
	 	 	2.7500	 	 	 	03/11/09	 	 	 	99,000.00	 
	07000023918
	 	 	2.5000	 	 	 	03/12/09	 	 	 	95,000.00	 
	07000023921
	 	 	3.4500	 	 	 	03/31/09	 	 	 	99,000.00	 
	07000023922
	 	 	3.0000	 	 	 	04/01/09	 	 	 	99,000.00	 
	07000023923
	 	 	2.5500	 	 	 	04/14/09	 	 	 	99,000.00	 
	07000023924
	 	 	2.5000	 	 	 	04/16/09	 	 	 	99,000.00	 
	07000023925
	 	 	2.8000	 	 	 	04/16/09	 	 	 	99,000.00	 
	07000023927
	 	 	3.4700	 	 	 	05/04/09	 	 	 	99,000.00	 
	07000023928
	 	 	3.4700	 	 	 	05/22/09	 	 	 	99,000.00	 
	07000023932
	 	 	1.4500	 	 	 	10/14/09	 	 	 	99,000.00	 
	07000023933
	 	 	1.2000	 	 	 	10/15/09	 	 	 	99,000.00	 
	07000024704
	 	 	2.7500	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000024706
	 	 	2.7500	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000024707
	 	 	3.0500	 	 	 	04/14/09	 	 	 	99,000.00	 
	07000024709
	 	 	3.4700	 	 	 	04/22/09	 	 	 	99,000.00	 





			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 






53









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	ACCOUNT NUMBER	 	INTEREST RATE	 	OPEN DATE	 	BALANCE
	07000024711
	 	 	1.2000	 	 	 	10/08/09	 	 	 	99,000.00	 
	07000024712
	 	 	1.2000	 	 	 	10/15/09	 	 	 	99,000.00	 
	07000025504
	 	 	2.7500	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000025505
	 	 	2.7500	 	 	 	03/25/09	 	 	 	99,000.00	 
	07000025507
	 	 	1.9000	 	 	 	05/07/09	 	 	 	99,000.00	 
	07000026307
	 	 	2.7500	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000026308
	 	 	3.0000	 	 	 	04/02/09	 	 	 	99,000.00	 
	07000026309
	 	 	1.6000	 	 	 	04/13/09	 	 	 	225,000.00	 
	07000026310
	 	 	1.9000	 	 	 	05/14/09	 	 	 	99,000.00	 
	07000027112
	 	 	2.5000	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000027113
	 	 	3.4700	 	 	 	04/15/09	 	 	 	100,000.00	 
	07000027115
	 	 	1.9000	 	 	 	05/12/09	 	 	 	99,000.00	 
	07000027116
	 	 	1.7400	 	 	 	10/26/09	 	 	 	99,000.00	 
	07000029822
	 	 	2.7500	 	 	 	03/11/09	 	 	 	99,000.00	 
	07000029823
	 	 	2.7500	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000029824
	 	 	2.5000	 	 	 	03/19/09	 	 	 	237,000.00	 
	07000029825
	 	 	2.5000	 	 	 	03/20/09	 	 	 	99,000.00	 
	07000029826
	 	 	2.7500	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000029827
	 	 	2.5000	 	 	 	03/25/09	 	 	 	95,000.00	 
	07000029828
	 	 	2.7500	 	 	 	03/26/09	 	 	 	99,000.00	 
	07000029829
	 	 	3.4500	 	 	 	03/31/09	 	 	 	99,000.00	 
	07000029830
	 	 	2.7200	 	 	 	04/01/09	 	 	 	99,000.00	 
	07000029831
	 	 	3.0000	 	 	 	04/01/09	 	 	 	99,000.00	 
	07000029832
	 	 	2.7500	 	 	 	04/06/09	 	 	 	99,000.00	 
	07000029833
	 	 	2.8000	 	 	 	04/09/09	 	 	 	99,000.00	 
	07000029834
	 	 	3.4700	 	 	 	04/15/09	 	 	 	99,000.00	 
	07000029835
	 	 	2.8000	 	 	 	04/21/09	 	 	 	99,000.00	 
	07000029836
	 	 	2.8000	 	 	 	04/28/09	 	 	 	99,000.00	 
	07000029837
	 	 	2.8000	 	 	 	05/01/09	 	 	 	99,000.00	 
	07000029838
	 	 	3.0500	 	 	 	05/05/09	 	 	 	99,000.00	 
	07000029839
	 	 	1.9000	 	 	 	05/05/09	 	 	 	99,000.00	 
	07000029841
	 	 	2.8000	 	 	 	05/27/09	 	 	 	150,000.00	 
	07000029847
	 	 	1.2000	 	 	 	10/09/09	 	 	 	99,000.00	 
	07000029848
	 	 	1.2000	 	 	 	10/13/09	 	 	 	99,000.00	 
	07000029849
	 	 	1.5900	 	 	 	10/21/09	 	 	 	50,000.00	 
	07000029850
	 	 	2.2000	 	 	 	10/22/09	 	 	 	250,000.00	 
	07000029873
	 	 	2.8000	 	 	 	04/23/09	 	 	 	99,000.00	 
	07000030102
	 	 	2.7200	 	 	 	04/01/09	 	 	 	99,000.00	 
	07000030122
	 	 	2.7200	 	 	 	03/31/09	 	 	 	99,000.00	 
	07000032822
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000032823
	 	 	2.5000	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000032824
	 	 	2.7500	 	 	 	03/16/09	 	 	 	99,000.00	 
	07000032825
	 	 	2.7500	 	 	 	03/16/09	 	 	 	99,000.00	 
	07000032828
	 	 	2.7500	 	 	 	03/16/09	 	 	 	99,000.00	 
	07000032829
	 	 	2.5000	 	 	 	03/26/09	 	 	 	99,000.00	 
	07000032831
	 	 	2.5500	 	 	 	04/14/09	 	 	 	99,000.00	 
	07000032834
	 	 	1.9000	 	 	 	05/15/09	 	 	 	99,000.00	 
	07000032835
	 	 	2.0000	 	 	 	05/18/09	 	 	 	250,000.00	 





			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 






54









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	ACCOUNT NUMBER	 	INTEREST RATE	 	OPEN DATE	 	BALANCE
	07000032836
	 	 	2.0000	 	 	 	05/19/09	 	 	 	249,000.00	 
	07000032837
	 	 	2.0000	 	 	 	05/21/09	 	 	 	99,000.00	 
	07000032845
	 	 	1.4500	 	 	 	10/13/09	 	 	 	248,000.00	 
	07000032846
	 	 	1.2000	 	 	 	10/28/09	 	 	 	149,000.00	 
	07000033606
	 	 	2.5000	 	 	 	03/18/09	 	 	 	99,000.00	 
	07000033607
	 	 	2.7500	 	 	 	03/26/09	 	 	 	99,000.00	 
	07000033608
	 	 	2.5000	 	 	 	03/27/09	 	 	 	99,000.00	 
	07000034411
	 	 	2.8000	 	 	 	04/13/09	 	 	 	99,000.00	 
	07000034412
	 	 	3.0500	 	 	 	04/10/09	 	 	 	99,000.00	 
	07000034413
	 	 	3.0500	 	 	 	04/29/09	 	 	 	100,000.00	 
	07000034415
	 	 	1.6000	 	 	 	10/13/09	 	 	 	99,000.00	 
	07000034416
	 	 	1.4400	 	 	 	10/23/09	 	 	 	249,000.00	 
	07000034417
	 	 	1.4300	 	 	 	10/28/09	 	 	 	125,000.00	 
	07000035203
	 	 	2.5000	 	 	 	03/25/09	 	 	 	99,000.00	 
	07000035204
	 	 	1.6000	 	 	 	04/13/09	 	 	 	225,000.00	 
	07000035205
	 	 	1.6000	 	 	 	04/13/09	 	 	 	225,000.00	 
	07000035206
	 	 	0.5000	 	 	 	04/17/09	 	 	 	0.00	 
	07000035207
	 	 	2.0000	 	 	 	05/18/09	 	 	 	100,000.00	 
	07000035209
	 	 	2.2000	 	 	 	10/15/09	 	 	 	249,000.00	 
	07000035274
	 	 	1.9000	 	 	 	05/11/09	 	 	 	100,000.00	 
	07000036005
	 	 	2.7500	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000036006
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000036007
	 	 	1.9000	 	 	 	05/13/09	 	 	 	243,000.00	 
	07000036010
	 	 	1.2000	 	 	 	10/22/09	 	 	 	99,000.00	 
	07000036011
	 	 	1.2000	 	 	 	10/22/09	 	 	 	248,000.00	 
	07000036012
	 	 	1.2000	 	 	 	10/21/09	 	 	 	249,000.00	 
	07000037910
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000037911
	 	 	2.5000	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000037912
	 	 	2.5000	 	 	 	03/18/09	 	 	 	99,000.00	 
	07000037913
	 	 	2.5000	 	 	 	03/26/09	 	 	 	99,000.00	 
	07000037914
	 	 	2.8000	 	 	 	04/10/09	 	 	 	99,000.00	 
	07000037915
	 	 	2.8000	 	 	 	04/13/09	 	 	 	99,000.00	 
	07000037916
	 	 	2.5000	 	 	 	04/16/09	 	 	 	99,000.00	 
	07000037917
	 	 	2.5000	 	 	 	04/17/09	 	 	 	100,000.00	 
	07000037920
	 	 	3.0500	 	 	 	05/22/09	 	 	 	249,000.00	 
	07000037921
	 	 	2.8000	 	 	 	05/26/09	 	 	 	99,000.00	 
	07000037927
	 	 	1.4400	 	 	 	10/21/09	 	 	 	99,000.00	 
	07000038713
	 	 	2.5000	 	 	 	03/18/09	 	 	 	99,000.00	 
	07000038716
	 	 	1.2000	 	 	 	10/15/09	 	 	 	99,000.00	 
	07000039507
	 	 	2.5000	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000039508
	 	 	2.7500	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000039509
	 	 	3.4500	 	 	 	03/27/09	 	 	 	99,000.00	 
	07000039510
	 	 	2.5000	 	 	 	03/31/09	 	 	 	100,000.00	 
	07000039511
	 	 	2.7200	 	 	 	04/01/09	 	 	 	99,000.00	 
	07000039512
	 	 	0.5000	 	 	 	04/14/09	 	 	 	0.00	 
	07000039513
	 	 	2.0000	 	 	 	05/19/09	 	 	 	99,000.00	 
	07000039515
	 	 	2.8000	 	 	 	05/22/09	 	 	 	99,000.00	 
	07000039516
	 	 	3.0500	 	 	 	05/27/09	 	 	 	100,000.00	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 





55









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	ACCOUNT NUMBER	 	INTEREST RATE	 	OPEN DATE	 	BALANCE
	07000039535
	 	 	2.8000	 	 	 	05/27/09	 	 	 	150,000.00	 
	07000040914
	 	 	2.5000	 	 	 	03/18/09	 	 	 	99,000.00	 
	07000040915
	 	 	2.7500	 	 	 	03/23/09	 	 	 	100,000.00	 
	07000040916
	 	 	2.5000	 	 	 	03/23/09	 	 	 	99,000.00	 
	07000040917
	 	 	2.5000	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000040919
	 	 	2.5000	 	 	 	03/25/09	 	 	 	100,000.00	 
	07000040920
	 	 	2.7500	 	 	 	03/27/09	 	 	 	99,000.00	 
	07000040922
	 	 	2.8000	 	 	 	04/07/09	 	 	 	99,000.00	 
	07000040923
	 	 	3.0500	 	 	 	04/09/09	 	 	 	99,000.00	 
	07000040924
	 	 	2.5000	 	 	 	04/14/09	 	 	 	99,000.00	 
	07000040925
	 	 	2.5000	 	 	 	04/16/09	 	 	 	99,000.00	 
	07000040927
	 	 	1.8000	 	 	 	04/30/09	 	 	 	99,000.00	 
	07000040928
	 	 	1.9000	 	 	 	05/06/09	 	 	 	99,000.00	 
	07000041706
	 	 	2.7500	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000041707
	 	 	2.5000	 	 	 	03/18/09	 	 	 	99,000.00	 
	07000041708
	 	 	2.7500	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000041710
	 	 	2.5000	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000041712
	 	 	2.8000	 	 	 	05/20/09	 	 	 	100,000.00	 
	07000041768
	 	 	2.7500	 	 	 	04/03/09	 	 	 	99,000.00	 
	07000042506
	 	 	2.5000	 	 	 	03/11/09	 	 	 	99,000.00	 
	07000042507
	 	 	2.5000	 	 	 	03/16/09	 	 	 	99,000.00	 
	07000042508
	 	 	2.7500	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000042509
	 	 	2.5000	 	 	 	03/25/09	 	 	 	99,000.00	 
	07000042514
	 	 	1.9000	 	 	 	05/06/09	 	 	 	99,000.00	 
	07000042515
	 	 	2.8000	 	 	 	05/19/09	 	 	 	100,000.00	 
	07000042562
	 	 	2.5000	 	 	 	04/15/09	 	 	 	99,000.00	 
	07000043305
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000043307
	 	 	2.5000	 	 	 	04/01/09	 	 	 	100,000.00	 
	07000043308
	 	 	3.0000	 	 	 	04/02/09	 	 	 	99,000.00	 
	07000043309
	 	 	2.8000	 	 	 	04/28/09	 	 	 	99,000.00	 
	07000043364
	 	 	2.5000	 	 	 	03/20/09	 	 	 	99,000.00	 
	07000044105
	 	 	2.7500	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000044106
	 	 	2.7500	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000044107
	 	 	2.5000	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000044108
	 	 	2.5000	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000044110
	 	 	2.5000	 	 	 	04/02/09	 	 	 	99,000.00	 
	07000044111
	 	 	1.6000	 	 	 	04/13/09	 	 	 	225,000.00	 
	07000044112
	 	 	1.6000	 	 	 	04/13/09	 	 	 	150,000.00	 
	07000044113
	 	 	1.9000	 	 	 	05/15/09	 	 	 	99,000.00	 
	07000044114
	 	 	1.4500	 	 	 	10/16/09	 	 	 	250,000.00	 
	07000044127
	 	 	0.5000	 	 	 	04/14/09	 	 	 	0.00	 
	07000046815
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000046816
	 	 	2.7500	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000046819
	 	 	2.5000	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000046820
	 	 	2.5000	 	 	 	03/19/09	 	 	 	99,000.00	 
	07000046821
	 	 	2.7500	 	 	 	03/23/09	 	 	 	99,000.00	 
	07000046822
	 	 	2.7500	 	 	 	03/26/09	 	 	 	99,000.00	 
	07000046823
	 	 	2.7500	 	 	 	03/27/09	 	 	 	99,000.00	 





			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 






56









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	ACCOUNT NUMBER	 	INTEREST RATE	 	OPEN DATE	 	BALANCE
	07000046826
	 	 	2.5000	 	 	 	04/07/09	 	 	 	99,000.00	 
	07000046827
	 	 	2.8000	 	 	 	04/09/09	 	 	 	99,000.00	 
	07000046828
	 	 	1.6000	 	 	 	04/13/09	 	 	 	225,000.00	 
	07000046829
	 	 	1.8500	 	 	 	04/16/09	 	 	 	0.00	 
	07000046830
	 	 	0.5000	 	 	 	04/16/09	 	 	 	0.00	 
	07000046832
	 	 	1.8000	 	 	 	04/30/09	 	 	 	99,000.00	 
	07000046833
	 	 	1.8000	 	 	 	04/30/09	 	 	 	99,000.00	 
	07000046837
	 	 	2.0000	 	 	 	05/28/09	 	 	 	99,832.76	 
	07000046838
	 	 	2.8000	 	 	 	06/02/09	 	 	 	99,000.00	 
	07000046841
	 	 	1.2000	 	 	 	10/08/09	 	 	 	99,000.00	 
	07000046842
	 	 	2.5000	 	 	 	03/25/09	 	 	 	99,000.00	 
	07000046843
	 	 	1.4400	 	 	 	10/23/09	 	 	 	99,000.00	 
	07000046844
	 	 	1.2000	 	 	 	10/23/09	 	 	 	99,000.00	 
	07000047608
	 	 	2.5000	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000047611
	 	 	2.8000	 	 	 	04/23/09	 	 	 	99,000.00	 
	07000047613
	 	 	3.0500	 	 	 	05/14/09	 	 	 	99,000.00	 
	07000047614
	 	 	1.6000	 	 	 	10/09/09	 	 	 	99,000.00	 
	07000048402
	 	 	2.5000	 	 	 	03/11/09	 	 	 	99,000.00	 
	07000048403
	 	 	2.5000	 	 	 	03/19/09	 	 	 	99,000.00	 
	07000048406
	 	 	1.9000	 	 	 	05/06/09	 	 	 	98,000.00	 
	07000048407
	 	 	2.0000	 	 	 	05/21/09	 	 	 	99,000.00	 
	07000048408
	 	 	1.6000	 	 	 	10/15/09	 	 	 	99,000.00	 
	07000048438
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000049202
	 	 	2.7500	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000049203
	 	 	2.5000	 	 	 	03/19/09	 	 	 	100,000.00	 
	07000049204
	 	 	2.7500	 	 	 	03/23/09	 	 	 	99,000.00	 
	07000049205
	 	 	2.7500	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000049206
	 	 	2.8000	 	 	 	04/10/09	 	 	 	99,000.00	 
	07000049207
	 	 	1.8500	 	 	 	04/14/09	 	 	 	249,000.00	 
	07000049208
	 	 	2.5000	 	 	 	04/17/09	 	 	 	99,000.00	 
	07000049209
	 	 	3.0500	 	 	 	05/21/09	 	 	 	145,000.00	 
	07000049210
	 	 	1.2000	 	 	 	10/22/09	 	 	 	250,000.00	 
	07000050610
	 	 	2.7500	 	 	 	03/11/09	 	 	 	99,000.00	 
	07000050611
	 	 	2.7500	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000050612
	 	 	2.7500	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000050613
	 	 	2.7500	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000050614
	 	 	0.5000	 	 	 	04/14/09	 	 	 	0.00	 
	07000050615
	 	 	2.8000	 	 	 	04/14/09	 	 	 	99,000.00	 
	07000050617
	 	 	1.8000	 	 	 	04/30/09	 	 	 	99,000.00	 
	07000050618
	 	 	1.9000	 	 	 	05/04/09	 	 	 	99,000.00	 
	07000050619
	 	 	3.0500	 	 	 	05/11/09	 	 	 	99,000.00	 
	07000050623
	 	 	2.0000	 	 	 	05/19/09	 	 	 	99,000.00	 
	07000050625
	 	 	2.0000	 	 	 	05/22/09	 	 	 	99,000.00	 
	07000050626
	 	 	2.0000	 	 	 	05/28/09	 	 	 	245,000.00	 
	07000050627
	 	 	1.4500	 	 	 	10/15/09	 	 	 	200,000.00	 
	07000050628
	 	 	1.4500	 	 	 	10/16/09	 	 	 	248,000.00	 
	07000051404
	 	 	2.7500	 	 	 	03/11/09	 	 	 	99,000.00	 
	07000051405
	 	 	2.7500	 	 	 	03/16/09	 	 	 	99,000.00	 





			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 






57









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	ACCOUNT NUMBER	 	INTEREST RATE	 	OPEN DATE	 	BALANCE
	07000051406
	 	 	2.7500	 	 	 	03/18/09	 	 	 	99,000.00	 
	07000051407
	 	 	3.0500	 	 	 	04/07/09	 	 	 	100,000.00	 
	07000051408
	 	 	2.8000	 	 	 	05/08/09	 	 	 	99,000.00	 
	07000051409
	 	 	3.0500	 	 	 	05/20/09	 	 	 	99,000.00	 
	07000051499
	 	 	2.7500	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000052203
	 	 	2.7500	 	 	 	03/31/09	 	 	 	99,000.00	 
	07000052204
	 	 	1.4500	 	 	 	04/14/09	 	 	 	250,000.00	 
	07000052205
	 	 	3.0500	 	 	 	05/14/09	 	 	 	99,000.00	 
	07000052208
	 	 	1.5900	 	 	 	10/20/09	 	 	 	99,000.00	 
	07000052210
	 	 	1.2000	 	 	 	10/28/09	 	 	 	99,000.00	 
	07000052252
	 	 	3.0000	 	 	 	04/02/09	 	 	 	99,000.00	 
	07000053004
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000053005
	 	 	2.7500	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000053006
	 	 	2.7500	 	 	 	03/19/09	 	 	 	250,000.00	 
	07000053007
	 	 	3.0000	 	 	 	04/02/09	 	 	 	100,000.00	 
	07000053008
	 	 	2.8000	 	 	 	04/08/09	 	 	 	99,000.00	 
	07000053009
	 	 	2.8000	 	 	 	04/08/09	 	 	 	99,000.00	 
	07000053011
	 	 	2.8000	 	 	 	04/16/09	 	 	 	99,000.00	 
	07000053012
	 	 	1.4500	 	 	 	10/15/09	 	 	 	247,000.00	 
	07000054913
	 	 	2.7500	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000054914
	 	 	2.7500	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000054915
	 	 	2.5000	 	 	 	03/24/09	 	 	 	97,000.00	 
	07000054916
	 	 	2.7500	 	 	 	03/23/09	 	 	 	99,000.00	 
	07000054917
	 	 	2.7200	 	 	 	04/02/09	 	 	 	99,000.00	 
	07000054918
	 	 	2.5000	 	 	 	04/17/09	 	 	 	99,000.00	 
	07000054920
	 	 	2.8000	 	 	 	04/21/09	 	 	 	99,000.00	 
	07000054922
	 	 	2.8000	 	 	 	05/05/09	 	 	 	99,000.00	 
	07000054924
	 	 	1.2000	 	 	 	10/20/09	 	 	 	150,000.00	 
	07000054925
	 	 	1.4300	 	 	 	10/27/09	 	 	 	99,000.00	 
	07000055710
	 	 	2.7500	 	 	 	03/11/09	 	 	 	99,000.00	 
	07000055712
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000055713
	 	 	2.7500	 	 	 	03/16/09	 	 	 	98,000.00	 
	07000055714
	 	 	2.5000	 	 	 	03/19/09	 	 	 	100,000.00	 
	07000055715
	 	 	2.7500	 	 	 	03/25/09	 	 	 	99,000.00	 
	07000055716
	 	 	0.5000	 	 	 	04/13/09	 	 	 	245,000.00	 
	07000055717
	 	 	1.2000	 	 	 	10/16/09	 	 	 	47,000.00	 
	07000055718
	 	 	1.2000	 	 	 	10/30/09	 	 	 	99,000.00	 
	07000055719
	 	 	1.9600	 	 	 	10/29/09	 	 	 	249,000.00	 
	07000055745
	 	 	2.8000	 	 	 	04/14/09	 	 	 	99,000.00	 
	07000056502
	 	 	2.5000	 	 	 	03/11/09	 	 	 	99,000.00	 
	07000056503
	 	 	2.7500	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000056504
	 	 	2.7500	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000056505
	 	 	2.5000	 	 	 	03/20/09	 	 	 	99,000.00	 
	07000056506
	 	 	2.7500	 	 	 	04/01/09	 	 	 	100,000.00	 
	07000056507
	 	 	1.6000	 	 	 	04/13/09	 	 	 	225,000.00	 
	07000056508
	 	 	0.5000	 	 	 	04/13/09	 	 	 	245,000.00	 
	07000056509
	 	 	2.8000	 	 	 	04/23/09	 	 	 	99,000.00	 
	07000056578
	 	 	2.8000	 	 	 	04/14/09	 	 	 	99,000.00	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 





58









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	ACCOUNT NUMBER	 	INTEREST RATE	 	OPEN DATE	 	BALANCE
	07000057307
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000057308
	 	 	2.5000	 	 	 	03/16/09	 	 	 	99,000.00	 
	07000057309
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000057310
	 	 	2.7500	 	 	 	03/25/09	 	 	 	99,000.00	 
	07000058104
	 	 	2.5000	 	 	 	03/16/09	 	 	 	99,000.00	 
	07000058106
	 	 	2.7200	 	 	 	04/02/09	 	 	 	99,000.00	 
	07000060313
	 	 	2.7500	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000060314
	 	 	2.5000	 	 	 	03/18/09	 	 	 	99,000.00	 
	07000060315
	 	 	2.7500	 	 	 	03/19/09	 	 	 	99,000.00	 
	07000060316
	 	 	2.5000	 	 	 	03/23/09	 	 	 	99,000.00	 
	07000060317
	 	 	2.7500	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000060320
	 	 	2.5000	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000060321
	 	 	2.8000	 	 	 	04/13/09	 	 	 	99,000.00	 
	07000060324
	 	 	2.5000	 	 	 	03/19/09	 	 	 	99,000.00	 
	07000060327
	 	 	2.5000	 	 	 	04/21/09	 	 	 	99,000.00	 
	07000060329
	 	 	2.8000	 	 	 	04/23/09	 	 	 	99,000.00	 
	07000060330
	 	 	3.0500	 	 	 	05/07/09	 	 	 	99,000.00	 
	07000060331
	 	 	3.0500	 	 	 	05/15/09	 	 	 	99,000.00	 
	07000060332
	 	 	1.8000	 	 	 	05/21/09	 	 	 	149,000.00	 
	07000060336
	 	 	1.7400	 	 	 	10/16/09	 	 	 	150,000.00	 
	07000060337
	 	 	1.7400	 	 	 	10/20/09	 	 	 	249,000.00	 
	07000060338
	 	 	1.4400	 	 	 	10/20/09	 	 	 	240,000.00	 
	07000061108
	 	 	1.4500	 	 	 	04/14/09	 	 	 	99,000.00	 
	07000061109
	 	 	2.8000	 	 	 	04/21/09	 	 	 	99,000.00	 
	07000061111
	 	 	1.2000	 	 	 	10/16/09	 	 	 	99,000.00	 
	07000061174
	 	 	2.8000	 	 	 	04/09/09	 	 	 	99,000.00	 
	07000063825
	 	 	2.5000	 	 	 	03/11/09	 	 	 	99,000.00	 
	07000063826
	 	 	2.7500	 	 	 	03/11/09	 	 	 	99,000.00	 
	07000063827
	 	 	2.7500	 	 	 	03/11/09	 	 	 	98,000.00	 
	07000063828
	 	 	2.7500	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000063829
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000063830
	 	 	2.5000	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000063831
	 	 	2.5000	 	 	 	03/17/09	 	 	 	245,000.00	 
	07000063832
	 	 	2.7500	 	 	 	03/20/09	 	 	 	99,000.00	 
	07000063833
	 	 	2.5000	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000063834
	 	 	2.7500	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000063835
	 	 	2.5000	 	 	 	03/25/09	 	 	 	99,000.00	 
	07000063837
	 	 	3.4700	 	 	 	04/06/09	 	 	 	99,000.00	 
	07000063838
	 	 	2.5000	 	 	 	04/09/09	 	 	 	99,000.00	 
	07000063839
	 	 	2.8000	 	 	 	04/14/09	 	 	 	99,000.00	 
	07000063841
	 	 	1.9000	 	 	 	05/05/09	 	 	 	99,000.00	 
	07000063842
	 	 	1.9000	 	 	 	05/08/09	 	 	 	99,000.00	 
	07000063844
	 	 	2.0000	 	 	 	05/26/09	 	 	 	99,000.00	 
	07000063848
	 	 	1.4500	 	 	 	10/15/09	 	 	 	146,000.00	 
	07000063849
	 	 	1.2000	 	 	 	10/15/09	 	 	 	52,000.00	 
	07000063850
	 	 	1.4300	 	 	 	10/29/09	 	 	 	99,000.00	 
	07000064607
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000064608
	 	 	2.5000	 	 	 	03/17/09	 	 	 	99,000.00	 





			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 






59









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	ACCOUNT NUMBER	 	INTEREST RATE	 	OPEN DATE	 	BALANCE
	07000064609
	 	 	2.7500	 	 	 	03/18/09	 	 	 	99,000.00	 
	07000064610
	 	 	2.5000	 	 	 	03/26/09	 	 	 	100,000.00	 
	07000064611
	 	 	2.5000	 	 	 	03/13/09	 	 	 	100,000.00	 
	07000064612
	 	 	2.5000	 	 	 	04/13/09	 	 	 	99,000.00	 
	07000064615
	 	 	3.4700	 	 	 	04/16/09	 	 	 	99,000.00	 
	07000064616
	 	 	1.8000	 	 	 	04/30/09	 	 	 	99,000.00	 
	07000064618
	 	 	1.4300	 	 	 	10/28/09	 	 	 	247,000.00	 
	07000064642
	 	 	2.5000	 	 	 	03/27/09	 	 	 	99,000.00	 
	07000065409
	 	 	2.5000	 	 	 	03/11/09	 	 	 	99,000.00	 
	07000065411
	 	 	2.5000	 	 	 	04/14/09	 	 	 	99,000.00	 
	07000065412
	 	 	2.0000	 	 	 	05/19/09	 	 	 	99,000.00	 
	07000065413
	 	 	2.0000	 	 	 	05/27/09	 	 	 	50,000.00	 
	07000065414
	 	 	1.2000	 	 	 	10/29/09	 	 	 	99,000.00	 
	07000065415
	 	 	2.1900	 	 	 	10/29/09	 	 	 	99,000.00	 
	07000065481
	 	 	1.2000	 	 	 	10/16/09	 	 	 	245,000.00	 
	07000066203
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000066204
	 	 	2.7500	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000066206
	 	 	2.5000	 	 	 	03/23/09	 	 	 	99,000.00	 
	07000066207
	 	 	2.5000	 	 	 	03/26/09	 	 	 	99,000.00	 
	07000066208
	 	 	3.0000	 	 	 	04/03/09	 	 	 	99,000.00	 
	07000066209
	 	 	1.6000	 	 	 	04/13/09	 	 	 	225,000.00	 
	07000066210
	 	 	1.7400	 	 	 	04/13/09	 	 	 	100,000.00	 
	07000066212
	 	 	1.7300	 	 	 	04/16/09	 	 	 	99,000.00	 
	07000066215
	 	 	2.0000	 	 	 	05/18/09	 	 	 	99,000.00	 
	07000066216
	 	 	3.0500	 	 	 	05/28/09	 	 	 	150,000.00	 
	07000067005
	 	 	2.7500	 	 	 	03/11/09	 	 	 	99,000.00	 
	07000067006
	 	 	2.5000	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000067007
	 	 	3.0500	 	 	 	05/13/09	 	 	 	99,000.00	 
	07000068922
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000068923
	 	 	2.7500	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000068924
	 	 	2.7500	 	 	 	03/16/09	 	 	 	99,000.00	 
	07000068926
	 	 	2.5000	 	 	 	04/03/09	 	 	 	100,000.00	 
	07000068927
	 	 	2.8000	 	 	 	04/08/09	 	 	 	99,000.00	 
	07000068929
	 	 	2.5000	 	 	 	04/15/09	 	 	 	99,000.00	 
	07000068930
	 	 	0.5000	 	 	 	04/17/09	 	 	 	0.00	 
	07000068933
	 	 	1.2000	 	 	 	10/23/09	 	 	 	90,000.00	 
	07000069707
	 	 	2.5000	 	 	 	03/11/09	 	 	 	99,000.00	 
	07000069708
	 	 	2.7500	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000069709
	 	 	2.5000	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000069710
	 	 	2.5000	 	 	 	03/18/09	 	 	 	99,000.00	 
	07000069711
	 	 	2.5000	 	 	 	04/03/09	 	 	 	99,000.00	 
	07000069712
	 	 	3.0500	 	 	 	04/13/09	 	 	 	99,000.00	 
	07000069713
	 	 	2.8000	 	 	 	04/14/09	 	 	 	99,000.00	 
	07000069714
	 	 	1.0000	 	 	 	04/14/09	 	 	 	250,000.00	 
	07000069715
	 	 	1.4400	 	 	 	10/21/09	 	 	 	245,000.00	 
	07000070001
	 	 	2.5000	 	 	 	03/20/09	 	 	 	99,000.00	 
	07000070083
	 	 	2.8000	 	 	 	04/09/09	 	 	 	99,000.00	 
	07000071912
	 	 	2.7500	 	 	 	03/11/09	 	 	 	99,000.00	 





			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 






60









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	ACCOUNT NUMBER	 	INTEREST RATE	 	OPEN DATE	 	BALANCE
	07000071913
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000071914
	 	 	2.7500	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000071915
	 	 	2.5000	 	 	 	03/20/09	 	 	 	99,000.00	 
	07000071916
	 	 	2.7500	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000071918
	 	 	2.5000	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000071919
	 	 	2.5000	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000071922
	 	 	3.0500	 	 	 	04/07/09	 	 	 	99,000.00	 
	07000071923
	 	 	2.8000	 	 	 	04/07/09	 	 	 	99,000.00	 
	07000071927
	 	 	0.5000	 	 	 	04/16/09	 	 	 	0.00	 
	07000071929
	 	 	2.0000	 	 	 	05/18/09	 	 	 	140,500.00	 
	07000071931
	 	 	1.4400	 	 	 	10/20/09	 	 	 	245,000.00	 
	07000071932
	 	 	1.4400	 	 	 	10/23/09	 	 	 	99,000.00	 
	07000072704
	 	 	2.5000	 	 	 	03/23/09	 	 	 	99,000.00	 
	07000072705
	 	 	2.8000	 	 	 	04/13/09	 	 	 	99,000.00	 
	07000072706
	 	 	2.8000	 	 	 	04/21/09	 	 	 	99,000.00	 
	07000072707
	 	 	2.8000	 	 	 	04/23/09	 	 	 	99,000.00	 
	07000072708
	 	 	2.0000	 	 	 	05/28/09	 	 	 	99,832.76	 
	07000072709
	 	 	1.2000	 	 	 	10/23/09	 	 	 	95,000.00	 
	07000072710
	 	 	1.2000	 	 	 	10/27/09	 	 	 	149,000.00	 
	07000073507
	 	 	2.7500	 	 	 	03/18/09	 	 	 	99,000.00	 
	07000073508
	 	 	2.5000	 	 	 	03/25/09	 	 	 	99,000.00	 
	07000073509
	 	 	2.5000	 	 	 	04/09/09	 	 	 	99,000.00	 
	07000073510
	 	 	3.0500	 	 	 	04/13/09	 	 	 	99,000.00	 
	07000073511
	 	 	3.4700	 	 	 	04/16/09	 	 	 	90,000.00	 
	07000073512
	 	 	1.9000	 	 	 	05/07/09	 	 	 	99,000.00	 
	07000074306
	 	 	2.5000	 	 	 	03/20/09	 	 	 	99,000.00	 
	07000074307
	 	 	2.7500	 	 	 	03/25/09	 	 	 	99,000.00	 
	07000074309
	 	 	2.8000	 	 	 	04/09/09	 	 	 	99,000.00	 
	07000074310
	 	 	2.5000	 	 	 	04/13/09	 	 	 	99,000.00	 
	07000074313
	 	 	1.4400	 	 	 	10/20/09	 	 	 	95,000.00	 
	07000075108
	 	 	2.5000	 	 	 	03/20/09	 	 	 	99,000.00	 
	07000075109
	 	 	2.5000	 	 	 	04/03/09	 	 	 	100,000.00	 
	07000075111
	 	 	2.8000	 	 	 	05/07/09	 	 	 	100,000.00	 
	07000075112
	 	 	1.4300	 	 	 	10/27/09	 	 	 	99,000.00	 
	07000075113
	 	 	1.2000	 	 	 	10/28/09	 	 	 	249,500.00	 
	07000075178
	 	 	2.7500	 	 	 	03/23/09	 	 	 	100,000.00	 
	07000077821
	 	 	2.7500	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000077823
	 	 	2.7500	 	 	 	03/23/09	 	 	 	99,000.00	 
	07000077824
	 	 	2.5000	 	 	 	03/25/09	 	 	 	99,000.00	 
	07000077827
	 	 	2.5000	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000077829
	 	 	1.6000	 	 	 	04/13/09	 	 	 	245,000.00	 
	07000077830
	 	 	2.8000	 	 	 	04/14/09	 	 	 	99,000.00	 
	07000077831
	 	 	2.8000	 	 	 	04/16/09	 	 	 	99,000.00	 
	07000077832
	 	 	3.4700	 	 	 	04/15/09	 	 	 	99,000.00	 
	07000077833
	 	 	2.8000	 	 	 	04/15/09	 	 	 	99,000.00	 
	07000077834
	 	 	2.8000	 	 	 	04/28/09	 	 	 	99,000.00	 
	07000077835
	 	 	1.8000	 	 	 	05/01/09	 	 	 	99,000.00	 
	07000077836
	 	 	1.9000	 	 	 	05/05/09	 	 	 	99,000.00	 





			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 






61









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	ACCOUNT NUMBER	 	INTEREST RATE	 	OPEN DATE	 	BALANCE
	07000077837
	 	 	2.0000	 	 	 	05/18/09	 	 	 	99,000.00	 
	07000077838
	 	 	3.0500	 	 	 	05/27/09	 	 	 	99,000.00	 
	07000077839
	 	 	3.0500	 	 	 	05/28/09	 	 	 	150,000.00	 
	07000077840
	 	 	1.2000	 	 	 	10/09/09	 	 	 	99,000.00	 
	07000077841
	 	 	1.4400	 	 	 	10/20/09	 	 	 	250,000.00	 
	07000077842
	 	 	1.9600	 	 	 	10/21/09	 	 	 	99,000.00	 
	07000077844
	 	 	1.9600	 	 	 	10/23/09	 	 	 	99,000.00	 
	07000077845
	 	 	1.7300	 	 	 	10/29/09	 	 	 	99,000.00	 
	07000077846
	 	 	1.5800	 	 	 	10/29/09	 	 	 	99,000.00	 
	07000078607
	 	 	2.5000	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000078609
	 	 	3.0500	 	 	 	04/07/09	 	 	 	99,000.00	 
	07000078611
	 	 	1.7400	 	 	 	10/16/09	 	 	 	245,000.00	 
	07000078612
	 	 	1.2000	 	 	 	10/19/09	 	 	 	80,000.00	 
	07000078613
	 	 	1.2000	 	 	 	10/23/09	 	 	 	64,000.00	 
	07000079403
	 	 	2.5000	 	 	 	03/18/09	 	 	 	99,000.00	 
	07000079404
	 	 	2.5000	 	 	 	03/26/09	 	 	 	99,000.00	 
	07000079406
	 	 	3.0500	 	 	 	05/04/09	 	 	 	100,000.00	 
	07000079409
	 	 	1.7400	 	 	 	10/20/09	 	 	 	249,000.00	 
	07000079410
	 	 	1.2000	 	 	 	10/23/09	 	 	 	249,000.00	 
	07000080816
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000080817
	 	 	2.7500	 	 	 	03/16/09	 	 	 	99,000.00	 
	07000080818
	 	 	2.5000	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000080820
	 	 	3.0000	 	 	 	04/01/09	 	 	 	99,000.00	 
	07000080821
	 	 	2.5000	 	 	 	04/08/09	 	 	 	99,000.00	 
	07000080822
	 	 	1.8500	 	 	 	04/16/09	 	 	 	0.00	 
	07000080823
	 	 	3.0500	 	 	 	05/07/09	 	 	 	99,000.00	 
	07000080824
	 	 	1.9000	 	 	 	05/13/09	 	 	 	150,000.00	 
	07000080828
	 	 	1.2000	 	 	 	10/28/09	 	 	 	245,000.00	 
	07000082403
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000082404
	 	 	2.5000	 	 	 	03/16/09	 	 	 	99,000.00	 
	07000082405
	 	 	2.5000	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000082406
	 	 	2.5000	 	 	 	03/16/09	 	 	 	99,000.00	 
	07000082407
	 	 	2.7500	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000082408
	 	 	2.7500	 	 	 	03/25/09	 	 	 	99,000.00	 
	07000082410
	 	 	2.8000	 	 	 	05/06/09	 	 	 	99,000.00	 
	07000082411
	 	 	1.9000	 	 	 	05/15/09	 	 	 	99,000.00	 
	07000082412
	 	 	1.2000	 	 	 	10/13/09	 	 	 	99,000.00	 
	07000082413
	 	 	1.7400	 	 	 	10/20/09	 	 	 	249,000.00	 
	07000082414
	 	 	1.9600	 	 	 	10/21/09	 	 	 	99,000.00	 
	07000083207
	 	 	2.7500	 	 	 	03/16/09	 	 	 	99,000.00	 
	07000083209
	 	 	2.5000	 	 	 	03/18/09	 	 	 	99,000.00	 
	07000083210
	 	 	2.5000	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000083211
	 	 	3.0500	 	 	 	05/01/09	 	 	 	99,000.00	 
	07000084004
	 	 	2.5000	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000084005
	 	 	2.5000	 	 	 	03/18/09	 	 	 	99,000.00	 
	07000084006
	 	 	2.5000	 	 	 	04/02/09	 	 	 	99,000.00	 
	07000084007
	 	 	2.8000	 	 	 	04/13/09	 	 	 	99,000.00	 
	07000084008
	 	 	2.8000	 	 	 	04/29/09	 	 	 	99,000.00	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 





62









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	ACCOUNT NUMBER	 	INTEREST RATE	 	OPEN DATE	 	BALANCE
	07000084009
	 	 	1.8000	 	 	 	04/30/09	 	 	 	99,000.00	 
	07000084010
	 	 	3.0500	 	 	 	05/26/09	 	 	 	150,000.00	 
	07000084012
	 	 	1.7300	 	 	 	10/27/09	 	 	 	99,000.00	 
	07000084041
	 	 	2.7200	 	 	 	03/30/09	 	 	 	99,000.00	 
	07000085915
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000085916
	 	 	2.7500	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000085917
	 	 	2.5000	 	 	 	03/13/09	 	 	 	99,000.00	 
	07000085918
	 	 	2.7200	 	 	 	03/31/09	 	 	 	99,000.00	 
	07000085919
	 	 	1.6000	 	 	 	04/13/09	 	 	 	225,000.00	 
	07000085922
	 	 	2.5000	 	 	 	04/15/09	 	 	 	99,000.00	 
	07000085923
	 	 	2.8000	 	 	 	04/30/09	 	 	 	99,000.00	 
	07000085924
	 	 	2.8000	 	 	 	05/07/09	 	 	 	99,000.00	 
	07000085926
	 	 	2.0000	 	 	 	05/26/09	 	 	 	99,000.00	 
	07000085930
	 	 	1.5900	 	 	 	10/19/09	 	 	 	99,000.00	 
	07000085931
	 	 	1.4400	 	 	 	10/20/09	 	 	 	99,000.00	 
	07000085932
	 	 	1.2000	 	 	 	10/22/09	 	 	 	99,000.00	 
	07000085933
	 	 	1.2000	 	 	 	10/22/09	 	 	 	99,000.00	 
	07000086711
	 	 	2.7500	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000086712
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000086716
	 	 	2.8000	 	 	 	04/10/09	 	 	 	100,000.00	 
	07000086719
	 	 	2.8000	 	 	 	05/11/09	 	 	 	99,000.00	 
	07000086721
	 	 	1.5900	 	 	 	10/21/09	 	 	 	99,000.00	 
	07000087507
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000088312
	 	 	3.0500	 	 	 	04/14/09	 	 	 	99,000.00	 
	07000088313
	 	 	3.0500	 	 	 	04/10/09	 	 	 	99,000.00	 
	07000088314
	 	 	1.4500	 	 	 	04/14/09	 	 	 	245,000.00	 
	07000088316
	 	 	3.0500	 	 	 	04/30/09	 	 	 	99,000.00	 
	07000088319
	 	 	1.4500	 	 	 	10/19/09	 	 	 	249,000.00	 
	07000088320
	 	 	1.2000	 	 	 	10/20/09	 	 	 	99,000.00	 
	07000089104
	 	 	2.0000	 	 	 	05/22/09	 	 	 	99,000.00	 
	07000089183
	 	 	2.7500	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000090513
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000090514
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000090515
	 	 	2.5000	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000090516
	 	 	2.5000	 	 	 	03/23/09	 	 	 	99,000.00	 
	07000090517
	 	 	2.7500	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000090518
	 	 	2.5000	 	 	 	03/31/09	 	 	 	99,000.00	 
	07000090523
	 	 	3.0500	 	 	 	05/12/09	 	 	 	99,000.00	 
	07000090524
	 	 	2.8000	 	 	 	05/19/09	 	 	 	99,000.00	 
	07000090525
	 	 	2.0000	 	 	 	05/22/09	 	 	 	51,000.00	 
	07000090527
	 	 	1.4500	 	 	 	10/09/09	 	 	 	99,000.00	 
	07000090528
	 	 	1.6000	 	 	 	10/14/09	 	 	 	99,000.00	 
	07000090529
	 	 	1.4500	 	 	 	10/09/09	 	 	 	99,000.00	 
	07000090530
	 	 	1.9700	 	 	 	10/16/09	 	 	 	249,000.00	 
	07000090531
	 	 	1.9600	 	 	 	10/23/09	 	 	 	99,000.00	 
	07000091304
	 	 	2.7500	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000091306
	 	 	2.8000	 	 	 	04/22/09	 	 	 	99,000.00	 
	07000091335
	 	 	2.7500	 	 	 	03/24/09	 	 	 	99,000.00	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 





63









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	ACCOUNT NUMBER	 	INTEREST RATE	 	OPEN DATE	 	BALANCE
	07000092105
	 	 	2.7500	 	 	 	03/24/09	 	 	 	98,000.00	 
	07000092106
	 	 	3.0500	 	 	 	04/07/09	 	 	 	99,000.00	 
	07000094819
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000094820
	 	 	2.5000	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000094821
	 	 	2.7500	 	 	 	03/12/09	 	 	 	99,000.00	 
	07000094822
	 	 	2.7500	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000094823
	 	 	2.5000	 	 	 	03/18/09	 	 	 	99,000.00	 
	07000094824
	 	 	2.7500	 	 	 	03/19/09	 	 	 	99,000.00	 
	07000094825
	 	 	2.5000	 	 	 	03/23/09	 	 	 	100,000.00	 
	07000094826
	 	 	2.7200	 	 	 	03/30/09	 	 	 	99,000.00	 
	07000094827
	 	 	3.0000	 	 	 	04/01/09	 	 	 	99,000.00	 
	07000094828
	 	 	2.7600	 	 	 	04/02/09	 	 	 	99,000.00	 
	07000094829
	 	 	2.5000	 	 	 	04/07/09	 	 	 	90,000.00	 
	07000094830
	 	 	3.5000	 	 	 	04/08/09	 	 	 	99,000.00	 
	07000094832
	 	 	1.6000	 	 	 	04/13/09	 	 	 	225,000.00	 
	07000094835
	 	 	3.0500	 	 	 	04/17/09	 	 	 	99,000.00	 
	07000094836
	 	 	2.8000	 	 	 	04/22/09	 	 	 	99,000.00	 
	07000094837
	 	 	2.8000	 	 	 	05/26/09	 	 	 	99,000.00	 
	07000094839
	 	 	1.2000	 	 	 	10/29/09	 	 	 	248,000.00	 
	07000095605
	 	 	2.8000	 	 	 	04/09/09	 	 	 	99,000.00	 
	07000095606
	 	 	3.4700	 	 	 	04/06/09	 	 	 	99,000.00	 
	07000095608
	 	 	1.6000	 	 	 	10/09/09	 	 	 	99,000.00	 
	07000096405
	 	 	2.7500	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000096406
	 	 	2.7500	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000096407
	 	 	2.7500	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000097206
	 	 	2.5000	 	 	 	03/13/09	 	 	 	98,000.00	 
	07000097207
	 	 	3.4700	 	 	 	04/13/09	 	 	 	99,000.00	 
	07000097208
	 	 	2.5000	 	 	 	04/17/09	 	 	 	99,000.00	 
	07000097209
	 	 	3.0500	 	 	 	04/22/09	 	 	 	99,000.00	 
	07000097210
	 	 	2.0000	 	 	 	05/26/09	 	 	 	99,000.00	 
	07000097262
	 	 	1.5900	 	 	 	10/21/09	 	 	 	99,000.00	 
	07000098004
	 	 	2.7500	 	 	 	03/19/09	 	 	 	99,000.00	 
	07000098005
	 	 	2.7500	 	 	 	03/26/09	 	 	 	99,000.00	 
	07000098006
	 	 	2.1000	 	 	 	04/09/09	 	 	 	99,000.00	 
	07000098007
	 	 	1.6000	 	 	 	04/13/09	 	 	 	225,000.00	 
	07000098008
	 	 	2.8000	 	 	 	04/16/09	 	 	 	99,000.00	 
	07000099916
	 	 	2.5000	 	 	 	03/16/09	 	 	 	99,000.00	 
	07000099917
	 	 	2.7500	 	 	 	03/17/09	 	 	 	99,000.00	 
	07000099918
	 	 	2.7500	 	 	 	03/23/09	 	 	 	99,000.00	 
	07000099919
	 	 	2.5000	 	 	 	03/24/09	 	 	 	99,000.00	 
	07000099922
	 	 	2.7500	 	 	 	04/03/09	 	 	 	99,000.00	 
	07000099923
	 	 	2.7200	 	 	 	04/01/09	 	 	 	95,000.00	 
	07000099924
	 	 	3.0000	 	 	 	04/01/09	 	 	 	99,000.00	 
	07000099925
	 	 	2.5000	 	 	 	04/07/09	 	 	 	99,000.00	 
	07000099927
	 	 	2.8000	 	 	 	04/14/09	 	 	 	99,000.00	 
	07000099928
	 	 	1.6000	 	 	 	04/13/09	 	 	 	225,000.00	 
	07000099929
	 	 	2.8000	 	 	 	04/14/09	 	 	 	99,000.00	 
	07000099931
	 	 	1.2000	 	 	 	10/15/09	 	 	 	99,000.00	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 





64









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	ACCOUNT NUMBER	 	INTEREST RATE	 	OPEN DATE	 	BALANCE
	07000099932
	 	 	1.2000	 	 	 	10/22/09	 	 	 	50,000.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	75,306,110.76	 






			
	 	 	 
	Module 1 — Whole Bank w/ Loss Share — P&A
	 	PREMIER AMERICAN BANK
	Version 1.12
	 	MIAMI, FLORIDA
	November 17, 2009	 	 






65











 





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 

Version 1.12
	 	PREMIER AMERICAN BANK

MIAMI, FLORIDA
	November 17, 2009	 	 






66









 






	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 

Version 1.12
	 	PREMIER AMERICAN BANK

MIAMI, FLORIDA
	November 17, 2009	 	 






67









 





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 

Version 1.12
	 	PREMIER AMERICAN BANK

MIAMI, FLORIDA
	November 17, 2009	 	 






68









 






[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 Bank 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 Bank 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 Bank 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





			
	 	 	 
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	 	 	 	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 Bank as of Bank Closing. If quotes from securities dealers cannot
be obtained, an appraiser acceptable to the Receiver and the Assuming Bank will
perform a valuation based on modeling, correlation analysis, interpolation or
other techniques, as appropriate.]





			
	 	 	 
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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 Bank pursuant to this Arrangement (such being designated as “Pool
Assets”), during the term of this Arrangement, the Assuming Bank 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, 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, all payments received on Pool Assets managed by the Assuming Bank 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.




			
	 	 	 
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Notwithstanding anything to the contrary in this Section, the Assuming Bank shall not be required
to initiate litigation or other collection proceedings against any obligor or any collateral with
respect to any defaulted Loan. The Assuming Bank 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 Bank 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 an initial period of
ninety (90) days after Bank Closing. At the option of the Receiver, exercisable by notice given not
later than ten (10) days prior to the end of such initial period or a renewal period, the Assuming
Bank shall continue to provide such services for such renewal period(s) as designated by the
Receiver, up to the Settlement Date.



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



     (e) At the expiration of this Agreement or upon the termination of the Assuming Bank’s
responsibility with respect to any Pool Asset pursuant to paragraph (d) hereof, the Assuming Bank
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 Bank 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 Bank involved in
the management of, or otherwise familiar with, the Pool Assets.



			
	 	 	 
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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 Bank
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 Bank 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 Bank.




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




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




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




          “Cumulative Servicing Amount” means the sum of the Period Servicing Amounts for every
consecutive twelve-month period prior to and ending on the True-Up Measurement Date in respect of
each of the Shared-Loss Agreements during which the loss-sharing provisions of the applicable
Shared-Loss Agreement is in effect.




          “Cumulative Shared-Loss Amount” means the excess, if any, of the Cumulative Loss
Amount over the First Loss Tranche.




          “Cumulative Shared-Loss Payments” means (i) the aggregate of all of the payments made
or payable to the Assuming Bank under the Shared-Loss Agreements minus (ii) the aggregate of all of
the payments made or payable to the Receiver under the Shared-Loss Agreements.




          “Customary Servicing Procedures” means procedures (including collection procedures)
that the Assuming Bank (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 Valuation” 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 Bank’s Chartering Authority at the time such action is
taken, as such criteria may be amended from time to time.




          “Home Equity Loans” means loans or funded portions of lines of credit secured by
mortgages on one-to four-family residences or stock of cooperative housing associations, where the
Failed Bank did not have a first lien on the same property as collateral.




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




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




          “Foreclosure Loss” means the loss realized when the Assuming Bank 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 Exhibit 2a or Exhibit 2a(1).




			
	 	 	 
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          “Investor-Owned Residential Loans” means Loans, excluding advances made pursuant to
Home Equity Loans, that are secured by mortgages on one- to four family residences or stock of
cooperative housing associations that are not owner-occupied. These loans can be treated as
Restructured Loans on a commercially reasonable basis and can be a restructured under terms
separate from the Exhibit 5 standards. Please refer to Exhibit 2b for guidance in Calculation of
Loss for Restructured Loans.




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




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




          “Modification Default Loss” means the loss calculated in Exhibits 2a(1) and 2c(1) for
single family loans modified under this part of the agreement that default and result in a
foreclosure or short sale.




          “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.




          “Monthly Loss Amount” means the sum of all Foreclosure Losses, Restructuring Losses,
Short Sale Losses, Portfolio Losses, Modification Default Losses and losses in connection with
Deficient Valuations realized by the Assuming Bank 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.




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




          “Period Servicing Amount” means, for any twelve month period with respect to each of
the Shared-Loss Agreements during which the loss-sharing provisions of the applicable Shared-Loss
Agreement are in effect, the product of (i) the simple average of the principal amount of
Shared-Loss Loans and Shared-Loss Assets (other than the Shared-Loss Securities) (in each case as
defined in the Shared-Loss Agreements), as the case may be, at the beginning of such period and at
the end of such period times (ii) one percent (1%).




          “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 IV or (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 Bank that (i) are applicable against a
Foreclosure Loss which has previously been paid to the Assuming Bank by the




			
	 	 	 
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Receiver or (ii) gains realized from a Section 4.1 sale of Single Family Shared-Loss Loans for
which the Assuming Bank has previously received a Restructuring Loss payment from the Receiver
(iii) 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.




          “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 Exhibit 2b, as applicable.




          “Restructured Loan” means a Single Family Shared-Loss Loan for which the Assuming Bank
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.




          “Shared Loss Payment Trigger” means when the sum of the Cumulative Loss Amount under
this Single Family Shared-Loss Agreement and the Shared-Loss Amount under the Commercial and Other
Assets Shared-Loss Agreement, exceeds the First Loss Tranche. If the First Loss Tranche is zero or
a negative number, the Shared Loss Payment Trigger shall be deemed to have been reached upon Bank
Closing.




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




          “Short-Sale Loss” means the loss resulting from the Assuming Bank’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 Exhibit 2c or Exhibit 2c(1).




          “Single Family Shared-Loss Loans” means the single family one-to-four residential
mortgage loans (whether owned by the Assuming Bank or any Subsidiary) identified on Schedule 4.15A
of the Purchase and Assumption Agreement.




          “Stated Threshold” means total losses under the shared loss agreements in the amount
of $94,000,000.00.




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




			
	 	 	 
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          “Then-Current Interest Rate” means the most recently published Freddie Mac survey rate
for 30-year fixed-rate loans.




          “Third Party Servicer” means any servicer appointed from time to time by the Assuming
Bank or any Affiliate of the Assuming Bank to service the Shared-Loss Loans on behalf of the
Assuming Bank, 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) Loss Mitigation and Consideration of Alternatives. For each Single Family
Shared-Loss Loan in default or for which a default is reasonably foreseeable, the Assuming Bank
shall undertake reasonable and customary loss mitigation efforts, in accordance with any of the
following programs selected by Assuming Bank 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 Bank 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 any such Single Family Shared-Loss Loan, the Assuming Bank
shall document its consideration of foreclosure, loan restructuring under such Modification
Guideline chosen, and short-sale (if short-sale is a viable option) alternatives and shall select
the alternative the Assuming Bank believes, based on its estimated calculations, will result in the
least Loss. Losses on Home Equity Loans shall be shared under the charge-off policies of the
Assuming Bank’s Examination Criteria as if they were Single Family Shared-Loss Loans with respect
to the calculation of the Stated Threshold. Assuming Bank shall retain its calculations of the
estimated loss under each alternative, such calculations to be provided to the Receiver upon
request. For the avoidance of doubt and notwithstanding anything herein to the contrary, (i) the
Assuming Bank is not required to modify or restructure any Single Family Shared-Loss Loan on more
than one occasion and (ii) the Assuming Bank is not required to consider any alternatives with
respect to any Shared-Loss Loan in the process of foreclosure as of the Bank Closing and shall be
entitled to continue such foreclosure measures and recover the Foreclosure Loss as provided herein,
and (iii) the Assuming Bank shall have a transition period of up to 90 days after Bank Closing to
implement the Modification Guidelines, during which time, the Assuming Bank 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 month in which the tenth anniversary
of the Commencement Date occurs, the Assuming Bank shall deliver to the Receiver a certificate,
signed by an officer of the Assuming Bank involved in, or responsible for, the administration and
servicing of the Single Family Shared-Loss Loans whose name appears on a list of servicing officers
furnished by the Assuming Bank to the Receiver, (a




			
	 	 	 
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“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 Single Family Shared-Loss Loan for which a Loss Amount
(calculated in accordance with the applicable Exhibit) is being
claimed, the related Loss Amount for each Single Family Shared-Loss
Loan, and the total Monthly Loss Amount for all Single Family
Shared-Loss Loans;
	 
	 	 	 	(ii) each Single Family Shared-Loss Loan for which a Recovery Amount
was received, the Recovery Amount for each Single Family Shared-Loss
Loan, and the total Recovery Amount for all Single Family Shared-Loss
Loans;
	 
	 	 	 	(iii) the total Monthly Loss Amount for all Single Family Shared-Loss
Loans minus the total monthly Recovery Amount for all Single Family
Shared-Loss Loans;
	 
	 	 	 	(iv) the Cumulative Shared-Loss Amount as of the beginning and end of
the month;
	 
	 	 	 	(v) the Monthly Shared Loss Amount;
	 
	 	 	 	(vi) the result obtained in (v) times 80%, or times 95% if the Stated
Threshold has been reached, which in either case is the amount to be
paid under Section 2.1(d) of this Single Family Shared-Loss Agreement
by the Receiver to the Assuming Bank if the amount is a positive
number, or by the Assuming Bank to the Receiver if the amount is a
negative number;
	 
	 	(ii)	 	(B) for each of the Single Family 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 Exhibit 2a, Exhibit 2b, or Exhibit 2c, as
applicable.
	 
	 	(iii)	 	(C) 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 Exhibit
2d.
	 
	 	(iv)	 	(D) 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 Recovery Month, Assuming Bank shall provide Receiver:




			
	 	 	 
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	 	(v)	 	(i) the servicing file in machine-readable
format including but not limited to the following fields for each
outstanding Single Family Shared-Loss Loan, as applicable:






	 	(A)	 	Loan number
	 
	 	(B)	 	FICO score
	 
	 	(C)	 	Origination date
	 
	 	(D)	 	Original principal amount
	 
	 	(E)	 	Maturity date
	 
	 	(F)	 	Paid-to date
	 
	 	(G)	 	Last payment date
	 
	 	(H)	 	Loan status (bankruptcy, in foreclosure,
etc.)
	 
	 	(I)	 	Delinquency counters
	 
	 	(J)	 	Current principal balance
	 
	 	(K)	 	Current escrow account balance
	 
	 	(L)	 	Current Appraisal/BPO value
	 
	 	(M)	 	Current Appraisal/BPO date
	 
	 	(N)	 	Interest rate
	 
	 	(O)	 	Monthly principal and interest payment
amount
	 
	 	(P)	 	Monthly escrow payment for taxes and
insurance
	 
	 	(Q)	 	Interest rate type (fixed or adjustable)
	 
	 	(R)	 	If adjustable: index, margin, next interest
rate reset date
	 
	 	(S)	 	Payment/Interest rate cap and/or floor
	 
	 	(T)	 	Underwriting type (Full doc, Alt Doc, No
Doc)
	 
	 	(U)	 	Lien type (1st, 2nd)
	 
	 	(V)	 	Amortization type (amortizing or I/O)
	 
	 	(W)	 	Property address, including city, state,
zip code
	 
	 	(X)	 	A code indicating whether the Mortgaged
Property is owner occupied
	 
	 	(Y)	 	Property type (single-family detached,
condominium, duplex, etc.)






	 	(vi)	 	(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 Bank 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 Bank shall, consistent with Customary Servicing
Procedures seek to produce any such missing information or improve any inaccurate information
previously provided to it.



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




          (i) Losses Under the Stated Threshold. After the Shared Loss Payment Trigger is
reached, not later than fifteen (15) days after the date on which the Receiver receives the Monthly
Certificate, the Receiver shall pay to the Assuming Bank, in immediately available funds, an amount
equal to eighty percent (80%) 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 Bank shall pay to the Receiver in immediately available funds eighty
percent (80%) of that amount.




          (ii) Losses in Excess of the Stated Threshold. In the event that the sum of the
Cumulative Loss Amount under this Single Family Shared-Loss Agreement and the Stated Loss Amount
under the Commercial Shared-Loss Agreement meets or exceeds the Stated Threshold, the loss/recovery
sharing percentages set forth herein shall change from 80/20 to 95/5 and thereafter the Receiver
shall pay to the Assuming Bank, in immediately available funds, an amount equal to ninety-five
percent (95%) of the Monthly Shared-Loss Amount reported on the Monthly Certificate. If the Monthly
Shared-Loss Amount reported on the Monthly Certificate is a negative number, the Assuming Bank
shall pay to the Receiver in immediately available funds ninety-five percent (95%) 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 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 requirements
of Section 2.1(a)) or Customary Servicing Procedures, should not have been effected by the Assuming
Bank; provided, however, (x) the Receiver must provide notice to the Assuming Bank detailing the
grounds for not making such payment, (y) the Receiver must provide the Assuming Bank 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, notwithstanding the foregoing, the Receiver shall make a payment as to all Losses (or
portion of Losses) that were effected which would have been payable as a Loss if the Assuming Bank
had properly effected such Loss. 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 Bank 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. 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, the Assuming
Bank shall pay to the Receiver fifty percent (50%) of the excess, if any, of (i) twenty percent
(20%) of the Stated Threshold less (ii) the sum of (A) twenty-five percent (25%) of the asset
premium (discount) plus (B) twenty-five percent (25%) of the Cumulative




			
	 	 	 
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Shared-Loss Payments plus (C) the Cumulative Servicing Amount. The Assuming Bank 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 Bank, setting forth in reasonable detail the calculation of the
Cumulative Shared-Loss Payments and the Cumulative Servicing Amount.




     2.2 Auditor Report; Right to Audit.



          (a) Within ninety (90) days after the end of each fiscal year during which the Receiver makes
any payment to the Assuming Bank under this Single Family Shared-Loss Agreement, the Assuming Bank
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 Single Family Shared-Loss Agreement
and that, in the course of their annual audit of the Assuming Bank’s books and records, nothing has
come to their attention suggesting that any computations required to be made by the Assuming Bank
during such year pursuant to this Article II were not made by the Assuming Bank in accordance
herewith. In the event that the Assuming Bank 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 Bank during such year pursuant to this Article II were not made by the Assuming Bank in
accordance herewith. In such event, the Assuming Bank 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 Single-Family Shared-Loss Agreement with the examination audit required
pursuant to 12 CFR Section 363.




          (b) The Receiver or the FDIC in its corporate capacity (“Corporation”) may perform an audit or
audits to determine the Assuming Bank’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 Bank shall provide access to pertinent records and proximate
working space in Assuming Bank’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 Bank’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 Bank 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 Bank detailing the grounds for withholding such payment. At such time as the



			
	 	 	 
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Assuming Bank 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 Bank the amount withheld which the Receiver
determines is eligible for payment, within fifteen (15) Business Days.




          2.4 Books and Records. The Assuming Bank 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




          2.5 Information. The Assuming Bank 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 Bank 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 Sale of Single Family Shared-Loss Loans. The Receiver shall be relieved of its
obligations with respect to a Single Family 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 of a Single Family Shared-Loss Loan by Assuming Bank to a person or entity that is not an
Affiliate; provided, however, that if the Receiver consents to the sale of any such Single Family
Shared-Loss Loan, any loss on such sale shall be a Portfolio Loss. The Assuming Bank shall provide
the Receiver with timely notice of any such sale. 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 Bank or the
transfer of any or all of the Single Family Shared-Loss Loan(s) to any Affiliate of Assuming Bank,
(ii) a merger by Assuming Bank with or into any other entity, or (iii) a sale by Assuming Bank of
all or substantially all of its assets.




ARTICLE III — RULES REGARDING THE ADMINISTRATION OF SINGLE FAMILY

SHARED-LOSS LOANS




     3.1 Agreement with Respect to Administration. The Assuming Bank shall (and shall
cause any of its Affiliates to which the Assuming Bank transfers any Single Family Shared-Loss
Loans to) manage, administer, and collect the Single Family Shared-Loss Loans while owned by the
Assuming Bank 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 Bank shall be responsible
to the Receiver in the performance of its duties hereunder and shall



			
	 	 	 
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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 Bank’s performance of its duties hereunder.




          3.2 Duties of the Assuming Bank. (a) In performance of its duties under this Article
III, the Assuming Bank shall:





(i) manage and administer each Single Family Shared-Loss Loan in accordance with Assuming
Bank’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 Single Family Shared-Loss Loans;




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




(iv) retain sufficient staff (in Assuming Bank’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 Bank 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 Bank 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 Bank with respect to any
Single Family Shared-Loss Loan including, without limitation, the execution of any contract
pursuant to which any Affiliate of the Assuming Bank will manage, administer or collect any of the
Single Family 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 Bank 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 Bank 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.




			
	 	 	 
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          (a) Assuming Bank shall use its best efforts to determine which loans are “Related Loans”, as
hereinafter defined. The Assuming Bank 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 Single Family Shared-Loss Loan to which such loan is
related. A “Related Loan” means any loan or extension of credit held by the Assuming Bank at any
time on or prior to the end of the Final Shared-Loss Month that is made to an Obligor of a Single
Family Shared-Loss Loan.




          (b) The Assuming Bank 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 Bank as of the end of each such semi-annual period.




     3.5 Legal Action; Utilization of Special Receivership Powers. The Assuming Bank 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 Bank derives as a result of having acquired an asset from the Receiver,
and the Assuming Bank 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 Bank and the Assuming Bank shall comply in all respects with such direction. Upon
request of the Receiver, the Assuming Bank will advise the Receiver as to the status of any such
legal action. The Assuming Bank 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 Bank 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 more
Third Party Servicers, who may take actions and make expenditures as if any such Third Party
Servicer was the Assuming Bank hereunder (and, for the avoidance of doubt, such expenses incurred
by any such Third Party Servicer on behalf of the Assuming Bank shall be included in calculating
Losses to the extent such expenses would be included in such calculation if the expenses were
incurred by Assuming Bank); provided, however, that the use thereof by the Assuming Bank shall not
release the Assuming Bank of any obligation or liability hereunder.



ARTICLE IV — PORTFOLIO SALE




     4.1 Assuming Bank Portfolio Sales of Remaining Single Family Shared-Loss Loans. The
Assuming Bank shall have the right with the concurrence of the Receiver to liquidate for cash
consideration, from time to time in one or more transactions, all or a portion of Single Family
Shared-Loss Loans held by the Assuming Bank at any time prior to the Termination Date (“Portfolio
Sales”). If the Assuming Bank exercises its option under this Section 4.1, it must give thirty (30)
days notice in writing to the Receiver setting forth the details and schedule for the Portfolio
Sale which shall be conducted by means of sealed bid sales to third parties, not including any of
the Assuming Bank’s affiliates, contractors, or any affiliates of the Assuming Bank’s contractors.
Sales of Restructured Loans shall be sold in a separate pool from Single Family Shared-Loss Loans
not restructured. The Receiver’s review of the Assuming Bank’s proposed Portfolio Sale will be
considered in a timely fashion and approval will not be unreasonably withheld, delayed or
conditioned.



			
	 	 	 
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     4.2 Assuming Bank’s Liquidation of Remaining Single Family Shared-Loss
Loans. In the event that the Assuming Bank 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 Bank to liquidate for cash consideration, any Single Family Shared-Loss Loans
held by the Assuming Bank 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 Bank, setting forth the time period within which the Assuming Bank shall be
required to liquidate the Single Family Shared-Loss Loans. The Assuming Bank will comply with the
Receiver’s notice and must liquidate the Single Family Shared-Loss Loans as soon as reasonably
practicable by means of sealed bid sales to third parties, not including any of the Assuming Bank’s
affiliates, contractors, or any affiliates of the Assuming Bank’s contractors. The selection of any
financial advisor or other third party broker or sales agent retained for the liquidation of the
remaining Single Family 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 Single Family 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 Bank less the unpaid principal balance of the
remaining Single Family 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 Bank 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 Bank
from the date the Loan was restructured to the date of sale. (See Exhibit 2d for example
calculation).



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 PREMIER AMERICAN BANK

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 PREMIER AMERICAN BANK 

Room E7056

3501 Fairfax Drive, Arlington, VA 2226

Attn: Special Issues Unit






			
	 	 	 
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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 1601 Bryan St.

Dallas, Texas 75201

Attention: Regional Counsel







If to Assuming Bank, to:

Daniel M. Healy

Premier American Bank, National Association

5301 Blue Lagoon Drive, Suite 200

Miami, Florida 33126

(917) 975-0205

Dhealy@bondstreetholdings.com




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. All terms and provisions of this
Single Family Shared-Loss Agreement shall be binding upon and shall inure to the benefit of the
parties hereto only; provided, however, that, Receiver may assign or otherwise
transfer this Single Family Shared-Loss Agreement (in whole or in part) to the Federal Deposit
Insurance Corporation in its corporate capacity without the consent of Assuming Bank.
Notwithstanding anything to the contrary contained in this Single Family Shared-Loss Agreement,
except as is expressly permitted in this Section 6.2, Assuming Bank may not assign or otherwise
transfer this Single Family Shared-Loss Agreement (in whole or in part) without the prior written
consent of the Receiver, which consent may be granted or withheld by the Receiver in its sole
discretion, and any attempted assignment or transfer in violation of this provision shall be void
ab initio. For the avoidance of doubt, a merger or consolidation of the Assuming Bank with and into
another financial institution, the sale of all or substantially all of the assets of the Assuming
Bank to another financial institution constitutes the transfer of this Single Family Shared-Loss
Agreement which requires the consent of the Receiver; and for a period of thirty-six (36) months
after Bank Closing, a merger or consolidation shall also include the sale by any individual
shareholder, or shareholders acting in concert, of more than 9% of the outstanding shares of the
Assuming Bank, or of its holding company, or of any subsidiary holding Shared-Loss Assets, or the
sale of shares



			
	 	 	 
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by the Assuming Bank or its holding company or any subsidiary holding Shared-Loss Assets, in a
public or private offering, that increases the number of shares outstanding by more than 9%,
constitutes the transfer of this Single Family Shared-Loss Agreement which requires the consent of
the Receiver. However, no Loss shall be recognized as a result of any accounting adjustments that
are made due to any such merger, consolidation or sale consented to by the FDIC. The FDIC’s consent
shall not be required if the aggregate outstanding principal balance of Shared-Loss Assets is less
than twenty percent (20%) of the initial aggregate balance of Shared-Loss Assets.




     6.3 Governing Law. This Single Family Shared-Loss Agreement shall be construed in
accordance with federal law, or, if there is no applicable federal law, the laws of the State of
New York, without regard to any rule of conflict of law that would result in the application of the
substantive law of any jurisdiction other than the State of New York.



     6.4 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.



     6.5 Captions. All captions and headings contained in this Single Family Shared-Loss
Agreement are for convenience of reference only and do not form a part of, and shall not affect the
meaning or interpretation of, this Single Family Shared-Loss Agreement.



     6.6 Entire Agreement; Amendments. This Single Family Shared-Loss Agreement, along with
the Commercial Shared-Loss Agreement and the Purchase and Assumption Agreement, including the
Exhibits and any other documents delivered pursuant hereto or thereto, embody the entire agreement
of the parties with respect to the subject matter hereof, and supersede all prior representations,
warranties, offers, acceptances, agreements and understandings, written or oral, relating to the
subject matter herein. This Single Family Shared-Loss Agreement may be amended or modified or any
provision thereof waived only by a written instrument signed by both parties or their respective
duly authorized agents.



     6.7 Severability. Whenever possible, each provision of this Single Family Shared-Loss
Agreement shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Single Family Shared-Loss Agreement is held to be prohibited by or
invalid, illegal or unenforceable under applicable law, such provision shall be construed and
enforced as if it had been more narrowly drawn so as not to be prohibited, invalid, illegal or
unenforceable, and the validity, legality and enforceability of the remainder of such provision and
the remaining provisions of this Single Family Shared-Loss Agreement shall not in any way be
affected or impaired thereby.



     6.8 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,



			
	 	 	 
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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.




     6.9 Counterparts. This Single Family Shared-Loss Agreement may be executed separately
by Receiver and Assuming Bank in any number of counterparts, each of which when executed and
delivered shall be an original, but such counterparts shall together constitute one and the same
instrument.



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



     6.11 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 VII

DISPUTE RESOLUTION




     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 Bank 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 Bank resolve all such items to their mutual
satisfaction by the Resolution Deadline Date, then within thirty (30) days following such
resolution, any payment arising out such resolution shall be made arising from the settlement of
the SF Shared-Loss Dispute.



     (b) If the Receiver and the Assuming Bank 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 notify the other of its intent to submit 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 be deemed an acceptance of such SF Shared-Loss Dispute not submitted to
arbitration, as well as a waiver of the submitting party’s right to dispute such non-



			
	 	 	 
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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;




(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.



			
	 	 	 
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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 Bank 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 Bank with respect to each SF Shared-Loss Dispute
Item, or (ii) the position and relief submitted by the Receiver with respect to each SFShared-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).



Exhibit 1




Monthly Certificate



SEE FOLLOWING PAGE



			
	 	 	 
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PART 1 — CURRENT MONTH NET LOSS




MONTH ENDED: [input report month]




Losses




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Loss	 	 	 	 	 	 
	Loan No.	 	Loss Type	 	Amount	 	 	 	 	 	 
	TOTAL

	 	 	 	XX
	 	A	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





Recoveries




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Recovery	 	Loss	 	Loss	 	 	 	 
	Loan No.	 	 	 	Amount	 	Amount	 	Month	 	 	 	 
	TOTAL

	 	 	 	XX
	 	B	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Net Losses

	 	 	 	XX
	 	C = A - B	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	(Recoveries)

	 	 	 	 
	 	 	 	 	 	 	 	 





PART 2 — FIRST LOSS TEST




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Col D – Col.	 	 
	 	 	 	 	Col. D	 	Col. E	 	E	 	 
	 	 	 	 	Cumulative	 	 	 	Cumulative	 	 
	 	 	 	 	Loss	 	First Loss	 	Shared-Loss	 	 
	 	 	 	 	Amount	 	Tranche	 	Amount	 	 
	Balance, beginning of month

	 	 	 	XX
	 	XX
	 	XX
	 	F
	Current month Net Losses (from Part 1)

	 	 	 	XX	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Balance, end of month

	 	 	 	XX
	 	XX
	 	XX
	 	G
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Shared Loss Amount

	 	 	 	 	 	 	 	XX
	 	G — F
	Times Loss Share percentage

	 	 	 	 	 	 	 	80	%	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Amount due from (to) FDIC as Receiver

	 	 	 	 	 	 	 	XX
	 	 
	 

	 	 	 	 	 	 	 	 	 	 





			
	 	 	 
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Pursuant to Section 2.1 of
the Single Family
Shared-Loss Agreement, the
undersigned hereby certifies
the information on this
Certificate is true,
complete and correct.




	 	 	 

	OFFICER SIGNATURE
	 	 
	 
	 	 
	OFFICER NAME:

	 	TITLE






			
	 	 	 
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	 	PREMIER AMERICAN BANK

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	November 17, 2009	 	 






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Exhibit 2a



This exhibit contains three versions of the loss share calculation for foreclosure, plus
explanatory notes.




Exhibit 2a(1)

CALCULATION OF FORECLOSURE LOSS

Foreclosure Occurred Prior to Loss Share Agreement




	 	 	 	 	 	 	 

	1
	 	Shared-Loss Month	 	 	May-09	 
	2
	 	Loan no:	 	 	364574	 
	3
	 	REO #	 	 	621	 
	 
	 	 	 	 	 	 
	4
	 	Foreclosure date	 	 	12/18/08	 
	5
	 	Liquidation date	 	 	4/12/09	 
	6
	 	Note Interest rate	 	 	8.100	%
	7
	 	Most recent BPO	 	 	228,000	 
	7
	 	Most recent BPO date	 	 	1/21/09	 
	 
	 	 	 	 	 	 
	 
	 	Foreclosure Loss calculation	 	 	 	 
	9
	 	Book value at date of Loss Share agreement	 	 	244,900	 
	 
	 	 	 	 	 	 
	10
	 	Accrued interest, limited to 90 days or days from failure to sale, whichever is less	 	 	3,306	 
	11
	 	Costs incurred after Loss Share agreement in place:	 	 	 	 
	12
	 	Attorney’s fees	 	 	0	 
	13
	 	Foreclosure costs, including title search, filing fees, advertising, etc.	 	 	0	 
	14
	 	Property protection costs, maint. and repairs	 	 	6,500	 
	15
	 	Tax and insurance advances	 	 	0	 
	 
	 	Other Advances	 	 	 	 
	16
	 	Appraisal/Broker’s Price Opinion fees	 	 	0	 
	17
	 	Inspections	 	 	0	 
	18
	 	Other	 	 	0	 
	 
	 	 	 	 	 	 
	19
	 	Gross balance recoverable by Purchaser	 	 	254,706	 
	 
	 	 	 	 	 	 
	 
	 	Cash Recoveries:	 	 	 	 
	20
	 	Net liquidation proceeds (from HUD-1 settl stmt)	 	 	219,400	 
	21
	 	Hazard Insurance proceeds	 	 	0	 
	22
	 	Mortgage Insurance proceeds	 	 	0	 
	23
	 	T & I escrow account balances, if positive	 	 	0	 
	24
	 	Other credits, if any (itemize)	 	 	0	 
	25
	 	Total Cash Recovery	 	 	219,400	 
	 
	 	 	 	 	 	 
	26
	 	Loss Amount	 	 	35,306	 






			
	 	 	 
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	 	PREMIER AMERICAN BANK

MIAMI, FLORIDA
	November 17, 2009	 	 






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Exhibit 2a(2)

CALCULATION OF FORECLOSURE LOSS

No Preceeding Loan Mod under Loss Share




	 	 	 	 	 	 	 

	1
	 	Shared-Loss Month	 	 	May-09	 
	2
	 	Loan no:	 	 	292334	 
	3
	 	REO #	 	 	477	 
	 
	 	 	 	 	 	 
	4
	 	Interest paid-to-date	 	 	4/30/08	 
	5
	 	Foreclosure date	 	 	1/15/09	 
	6
	 	Liquidation date	 	 	4/12/09	 
	7
	 	Note Interest rate	 	 	8.000	%
	8
	 	Owner occupied?	 	 	Yes	 
	9
	 	If owner-occupied:	 	 	 	 
	10
	 	Borrower current gross annual income	 	 	42,000	 
	11
	 	Estimated NPV of loan mod	 	 	195,000	 
	12
	 	Most recent BPO	 	 	235,000	 
	13
	 	Most recent BPO date	 	 	1/21/09	 
	 
	 	 	 	 	 	 
	 
	 	Foreclosure Loss calculation	 	 	 	 
	16
	 	Loan Principal balance after last paid installment	 	 	300,000	 
	 
	 	 	 	 	 	 
	17
	 	Accrued interest, limited to 90 days	 	 	6,000	 
	18
	 	Attorney’s fees	 	 	0	 
	 
	 	 	 	 	 	 
	19
	 	Foreclosure costs, including title search, filing fees, advertising, etc.	 	 	4,000	 
	20
	 	Property protection costs, maint. and repairs	 	 	5,500	 
	21
	 	Tax and insurance advances	 	 	1,500	 
	 
	 	Other Advances	 	 	 	 
	22
	 	Appraisal/Broker’s Price Opinion fees	 	 	0	 
	23
	 	Inspections	 	 	50	 
	24
	 	Other	 	 	0	 
	 
	 	 	 	 	 	 
	25
	 	Gross balance recoverable by Purchaser	 	 	317,050	 
	 
	 	 	 	 	 	 
	 
	 	Cash Recoveries:	 	 	 	 
	26
	 	Net liquidation proceeds (from HUD-1 settl stmt)	 	 	205,000	 
	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	 
	31
	 	Total Cash Recovery	 	 	205,000	 
	 
	 	 	 	 	 	 
	32
	 	Loss Amount	 	 	112,050	 






			
	 	 	 
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Version 1.12
	 	PREMIER AMERICAN BANK

MIAMI, FLORIDA
	November 17, 2009	 	 






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Exhibit 2a(3)




CALCULATION OF FORECLOSURE LOSS

Foreclosure after a Covered Loan Mod



	 	 	 	 	 	 	 

	1
	 	Shared-Loss Month	 	 	May-09	 
	2
	 	Loan no:	 	 	138554	 
	3
	 	REO #	 	 	843	 
	 
	 	 	 	 	 	 
	4
	 	Loan mod date	 	 	1/17/08	 
	5
	 	Interest paid-to-date	 	 	4/30/08	 
	6
	 	Foreclosure date	 	 	1/15/09	 
	7
	 	Liquidation date	 	 	4/12/09	 
	8
	 	Note Interest rate	 	 	4.000	%
	9
	 	Most recent BPO	 	 	210,000	 
	10
	 	Most recent BPO date	 	 	1/20/09	 
	 
	 	 	 	 	 	 
	 
	 	Foreclosure Loss calculation	 	 	 	 
	11
	 	NPV of projected cash flows at loan mod	 	 	285,000	 
	12
	 	Less: Principal payments between loan mod and deliquency	 	 	2,500	 
	13
	 	Plus:	 	 	 	 
	14
	 	Attorney’s fees	 	 	0	 
	15
	 	Foreclosure costs, including title search, filing fees, advertising, etc.	 	 	4,000	 
	16
	 	Property protection costs, maint. and repairs	 	 	7,000	 
	17
	 	Tax and insurance advances	 	 	2,000	 
	18
	 	Other Advances	 	 	 	 
	19
	 	Appraisal/Broker’s Price Opinion fees	 	 	0	 
	20
	 	Inspections	 	 	0	 
	21
	 	Other	 	 	0	 
	 
	 	 	 	 	 	 
	22
	 	Gross balance recoverable by Purchaser	 	 	295,500	 
	 
	 	 	 	 	 	 
	 
	 	Cash Recoveries:	 	 	 	 
	23
	 	Net liquidation proceeds (from HUD-1 settl stmt)	 	 	201,000	 
	24
	 	Hazard Insurance proceeds	 	 	0	 
	25
	 	Mortgage Insurance proceeds	 	 	0	 
	26
	 	T & I escrow account balances, if positive	 	 	0	 
	27
	 	Other credits, if any (itemize)	 	 	0	 
	28
	 	Total Cash Recovery	 	 	201,000	 
	 
	 	 	 	 	 	 
	29
	 	Loss Amount	 	 	94,500	 






			
	 	 	 
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Version 1.12
	 	PREMIER AMERICAN BANK

MIAMI, FLORIDA
	November 17, 2009	 	 






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Notes to Exhibit 2a (foreclosure)





	1.	 	The data shown are for illustrative purpose. The figures will vary for actual restructurings.
	 
	2.	 	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 2a(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 2a(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 2a(3). This version uses the Net Present Value (NPV) of
the modified loan as the starting point for the covered loss.






	3.	 	For Exhibit 2a(1), the gross balance recoverable by the purchaser is calculated as the sum of
lines 9 — 18; it is shown in line 19. For Exhibit 2a(2), the gross balance recoverable by the
purchaser is calculated as the sum of lines 16 — 24; it is shown in line 25. For Exhibit
2a(3), the gross balance recoverable by the purchaser is calculated as line 11 minus line 12
plus lines 13 — 21; it is shown in line 22.
	 
	4.	 	For Exhibit 2a(1), the total cash recovery is calculated as the sum of lines 20 — 24; it is
shown in line 25. For Exhibit 2a(2), the total cash recovery is calculated as the sum of lines
26 — 30; it is shown in line 31. For Exhibit 2a(3), the total cash recovery is calculated as
the sum of lines 23 — 27; it is shown in line 28.
	 
	5.	 	Reasonable and customary third party attorney’s fees and expenses incurred by or on behalf of
Assuming Bank in connection with any enforcement procedures, or otherwise with respect to such
loan, are reported under Attorney’s fees.
	 
	6.	 	Assuming Bank’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.
	 
	7.	 	Do not include late fees, prepayment penalties, or any similar lender fees or charges by the
Failed Bank or Assuming Bank to the loan account, any allocation of Assuming Bank’s servicing
costs, or any allocations of Assuming Bank’s general and administrative (G&A) or other
operating costs.
	 
	8.	 	If Exhibit 2a(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 

Version 1.12
	 	PREMIER AMERICAN BANK

MIAMI, FLORIDA
	November 17, 2009	 	 






96









 






Exhibit 2b



This exhibit contains the loss share calculation for restructuring (loan mod), plus explanatory
notes.




Exhibit 2b

CALCULATION OF RESTRUCTURING LOSS




	 	 	 	 	 	 	 

	1
	 	Shared-Loss Month	 	 	May-09	 
	2
	 	Loan no:	 	 	123456	 
	 
	 	 	 	 	 	 
	 
	 	Loan before Restructuring	 	 	 	 
	3
	 	Original loan amount	 	 	500,000	 
	4
	 	Current unpaid principal balance	 	 	450,000	 
	5
	 	Remaining term	 	 	298	 
	6
	 	Interest rate	 	 	7.500	%
	7
	 	Interest Paid-To-Date	 	 	2/29/08	 
	7
	 	Monthly payment - P&I	 	 	3,333	 
	9
	 	Monthly payment - T&I	 	 	1,000	 
	10
	 	Total monthly payment	 	 	4,333	 
	11
	 	Loan type (fixed-rate, ARM, I/O, Option ARM, etc.)	 	 	Option ARM	 
	12
	 	Borrower current annual income	 	 	82,000	 
	 
	 	 	 	 	 	 
	 
	 	Terms of
Modified/Restructured Loan	 	 	 	 
	13
	 	Closing date on modified/restructured loan	 	 	4/19/09	 
	14
	 	New Principal balance	 	 	461,438	 
	15
	 	Remaining term	 	 	313	 
	16
	 	Interest rate	 	 	3.500	%
	17
	 	Monthly payment - P&I	 	 	1,346	 
	18
	 	Monthly payment - T&I	 	 	800	 
	19
	 	Total monthly payment	 	 	2,146	 
	20
	 	Loan type (fixed-rate, ARM, I/O, Option ARM, etc.)	 	 	10 Hybrid	 
	21
	 	Lien type (1st, 2nd)	 	 	1st	 
	 
	 	If adjustable:	 	 	 	 
	22
	 	Initial interest rate	 	 	3.500	%
	23
	 	Term - initial interest rate	 	 	60 Months	 
	24
	 	Initial payment amount	 	 	2,146	 
	25
	 	Term-initial payment amount	 	 	60 Months	 
	26
	 	Negative amortization?	 	 	No	 
	27
	 	Rate reset frequency after first adjustment	 	 	6 Months	 
	28
	 	Next reset date	 	 	5/1/14	 
	29
	 	Index	 	 	LIBOR	 
	30
	 	Margin	 	 	2.750	%
	31
	 	Cap per adjustment	 	 	2.000	%
	32
	 	Lifetime Cap	 	 	9.500	%
	33
	 	Floor	 	 	2.750	%
	34
	 	Front end DTI	 	 	31	%
	35
	 	Back end DTI	 	 	45	%
	 
	 	 	 	 	 	 
	 
	 	Restructuring Loss Calculation	 	 	 	 
	36
	 	Loan Principal balance before restructuring	 	 	450,000	 






			
	 	 	 
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Version 1.12
	 	PREMIER AMERICAN BANK

MIAMI, FLORIDA
	November 17, 2009	 	 







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	37
	 	Accrued interest, limited to 90 days	 	 	8,438	 
	38
	 	Tax and insurance advances	 	 	3,000	 
	39
	 	3rd party fees due	 	 	—	 
	40
	 	Total loan balance due before restructuring	 	 	461,438	 
	 
	 	 	 	 	 	 
	 
	 	Assumptions for NPV Calculation, Restructured Loan:	 	 	 	 
	41
	 	Discount rate for projected cash flows	 	 	5.530	%
	42
	 	Loan prepayment in full	 	 	120 Months	 
	43
	 	NPV of projected cash flows	 	 	403,000	 
	 
	 	 	 	 	 	 
	44
	 	Loss Amount	 	 	58,438	 






			
	 	 	 
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Version 1.12
	 	PREMIER AMERICAN BANK

MIAMI, FLORIDA
	November 17, 2009	 	 






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Notes to Exhibit 2b (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 (lines 36-39), and
	 
	 	b.	 	The Net Present Value (NPV) of the estimated cash flows
(line 43). 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 Bank 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 Bank to the loan account, any allocation of
Assuming Bank’s servicing costs, or any allocations of Assuming Bank’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 

Version 1.12
	 	PREMIER AMERICAN BANK

MIAMI, FLORIDA
	November 17, 2009	 	 






99









 






Exhibit 2c



This exhibit contains two versions of the loss share calculation for short sales, plus explanatory
notes.




Exhibit 2c(1)

CALCULATION OF LOSS FOR SHORT SALE LOANS

No Preceeding Loan Mod under Loss Share




	 	 	 	 	 	 	 

	1
	 	Shared-Loss Month:	 	 	May-09	 
	2
	 	Loan #	 	 	58776	 
	3
	 	RO #	 	 	542	 
	 
	 	 	 	 	 	 
	4
	 	Interest paid-to-date	 	 	7/31/08	 
	5
	 	Short Payoff Date	 	 	4/17/09	 
	6
	 	Note Interest rate	 	 	7.750	%
	7
	 	Owner occupied?	 	 	Yes	 
	 
	 	If so:	 	 	 	 
	8
	 	Borrower current gross annual income	 	 	38,500	 
	9
	 	Estimated NPV of loan mod	 	 	200,000	 
	10
	 	Most recent BPO	 	 	380,000	 
	11
	 	Most recent BPO date	 	 	1/31/06	 
	 
	 	 	 	 	 	 
	 
	 	Short-Sale Loss calculation	 	 	 	 
	12
	 	Loan Principal balance	 	 	375,000	 
	 
	 	 	 	 	 	 
	13
	 	Accrued interest, limited to 90 days	 	 	7,266	 
	14
	 	Attorney’s fees	 	 	0	 
	15
	 	Tax and insurance advances	 	 	0	 
	16
	 	3rd party fees due	 	 	2,800	 
	17
	 	Incentive to borrower	 	 	2,000	 
	18
	 	Gross balance recoverable by Purchaser	 	 	387,066	 
	 
	 	 	 	 	 	 
	19
	 	Amount accepted in Short-Sale	 	 	255,000	 
	20
	 	Hazard Insurance	 	 	0	 
	21
	 	Mortgage Insurance	 	 	0	 
	 
	 	 	 	 	 	 
	22
	 	Total Cash Recovery	 	 	255,000	 
	 
	 	 	 	 	 	 
	23
	 	Loss Amount	 	 	132,066	 






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

Version 1.12
	 	PREMIER AMERICAN BANK

MIAMI, FLORIDA
	November 17, 2009	 	 






100









 






Exhibit 2c(2)

CALCULATION OF LOSS FOR SHORT SALE LOANS

Short Sale after a Covered Loan Mod




	 	 	 	 	 	 	 

	1
	 	Shared-Loss Month:	 	 	May-09	 
	2
	 	Loan #	 	 	20076	 
	3
	 	REO #	 	 	345	 
	 
	 	 	 	 	 	 
	4
	 	Loan mod date	 	 	5/12/08	 
	5
	 	Interest paid-to-date	 	 	9/30/08	 
	6
	 	Short Payoff Date	 	 	4/2/09	 
	7
	 	Note Interest rate	 	 	7.500	%
	 
	 	Most recent BPO	 	 	230,000	 
	9
	 	Most recent BPO date	 	 	1/21/09	 
	 
	 	 	 	 	 	 
	 
	 	Short-Sale Loss calculation	 	 	 	 
	11
	 	NPV of projected cash flows at loan mod	 	 	311,000	 
	12
	 	Less: Principal payments between loan mod and delinquency	 	 	1,000	 
	 
	 	Plus:	 	 	 	 
	13
	 	Attorney’s fees	 	 	0	 
	14
	 	Tax and insurance advances	 	 	1,500	 
	15
	 	3rd party fees due	 	 	2,600	 
	16
	 	Incentive to borrower	 	 	3,500	 
	17
	 	Gross balance recoverable by Purchaser	 	 	317,600	 
	 
	 	 	 	 	 	 
	18
	 	Amount accepted in Short-Sale	 	 	234,000	 
	19
	 	Hazard Insurance	 	 	0	 
	20
	 	Mortgage Insurance	 	 	0	 
	 
	 	 	 	 	 	 
	21
	 	Total Cash Recovery	 	 	234,000	 
	 
	 	 	 	 	 	 
	22
	 	Loss Amount	 	 	83,600	 






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

Version 1.12
	 	PREMIER AMERICAN BANK

MIAMI, FLORIDA
	November 17, 2009	 	 






101









 






Notes to Exhibit 2c (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 2c(2). This version
uses the Net Present Value (NPV) of the modified loan as the starting point for
the covered loss.
	 
	 	b.	 	Otherwise, use Exhibit 2c(1). This version uses the unpaid
balance of the loan as of the last payment as the starting point for the
covered loss.






	 	3.	 	For Exhibit 2c(1), the gross balance recoverable by the purchaser is calculated as
the sum of lines 12 — 17; it is shown in line 18. For Exhibit 2a(2), the gross balance
recoverable by the purchaser is calculated as line 11 minus line 12 plus lines 13 — 16;
it is shown in line 17.
	 
	 	4.	 	For Exhibit 2c(1), the total cash recovery is calculated as the sum of lines 19 —
21; it is shown in line 22. For Exhibit 2c(2), the total cash recovery is calculated as
the sum of lines 18 — 20; it is shown in line 21.
	 
	 	5.	 	Reasonable and customary third party attorney’s fees and expenses incurred by or on
behalf of Assuming Bank 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 Bank to the loan account, any allocation of
Assuming Bank’s servicing costs, or any allocations of Assuming Bank’s general and
administrative (G&A) or other operating costs.
	 
	 	7.	 	If Exhibit 2c(2) 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:






	 	d.	 	90 days
	 
	 	e.	 	The number of days that the loan is delinquent when the
property was sold
	 
	 	f.	 	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.





			
	 	 	 
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Exhibit 2d




	 	 	 	 	 	 	 	 	 
	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% or 95%)
	 	 	 	 	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.





			
	 	 	 
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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	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	STATED THRESHOLD TRACKING	 	#	 	 	$	 	 	 	 
	Stated Threshold amount
	 	 	 	 	 	 	 	 	 	 	A
	Cumulative loss payments, prior month
	 	 	 	 	 	 	 	 	 	 
	Loss payment for current month
	 	 	 	 	 	 	 	 	 	 	 
	Cumulative loss payment, this month
	 	 	 	 	 	 	 	 	 	 	 
	Cumulative Commercial & Other Loans Net Charge-Offs
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	B
	Remaining to Stated Threshold
	 	 	 	 	 	 	 	 	 	 	A - B
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	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
	 	 	 	 	 	 	 	 	 	 	 	 





			
	 	 	 
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List of Loans Paid Off During Month




	 	 	 	 	 
	 	 	Principal	 
	Loan #	 	Balance	 
	 
	 	 	 	 





List of Loans Sold During Month




	 	 	 	 	 
	 	 	Principal	 
	Loan #	 	Balance	 
	 
	 	 	 	 





			
	 	 	 
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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

	 	 	 	 

	 	 






			
	 	 	 
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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 mortgagor 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 purposes, (1) the borrower’s monthly income shall be the amount of the
borrower’s (along with any co-borrowers’) documented and verified gross monthly income, and (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.



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”).






			
	 	 	 
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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 Bank’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.





			
	 	 	 
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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.





			
	 	 	 
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EXHIBIT 4.15B




COMMERCIAL AND OTHER ASSETS 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 Bank 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 Bank (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 Bank (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 Bank.




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



			
	 	 	 
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          “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, Additional ORE or Subsidiary 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,
Subsidiary ORE or loan modification(s)) (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 Bank during such period and reflected on the Accounting Records of the Assuming Bank;
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;
(ii) no Charge-Off shall be taken with respect to any anticipated expenditure by the Assuming Bank
until such expenditure is actually incurred; (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 Bank shall not
constitute “Charge-Offs”; and (iv) except for Portfolio Sales or any other sales or dispositions
consented to by the Receiver, losses incurred on the sale or other disposition of Shared-Loss
Assets to any Person (other than the sale or other disposition of Other Real Estate, Additional ORE
or Subsidiary ORE to a Person other than an Affiliate of the Assuming Bank which is conducted in a
commercially reasonable and prudent manner) shall not constitute Charge-Offs.




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




          “Consumer Loans” means Loans to individuals for household, family and other personal
expenditures (including United States and/or State-guaranteed student loans and extensions of
credit pursuant to a credit card plan or debit card plan).




          “Cumulative Servicing Amount” means the sum of the Period Servicing Amounts for every
consecutive twelve-month period prior to and ending on the True-Up Measurement Date in respect of
each of the Shared-Loss Agreements during which the loss-sharing provisions of the applicable
Shared-Loss Agreement is in effect.






			
	 	 	 
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          “Cumulative Shared-Loss Payments” means (i) the aggregate of all of the payments made
or payable to the Assuming Bank under the Shared-Loss Agreements minus (ii) the aggregate of all of
the payments made or payable to the Receiver under the Shared-Loss Agreements.




          “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 Bank’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 Shared-Loss 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
Shared-Loss Asset as reflected on the Accounting Records of the Failed Bank.




          “Fair Value” means the value of a Shared Loss MTM Asset as stated on the books and
records of the Failed Bank as of Bank Closing, inclusive of all adjustments.




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




          “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.




          “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 October 27, 2009 and before
Bank Closing.




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




          “ORE Subsidiary” means any Subsidiary of the Assuming Bank that engages solely in
holding, servicing, managing or liquidating interests of a type described in clause (A) of the
definition of “Other Real Estate,” which interests have arisen from the collection or settlement of
a Shared-Loss Loan.




          “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 Bank) 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 Bank of a Shared-Loss Loan:




			
	 	 	 
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     (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.



          “Period Servicing Amount” means, for any twelve month period with respect to each of
the Shared-Loss Agreements during which the loss-sharing provisions of the applicable Shared-Loss
Agreement are in effect, the product of (i) the simple average of the principal amount of
Shared-Loss Loans and Shared-Loss Assets (other than the Shared-Loss Securities) (in each case as
defined in the Shared-Loss Agreements), as the case may be, at the beginning of such period and at
the end of such period times (ii) one percent (1%).




          “Permitted Advance” means an advance of funds by the Assuming Bank with respect to a
Shared-Loss Loan, or the making of a legally binding commitment by the Assuming Bank 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, (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 Bank
after any such advance has been made by the Assuming Bank plus (B) the unfunded amount of
any such commitment made by the Assuming Bank related thereto, to exceed 110% of the Book Value of
such Shared-Loss Loan, (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 Bank 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 of this Commercial Shared-Loss Agreement and with the then effective written internal
credit policy guidelines of the Assuming Bank; 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 Bank 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 Bank 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 Bank;
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 Bank under the Shared-Loss
Loan Commitment or (B) then outstanding under the Shared-Loss Loan;


 
			
	 	 	 
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     (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” (I)(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):




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




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




          (iii) the amount of gain on any sale or other disposition during such period by the Assuming
Bank of Shared Loss Loans, Other Real Estate, Additional ORE or Subsidiary ORE (provided,
that the amount of any such gain 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); plus




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




          (v) the amount of any fee or other consideration received by the Assuming Bank 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 Bank 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




			
	 	 	 
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the Assuming Bank 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).




     (I)(B) For the purpose of determining the amounts to be applied as Recoveries pursuant to
subparagraph (I)(A) above, the Assuming Bank 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, Subsidiary 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 Charge-Offs/Write Downs; then to Reimbursable Expenses and Recovery Expenses; then
to interest income; and then to other expenses incurred by the Assuming Bank.



     (II) 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 Bank during or prior to such period, and if, as a result of such
occurrence, the Assuming Bank 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 Bank which is derived by
multiplying:




(A) the total amount of any such interest income recognized by the Assuming Bank 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 Bank 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;


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 (a) Failed
Bank Charge-Offs/Write-Downs, (b) Charge-Offs effected by the Assuming Bank during or prior to the
period in which the amount of Recoveries is being determined, plus (c) any Reimbursable Expenses
and Recovery Expenses paid to the Assuming Bank 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.






			
	 	 	 
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     (III) Notwithstanding subparagraphs (I) and (II) above, the term “Recoveries” shall not
include: (a) any amounts paid to the Assuming Bank 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 Bank after the final Shared-Loss Quarter, (c) after the final Shared-Loss Quarter, income
received by the Assuming Bank from the operation of, and any gains recognized by the Assuming Bank
on the disposition of, Other Real Estate, Additional ORE or Subsidiary 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 Bank after the final Shared-Loss Quarter to manage, operate and maintain Other Real
Estate, Additional ORE or Subsidiary 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 as set forth immediately above in subparagraph (c), the Assuming Bank will
subtract (i) ORE Expenses paid to third parties during such Recovery Quarter (provided, that, in
the case of the final Recovery Quarter only, the Assuming Bank will subtract ORE Expenses paid to
third parties from the beginning of the final Recovery Quarter up to the date the Assuming Bank is
required to deliver the final Quarterly Certificate pursuant to this Commercial Shared-Loss
Agreement) from (ii) 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.




          “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 Bank) by or on behalf of the Assuming Bank, 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 Bank), 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,



			
	 	 	 
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without the Assuming Bank 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 Bank
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 Bank 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 ChargeOffs/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 Bank) by or on behalf of the Assuming Bank, as
limited by Sections 3.2(c) and (d) of Article III of this Commercial Shared-Loss Agreement, to:




          (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 Bank) 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 Bank 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
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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 Bank
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 Bank 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 ChargeOffs/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; and



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




          “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 Bank, 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 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



			
	 	 	 
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collections on a Shared-Loss Loan received by the Assuming Bank 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 Bank, Additional ORE, Subsidiary ORE and Capitalized Expenditures, but does not include
Shared Loss MTM Assets.




          “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 Bank 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 Bank has not made a Permitted Advance.




          “Shared-Loss Loans” means:




          (i)(A) Loans purchased by the Assuming Bank pursuant to the Purchase and Assumption
Agreement set forth on Exhibit 4.15(b) to the Purchase and Assumption Agreement, (B) New
Shared-Loss Loans purchased by the Assuming Bank pursuant to the Purchase and Assumption
Agreement, (C) Permitted Advances and (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) Loans owned by any Subsidiary
which are not Shared-Loss Loans under the Single Family Shared-Loss Agreement; and (F) Consumer
Loans; and




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




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




          “Shared-Loss Payment Trigger” means when the sum of the Cumulative Loss Amount under
the Single Family Shared-Loss Agreement and the cumulative Net Charge-Offs under this Commercial
Shared-Loss Agreement, exceeds the First Loss Tranche. If the First Loss Tranche is zero or a
negative number, the Shared-Loss Payment Trigger shall be deemed to have been reached upon Bank
Closing.



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




          “Stated Threshold” means total losses under the shared loss agreements in the amount
of $94,000,000.00.




          “Subsidiary ORE” means all assets owned by ORE Subsidiaries that would constitute
Additional ORE if such assets were on the books of the Assuming Bank.




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




          “Third Party Servicer” means any servicer appointed from time to time by the
Assuming Bank or any Affiliate of the Assuming Bank to service the Shared-Loss Assets on behalf of
the Assuming bank, 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 Bank shall deliver to
the Receiver a certificate, signed by the Assuming Bank’s chief executive officer and its chief
financial officer, setting forth in such form and detail as the Receiver may specify (a “Quarterly
Certificate”):





               (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) net realized loss on the Shared Loss MTM Assets determined pursuant to FAS
115, expressed as a positive number (MTM Net Realized Loss), or net realized gain on
the Shared Loss MTM assets, expressed as a negative number (MTM Net Realized Gain);
and




               (D) any other than temporary impairment of the Shared Loss MTM Assets,
determined pursuant to FAS 115, expressed as a positive number (“OTTI Loss”) or
reversals of OTTI Loss, expressed as a negative number (for the avoidance of doubt,
normal and customary unrealized mark-to-market changes by


 
			
	 	 	 
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reason of the application of fair value accounting do not qualify for loss
sharing payments).



          (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 Bank shall deliver to the Receiver a Quarterly
Certificate setting forth, in such form and detail as the Receiver may specify





               (A) the amount of Recoveries and Recovery Expenses during such Recovery
Quarter. On the Quarterly Certificate for the first Recovery Quarter only,
the Assuming Bank 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 Bank (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 Bank (in accordance with the terms of this Commercial Shared-Loss
Agreement) during the first Recovery Quarter; and




               (B) net realized gain on the Shared Loss MTM Assets.



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




          (i) For purposes of this Section 2.1(b), the Assuming Bank shall initially record the
Shared-Loss Assets on its Accounting Records at Book Value, and initially record the Shared Loss
MTM Assets on its Accounting Records at Fair 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 MTM Net Realized Gain or MTM Net Realized Loss,
plus OTTI Loss 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 Bank an amount equal to eighty percent (80%) of the Shared-Loss Amount for such
Shared-Loss Quarter. If the Shared-Loss Amount during any Shared-Loss Quarter is negative, the
Assuming Bank shall pay to the Receiver an amount equal to eighty percent (80%) 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. When the cumulative Shared-Loss Amounts for
all Shared-Loss Quarters plus the Cumulative Loss Amount under the Single Family Shared-Loss
Agreement equals or exceeds the Stated Threshold, the Receiver shall pay to the Assuming Bank an
amount equal to ninety-five percent ((95%) of the Shared-Loss Amount for each Shared-Loss Quarter,
until such time as the cumulative Shared-Loss Amount for all Shared-Loss Quarters is less than the
Stated Threshold, when the percentage shall revert back to eighty percent (80%).



 
			
	 	 	 
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          (ii) If
the amount of gross Recoveries during any Recovery Quarter less Recovery
Expenses during such Recovery Quarter plus net realized gains or reversals of OTTI Loss on Shared
Loss MTM Assets (the “Recovery Amount”) is positive, then, simultaneously with its delivery of the
Quarterly Certificate with respect to such Recovery Quarter, the Assuming Bank shall pay to the
Receiver an amount equal to eighty percent (80%) of the Recovery Amount for such Recovery Quarter.
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. The Assuming Bank 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 net realized gains or reversals of OTTI Loss on Shared Loss MTM Assets (“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” 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 Bank all or any portion of such excess. Subsequent to the
Assuming Bank’s calculation of the Recovery Amount (if any) for the final Recovery Quarter, the
Assuming Bank 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 80% (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 Bank may request in the
Quarterly Certificate for the final Recovery Quarter that the Receiver reimburse the Assuming Bank
the amount of the Additional Recovery Expense Amount and the Receiver shall pay to the Assuming
Bank the Additional Recovery Expense Amount within fifteen (15) days after the date on which the
Receiver receives that Quarterly Certificate. On the Quarterly Certificate for the final Recovery
Quarter only, the Assuming Bank may include, in addition to any Recovery Expenses for that Recovery
Quarter that were paid by or on behalf of the Assuming Bank 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 Bank (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 Bank (in accordance with the terms of this
Commercial Shared-Loss Agreement) prior to the date the Assuming Bank is required to deliver that
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          (iii) With respect to each Shared-Loss Quarter and Recovery Quarter, collections by or on
behalf of the Assuming Bank 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 MTM Assets 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 Bank 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 Bank 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.




          (iv) If the Assuming Bank has duly specified an amount of Reimbursable Expenses on the
Quarterly Certificate for the first Recovery Quarter as described above in the last sentence of
Section 2.1(a)(ii), then, not later than fifteen (15) days after the date on which the Receiver
receives that Quarterly Certificate, the Receiver shall pay to the Assuming Bank an amount equal to
eighty percent (80%) (or, if the Cumulative Loss Amount under the Single Family Shared-Loss
Agreement plus the cumulative Shared-Loss Amount for all Shared-Loss Quarters equals or exceeds the
Stated Threshold, ninety-five percent (95%)) of the amount of such Reimbursable Expenses.




          (v) If the First Loss Tranche as determined under the Purchase and Assumption Agreement is a
positive number, Receiver has no obligation to make payment for any Shared Loss Quarters until the
Shared-Loss Payment Trigger is satisfied.




          (vi) 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 Bank; provided, (x) the Receiver must provide notice to the Assuming
Bank detailing the grounds for not making such payment, (y) the Receiver must provide the Assuming
Bank 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 Bank
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 Bank and the Receiver shall, upon final
resolution, make such



			
	 	 	 
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accounting adjustments and payments as may be necessary to give retroactive effect to such
corrections.




          (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 Bank sells or otherwise transfers such Shared-Loss
Loan or any interest therein (whether with or without recourse) to any Person, (ii) after the
Assuming Bank 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 Bank makes any amendment, modification, renewal
or extension to such Shared-Loss Loan that does not constitute a Permitted Amendment, or (iv) after
the Assuming Bank 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
Bank 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 Bank 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 $500,000 or more on the Accounting Records
of the Assuming Bank will result in an expenditure, after Bank Closing, of funds by on behalf of
the Assuming Bank 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 Bank, the Assuming Bank 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 Bank 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 Bank, the Assuming Bank 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 Bank 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 Bank shall continue to administer such Shared-Loss Asset in
accordance with Section 2.2, except that the Assuming Bank 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



 
			
	 	 	 
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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 Bank 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 $500,000
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(l), or
an Affiliate of the Assuming Bank.



          (iii) If the Receiver determines in its discretion that the Assuming Bank 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 Charge-Off/Write-Down, the Receiver may at its option, exercisable at any time on or prior to
the Termination Date, require the Assuming Bank 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.




          (iv) Not later than ten (10) days after the date upon which the Assuming Bank 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 Bank 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 Bank 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 Bank 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 Bank’s Chartering Authority. (B) With
respect to any other dispute arising under the terms of this Commercial Shared-Loss Agreement which
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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 Bank’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 Bank 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
Bank 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 Bank after two (2) days’ prior written notice to the FDIC Party and the Assuming Bank 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, subject to the discretion of the Corporation and the written
consent of the Assuming Bank 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 Bank 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





			
	 	 	 
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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 Bank.




          (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 Bank will each pay the fees and expenses of the member of
the Review Board selected by it. The FDIC Party and Assuming Bank will share equally the fees and
expenses of the Neutral Member. No such fees or expenses incurred by or on behalf of the Assuming
Bank 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 Bank 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.



          (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
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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. 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, the Assuming
Bank shall pay to the Receiver fifty percent (50%) of the excess, if any, of (i) twenty percent
(20%) of the Stated Threshold less (ii) the sum of (A) twenty-five percent (25%) of the asset
premium (discount) plus (B) twenty-five percent (25%) of the Cumulative Shared-Loss Payments plus
(C) the Cumulative Servicing Amount. The Assuming Bank 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
Bank, setting forth in reasonable detail the calculation of the Cumulative Shared-Loss Payments and
the Cumulative Servicing Amount.




     2.2 Administration of Shared-Loss Assets. The Assuming Bank 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 ninety (90) days after the end of each fiscal year from and including the fiscal
year during which Bank Closing falls to and including the calendar year





			
	 	 	 
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during which the Termination Date falls, the Assuming Bank 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 Bank’s books and records, nothing has come to their attention suggesting that
any computations required to be made by the Assuming Bank during such year by this Article II were
not made by the Assuming Bank in accordance herewith. In the event that the Assuming Bank 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 Bank during such year by this Article II were not
made by the Assuming Bank in accordance herewith. In such event, the Assuming Bank 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 Bank 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 may perform an audit to determine the Assuming Bank’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 Bank’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 Bank 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 Bank detailing the grounds for withholding such payment.
At such time as the Assuming Bank 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 Bank the amount withheld which the Receiver determines is
eligible for payment, within fifteen (15) Business Days. In the event the Receiver or the Assuming
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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 Bank 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 Bank
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 Bank 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 Bank 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 Bank 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 MTM ASSETS




			
	 	 	 
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     3.1 Agreement with Respect to Administration. The Assuming Bank shall (and shall
cause any of its Affiliates to which the Assuming Bank transfers any Shared-Loss Assets or
Shared-Loss MTM Assets) to, or a Third Party Servicer to, manage, administer, and collect the
Shared-Loss Assets and Shared-Loss MTM Assets while owned by the Assuming Bank 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 Bank 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 Bank’s performance of its duties hereunder.



     3.2 Duties of the Assuming Bank with Respect to Shared-Loss Assets.



     (a) In performance of its duties under these Rules, the Assuming Bank 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 Bank’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 Bank, 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 Bank 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 Bank) 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 Bank with respect to any
Shared-Loss Asset including, without limitation, the execution of any contract pursuant to which
any Affiliate of the Assuming Bank will manage, administer or collect any of




			
	 	 	 
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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;



               (ii) salaries or other compensation and related benefits of Assuming Bank 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 Bank, 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 Loan 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 Bank does not normally perform internally;



               (vi) any expense not incurred in good faith and with the same degree of care that the Assuming
Bank 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 Bank shall not contract with third parties to provide
services the cost of which would be a Reimbursable Expense or Recovery Expense if the Assuming Bank
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 Bank with Respect to Shared-Loss MTM Assets.



     (a) In performance of its duties under these Rules, the Assuming Bank shall:



               (i) manage, administer, collect and each Shared-Loss MTM Asset in a manner consistent with (A)
usual and prudent business and banking practices; (B) the Assuming



			
	 	 	 
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Bank’s practices and procedures including, without limitation, the then-effective written
internal credit policy guidelines of the Assuming Bank, with respect to the management,
administration and collection of similar assets that are not Shared-Loss MTM Assets;




               (ii) exercise its best business judgment in managing, administering, collecting and effecting
Charge-Offs with respect to Shared-Loss MTM Assets;



               (iii) use its best efforts to maximize collections with respect to Shared-Loss MTM Assets and,
if applicable for a particular Shared-Loss MTM Asset, without regard to the effect of maximizing
collections on assets held by the Assuming Bank or any of its Affiliates that are not Shared-Loss
MTM Assets, provided that, any sale of a Shared-Loss MTM Asset shall only be made with the prior
approval of the Receiver or the Corporation;



               (iv) adopt and implement accounting, reporting, record-keeping and similar systems with
respect to the Shared-Loss MTM 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 Bank) will manage, administer or collect any of the Shared-Loss
MTM Assets, together with a copy of that contract.



          (b) Any transaction with or between any Affiliate of the Assuming Bank with respect to any
Shared-Loss MTM Asset including, without limitation, the execution of any contract pursuant to
which any Affiliate of the Assuming Bank 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 Bank shall not contract with third parties to provide services the cost of
which would be a Reimbursable Expense or Recovery Expense if the Assuming Bank 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 Bank 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 MTM Assets, in such form and detail as the Receiver or the
Corporation may require, to enable the Assuming Bank 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 MTM Assets and the Quarterly Certificates required by
Section 2.1 of this Commercial Shared-Loss Agreement.



     3.5 Related Loans.



          (a) The Assuming Bank shall not manage, administer or collect any “Related
Loan” in any manner which would have the effect of increasing the amount of any collections





			
	 	 	 
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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 Bank 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, Additional ORE or Subsidiary 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 Bank’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 Bank.




          (b) The Assuming Bank 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 $500,000 or more on the Accounting Records of the Assuming
Bank 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 $500,000 or more.




     3.6 Legal Action; Utilization of Special Receivership Powers. The Assuming Bank shall
notify the Receiver in writing (such notice to be given in accordance with Article IV below and to
include all relevant details) prior to utilizing in any legal action any special legal power or
right which the Assuming Bank derives as a result of having acquired a Shared-Loss Asset from the
Receiver, and the Assuming Bank 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 Bank and the Assuming Bank shall comply in all respects with such
direction. Upon request of the Receiver, the Assuming Bank will advise the Receiver as to the
status of any such legal action. The Assuming Bank 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 Bank 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 Bank hereunder (and, for the avoidance of doubt, such expenses incurred
by any such Third Party Servicer on behalf of the Assuming Bank 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 Bank); provided, however, that the use thereof by the Assuming Bank shall
not release the Assuming Bank of any obligation or liability hereunder.



ARTICLE IV — PORTFOLIO SALE




     4.1 Assuming Bank Portfolio Sales of Remaining Shared-Loss Assets. The Assuming Bank
shall have the right with the concurrence of the Receiver, commencing as of the first day of the
third to last Shared-Loss Quarter, to liquidate for cash consideration, in one or more
transactions, all or a portion of Shared-Loss Assets held by the Assuming Bank (“Portfolio Sales”).
If the Assuming Bank exercises its option under this Section 4.1, it must give thirty (30) days
notice in writing to the Receiver setting forth the details and schedule for the Portfolio Sale



			
	 	 	 
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which shall be conducted by means of sealed bid sales to third parties, not including any of
the Assuming Bank’s affiliates, contractors, or any affiliates of the Assuming Bank’s contractors.




     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 sale price received by the Assuming Bank less the
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:




Federal Deposit Insurance Corporation Legal Division

1601 Bryan Street

Dallas, Texas 75201

Attention: Regional 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. All terms and provisions of this
Commercial Shared-Loss Agreement shall be binding upon and shall inure to the benefit of the
parties hereto only; provided, however, that, Receiver may assign or otherwise
transfer this



			
	 	 	 
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Commercial Shared-Loss Agreement (in whole or in part) to the Federal Deposit Insurance
Corporation in its corporate capacity without the consent of Assuming Bank. Notwithstanding
anything to the contrary contained in this Commercial Shared-Loss Agreement, except as is expressly
permitted in this Section 6.2, Assuming Bank may not assign or otherwise transfer this Commercial
Shared-Loss Agreement (in whole or in part) without the prior written consent of the Receiver,
which consent may be granted or withheld by the Receiver in its sole discretion, and any attempted
assignment or transfer in violation of this provision shall be void ab initio. For the avoidance of
doubt, a merger or consolidation of the Assuming Bank with and into another financial institution,
the sale of all or substantially all of the assets of the Assuming Bank to another financial
institution constitutes the transfer of this Commercial Shared-Loss Agreement which requires the
consent of the Receive; and for a period of thirty-six (36) months after Bank Closing, a merger or
consolidation shall also include the sale by any individual shareholder, or shareholders acting in
concert, of more than 9% of the outstanding shares of the Assuming Bank, or of its holding company,
or of any subsidiary holding Shared-Loss Assets, or the sale of shares by the Assuming Bank or its
holding company or any subsidiary holding Shared-Loss Assets, in a public or private offering, that
increases the number of shares outstanding by more than 9%, constitutes the transfer of
this Commercial Shared-Loss Agreement which requires the consent of the Receiver. However, no Loss
shall be recognized as a result of any accounting adjustments that are made due to any such merger,
consolidation or sale consented to by the FDIC. The FDIC’s consent shall not be required if the
aggregate outstanding principal balance of Shared-Loss Assets is less than twenty percent (20%) of
the initial aggregate balance of Shared-Loss Assets.




     6.3 Governing Law. This Commercial Shared-Loss Agreement shall be construed in
accordance with federal law, or, if there is no applicable federal law, the laws of the State of
New York, without regard to any rule of conflict of law that would result in the application of the
substantive law of any jurisdiction other than the State of New York.



     6.4 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.



     6.5 Captions. All captions and headings contained in this Commercial Shared-Loss
Agreement are for convenience of reference only and do not form a part of, and shall not affect the
meaning or interpretation of, this Commercial Shared-Loss Agreement.



     6.6 Entire Agreement; Amendments. This Commercial Shared-Loss Agreement, along with
the Single Family Shared-Loss Agreement and the Purchase and Assumption Agreement, including the
Exhibits and any other documents delivered pursuant hereto, embody the entire agreement of the
parties with respect to the subject matter hereof, and supersede all prior representations,
warranties, offers, acceptances, agreements and understandings, written or oral, relating to the
subject matter herein. This Commercial Shared-Loss Agreement may be



			
	 	 	 
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amended or modified or any provision thereof waived only by a written instrument signed by
both parties or their respective duly authorized agents.




     6.7 Severability. Whenever possible, each provision of this Commercial Shared-Loss
Agreement shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Commercial Shared-Loss Agreement is held to be prohibited by or
invalid, illegal or unenforceable under applicable law, such provision shall be construed and
enforced as if it had been more narrowly drawn so as not to be prohibited, invalid, illegal or
unenforceable, and the validity, legality and enforceability of the remainder of such provision and
the remaining provisions of this Commercial Shared-Loss Agreement shall not in any way be affected
or impaired thereby.



     6.8 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.



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



     6.10 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.




			
	 	 	 
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