PURCHASE AND ASSUMPTION AGREEMENT 


WHOLE BANK 


ALL DEPOSITS 


AMONG 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


RECEIVER OF ATLANTIC SOUTHERN BANK, 


MACON, GEORGIA 


FEDERAL DEPOSIT INSURANCE CORPORATION 


and 


CertusBank, N.A. 


DATED AS OF 


MAY 20,2011 


Module 1 - \Nhole Bank w/ Optional Shared Loss Agreements Atlantic Southern Bank 

Version 3.1.1- PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia 

May 2U, 2Ull 
PURCHASE AND ASSUMPTION AGREEMENT 


TABLE OF CONTENTS 


6.1 Transfer of Records ................................................ 27
 ARTICLE I. GENERAL ................................................ l 


1.1 	 Purpose ..................................................................... ! 


1.2 	 Shared-Loss Agreements .......................................... 1 


1. 3 	 Defined Terms .......................................................... 2 


ARTICLE II. ASSUMPTION OF LIABILITIES ......... 9 


2.1 	 Liabilities Assumed by Assuming Institution ........... 9 


2.2 	 Interest on Deposit Liabilities ................................. 10 


2.3 	 Unclaimed Deposits ................................................ 11 


2.4 	 Employee Plans ...................................................... 11 


ARTICLE III. PURCHASE OF ASSETS...................... ll 


3.1 	 Assets Purchased by the Assuming Institution ....... 11 


3.2 	 Asset Purchase Price ............................................... 11 


3.3 	 Manner of Conveyance; Limited Warranty; 


Nonrecourse; Etc .................................................... 12 


3.4 	 Puts of Assets to the Receiver ................................. l2 


3.5 	 Assets Not Purchased by Assuming Institution ...... l4 

3.6 	 Retention or Repurchase of Assets Essential to 


Receiver .................................................................. 16 


3.7 	 Receiver's Offer to Sell Withheld Loans ................ l7 


ARTICLE IV. ASSUMPTION OF CERTAIN DUTIES 


AND OBLIGATIONS......................................................... 17 


4.1 	 Continuation of Banking Business .......................... 17 


4.2 	 Credit Card Business .............................................. 17 


4.3 	 Safe Deposit Business ............................................. l7 


4.4 	 Safekeeping Business ............................................. 18 


4.5 	 Trust Business ......................................................... IS 


4.6 	 Bank Premises ........................................................ 18 


4. 7 Agreement with Respect to Leased Data 


Management Equipment ......................................... 22 


4. 8 	 Certain Existing Agreements .................................. 23 


4.9 	 Informational Tax Reporting .................................. 24 


4.10 	 Insurance................................................................. 24 


4.11 	 Office Space for Receiver and Corporation; Certain 


Payments ................................................................. 24 


4.12 	 Continuation of Group Health Plan Coverage for 


Former Employees of the Failed Bank ................... 25 


4.13 	 Interim Asset Servicing .......................................... 26 


4.14 	 [RESERVED] ......................................................... 26 


4.15 	 Loss Sharing ........................................................... 26 


ARTICLE V. DUTIES WITH RESPECT TO 


DEPOSITORS OF THE FAILED BANK ........................ 26 


5.1 	 Payment of Checks. Drafts. Orders and Deposits ... 26 


5.2 	 Certain Agreements Related to Deposits ................ 26 


5.3 	 Notice to Depositors ............................................... 27 


ARTICLE VI. RECORDS .............................................. 27 


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6.2 Transfer of Assigned Records ................................ 27 


6.3 Preservation ofRecords .......................................... 27 


6.4 Access to Records; Copies ..................................... 28 


6.5 Right of Receiver or Corporation to Audit.. ........... 28 


ARTICLE VII. BID; INITIAL PAYMENT ................... 28 


ARTICLE VIII. ADJUSTMENTS.................................... 29 


8.1 	 Pro Forma Statement.. ............................................ 29 


8.2 	 Correction of Errors and Omissions; Other 


Liabilities................................................................ 29 


8.3 	 Payments ................................................................ 30 


8.4 	 Interest.................................................................... 30 


8.5 	 Subsequent Adjustments ........................................ 30 


ARTICLE IX. CONTINUING COOPERATION ........ 30 


9.1 General Matters ...................................................... 3 0 


9.2 Additional Title Documents ................................... 30 


9.3 	 Claims and Suits ..................................................... 30 


9.4 	 Payment of Deposits............................................... 31 


9.5 	 Withheld Payments ................................................ 31 


9.6 	 Proceedings with Respect to Certain Assets and 


Liabilities................................................................ 31 


9.7 	 Information............................................................. 32 


9.8 	 Tax Ruling .............................................................. 32 


ARTICLE X. CONDITION PRECEDENT ................. 32 


ARTICLE XL REPRESENTATIONS AND 


WARRANTIES OF THE ASSUMING INSTITUTION. 32 


11.1 Corporate Existence and Authority ........................ 32 


11.2 Third Party Consent ............................................... 33 


11.3 Execution and Enforceability ................................. 33 


11.4 Compliance with Law ............................................ 33 


11.5 Insured or Guaranteed Loans ................................. 33 


11.6 Representations Remain True ................................ 34 


11.7 No Reliance; Independent Advice .......................... 34 


ARTICLE XII INDEMNIFICATION ........................... 34 


12.1 Indemnification oflndemnitees .............................. 34 


12.2 Conditions Precedent to Indemnification ............... 37 


12.3 No Additional Warranty ......................................... 38 


12.4 Indemnification of Receiver and Corporation ........ 38 


12.5 Obligations Supplemental ...................................... 38 


12.6 Criminal Claims ..................................................... 38 


12.7 Limited Guaranty of the Corporation ..................... 39 


12.8 Subrogation ............................................................ 39 


ARTICLE XIII. MISCELLANEOUS............................... 39 


13.1 Expenses................................................................. 39 


Atlantic Southern Bank 

Macon, Georgia 
13 .2 Waiver of Jury Trial... ............................................. 3 9 13.10 Successors .............................................................. 41 


13.3 Consent; Determination or Discretion .................... 3 9 13.11 Modification ........................................................... 41 


13.4 Rights Cumulative .................................................. 39 13.12 MannerofPayment ................................................ 41 


13.5 References .............................................................. 40 13.13 Waiver .................................................................... 42 


13.6 Notice...................................................................... 40 13.14 Severability ............................................................ 42 


13.7 Entire Agreement .................................................... 41 13.15 Term of Agreement.. .............................................. 42 


13.8 Counterparts............................................................ 41 13.16 Survival of Covenants, Etc ..................................... 42 


13.9 Governing Law ...................................................... .41 


SCHEDULES 

Page 


Excluded Deposit Liability Accounts ................................................................................................ Schedule 2.1(a) 44 


Purchase Price of Assets or any other assets .......................................................................................... Schedule 3.2 46 


Excluded Loans for Securitization ..................................................................................................... Schedule 3.5(1) 48 


Excluded Securities ...............................................................................................Schedule 3.5(II) 50 


Data Retention Catalog .......................................................................................................................... Schedule 6.3 51 


Accounts Excluded from Calculation of Deposit Franchise Bid Premium ............................................... Schedule 7 53 


EXHIBITS 

Page 


Final Legal Notice .................................................................................................................................. Exhibit 2.3A 55 


Affidavit of Mailing ............................................................................................................................... Exhibit 2.3B 57 


Valuation of Certain Qualified Financial Contracts .............................................................................. Exhibit 3.2(c) 58 


Interim Asset Servicing Arrangement ..................................................................................................... Exhibit 4.13 60 


Single Family Shared-Loss Agreement... ............................................................................................. Exhibit 4.15A 64 


Commercial Shared-Loss Agreement .................................................................................................. Exhibit 4.15B 80 


Module 1 -Whole Bank w/ Optional Shared Loss Agreements 11 Atlantic Southern Bank 

Version 3.1. 1-PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia 

May 20, 2011 
PURCHASE AND ASSUMPTION AGREEMENT 

WHOLE BANK 

ALL DEPOSITS 

THIS AGREEMENT, made and entered into as of the 20th day of May, 2011, by and 

among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of 

ATLANTIC SOUTHERN BANK, MACON, GEORGIA (the "Receiver"), CERTUSBANK, 

N.A., organized under the laws of the United States of America, and having its principal place of 

business in Easley, South Carolina (the "Assuming Institution"), and the FEDERAL 

DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of 

America and having its principal office in Washington, D.C., acting in its corporate capacity (the 

"Corporation"). 

RECITALS 

A On the Bank Closing Date, the Chartering Authority closed Atlantic Southern Bank (the 

"Failed Bank") pursuant to applicable law and the Corporation was appointed Receiver thereof 

B. The Assuming Institution desires to purchase certain assets and assume certain deposits 

and other liabilities of the Failed Bank on the terms and conditions set forth in this Agreement. 

C. Pursuant to 12 U.S.C. § 1823(c)(2)(A), the Corporation may provide assistance to the 

Assuming Institution to facilitate the transactions contemplated by this Agreement, which 

assistance may include indemnification pursuant to Article XII. 

D. The Board of Directors of the Corporation (the "Board") has determined to provide 

assistance to the Assuming Institution on the terms and subject to the conditions set forth in this 

Agreement. 

E. The Board has determined pursuant to 12 U.S.C. § 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 and is the least costly to the deposit insurance fund of all possible 

methods for meeting such obligation. 

NOW, THEREFORE, in consideration of the mutual promises herein set forth and other 

valuable consideration, the parties hereto agree as follows: 

AGREEMENT 

ARTICLE I. GENERAL. 

1.1. Purpose. The purpose of this Agreement is to set forth requirements regarding, 

among other things, the terms and conditions on which the Assuming Institution purchases 

certain assets and assumes certain liabilities of the Failed Bank. 

1.2. Shared-Loss Agreements. If the Receiver and the Assuming Institution desire to 

share losses and recoveries on certain acquired assets, a Shared-Loss Agreement or Shared-Loss 

Agreements are attached hereto as Exhibit 4.15A and/or Exhibit 4.15B, as applicable, and will 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements 1 Atlantic Southern Bank 

Version 3.1.1- PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia 

May 2U, 2Ull 
govern the terms of any such shared-loss arrangement. To the extent that any inconsistencies 

may arise between the terms of this Agreement and a Shared-Loss Agreement with respect to the 

subject matter of a Shared-Loss Agreement, the terms of the applicable Shared-Loss Agreement 

shall control. 

1.3. Defined Terms. Capitalized terms used in this Agreement shall have the 

meanings set forth or referenced in this Section 1.3. As used herein, words imparting the 

singular include the plural and vice versa. 

"Acquired Subsidiary" or "Acquired Subsidiaries" means one or more, as applicable, 

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 § 2(k) of the Bank Holding Company Act of 1956, as amended, 

12 U.S.C. § 1841. 

"Agreement" means this Purchase and Assumption Agreement by and among the 

Assuming Institution, the Corporation and the Receiver, as amended or otherwise modified from 

time to time. 

"Assets" means all assets of the Failed Bank purchased pursuant to Section 3 .1. Assets 

owned by Subsidiaries of the Failed Bank are not "Assets" within the meaning of this definition 

by virtue of being owned by such Subsidiaries. 

"Assumed Deposits" means Deposits. 

"Assuming Institution" has the meaning set forth in the introduction to this Agreement. 

"Bank Closing Date" 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 buildings, drive-in banking facilities, teller 

facilities (staffed or automated), storage and service facilities, structures connecting remote 

facilities to banking houses, land on which the foregoing are located and unimproved land, 

together with any adjacent parking, 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 Failed Bank Records as of the Bank Closing Date. 

"Bid Amount" has the meaning set forth in Article VII. 

"Bid Valuation Date" means March 9, 2011. 

"Board" has the meaning set forth in Recital D. 

"Book Value" means, with respect to any Asset and any Liability Assumed, the dollar 

amount thereof stated on the Failed Bank Records. The Book Value of any item shall be 

determined as of the Bank Closing Date 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 an Acquired 

Subsidiary shall be determined from the investment in subsidiary and related accounts on the 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements 2 Atlantic Southern Bank 

Version 3.1.1- PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia 

May 2U, 2Ull 
"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 the Bank Closing Date, 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 the Bank 

Closing Date, adjustments for the portion of earned or unearned loan-related credit life and/or 

disability insurance premiums, if any, attributable to the Failed Bank as of the Bank Closing 

Date, 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 Failed Bank Records. 

"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. § 1821(c)(4), 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 the 

Bank Closing Date, other than extensions of credit pursuant to the credit card business and 

overdraft protection plans of the Failed Bank, if any. 

"Corporation" has the meaning set forth in the introduction to this Agreement. 

"Counterclaim" has the meaning set forth in Section 12.1(b ). 

"Credit Documents" means the agreements, instruments, certificates or other documents 

at any time evidencing or otherwise relating to, governing or executed in connection with or as 

security for, a Loan, including without limitation notes, bonds, loan agreements, letter of credit 

applications, lease financing contracts, banker's acceptances, drafts, interest protection 

agreements, currency exchange agreements, repurchase agreements, reverse repurchase 

agreements, guarantees, deeds of trust, mortgages, assignments, security agreements, pledges, 

subordination or priority agreements, lien priority agreements, undertakings, security 

instruments, certificates, documents, legal opinions, participation agreements and intercreditor 

agreements, and all amendments, modifications, renewals, extensions, rearrangements, and 

substitutions with respect to any of the foregoing. 

"Credit File" means all Credit Documents and all other credit, collateral or insurance 

documents in the possession or custody of the Assuming Institution, or any of its Subsidiaries or 

Affiliates, relating to an Asset or a Loan included in a Put Notice, or copies of any such 

documents. 

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Version 3.1.1- PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia 

May 2U, 2Ull 
"Deposit" means a deposit as defined in 12 U.S.C. § 1813(1), including without 

limitation, outstanding cashier's checks and other official checks and all uncollected items 

included in the depositors' balances and credited on the books and records of the Failed Bank; 

provided that the tenn "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 the Bank 

Closing Date. 

"Deposit Secured Loan" means a loan in which the only collateral securing the loan is 

Assumed Deposits or deposits at other insured depository institutions. 

"Electronically Stored Information" means any system backup tapes, any electronic 

mail (whether on an exchange or other similar system), any data on personal computers and any 

data on server hard drives. 

"Eligible Individuals" has the meaning set forth in Section 4.12. 

"ERISA" has the meaning set forth in Section 4.12. 

"Failed Bank" has the meaning set forth in Recital A. 

"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 premiums for credit 

life insurance, accident and health insurance and vendor's single interest insurance. 

"Failed Bank Records" means Records of the Failed Bank, including but not limited to, 

its corporate minutes, general ledger and subsidiary ledgers and schedules which support the 

general ledger balances. 

"Fair Market Value" means: 

(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 assumed consummation of a sale as of a specified date and the passing of title 

from seller to buyer under conditions whereby: 

(i) Buyer and seller are typically motivated; 

(ii) Both parties are well informed or well advised, and acting in what they 

consider their own best interests; 

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

(iv) Payment is made in terms of cash in U.S. dollars or in terms of financial 

arrangements comparable thereto; and 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements 4 Atlantic Southern Bank 

Version 3.1.1- PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia 

May 2U, 2Ull 
(v) 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 the Bank Closing Date by an appraiser chosen by the Assuming Institution 

from a list of acceptable appraisers provided by the Receiver; any costs and fees associated with 

such determination shall be shared equally by the Receiver and the Assuming Institution, and 

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 the Bank 

Closing Date by an appraiser selected by the Receiver and the Assuming Institution within seven 

(7) days after the Bank Closing Date; or 

(b) with respect to property other than Bank Premises purchased utilizing this 

valuation method, the price thereof as established by the Receiver and agreed to by the Assuming 

Institution, or in the absence of such agreement, as determined in accordance with clause (a) 

above. 

"FDIC Office Space" has the meaning set forth in Section 4.11. 

"Final Legal Notice" has the meaning set forth in Section 2.3(a). 

"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 

the Bank Closing Date. 

"Furniture and Equipment" means the furniture and equipment (other than Safe 

Deposit Boxes, Personal Computers, Owned Data Management Equipment and motor vehicles), 

leased or owned by the Failed Bank and reflected on the Failed Bank Records as of the Bank 

Closing Date and located on or at Bank Premises, including without limitation automated teller 

machines, carpeting, furniture, office machinery, shelving, office supplies, telephone, 

surveillance and security systems, ancillary equipment and artwork. Furniture and equipment 

located at a storage facility not adjacent to a Bank Premises are excluded from this definition. 

"GSE" means a government sponsored enterprise. 

"Indemnitees" means, except as provided in Section 12.1(b )(xi), (i) the Assuming 

Institution, (ii) the Subsidiaries and Affiliates of the Assuming Institution other than any 

Subsidiaries or Affiliates of the Failed Bank that are or become Subsidiaries or Affiliates of the 

Assuming Institution and (iii) the directors, officers, employees and agents of the Assuming 

Institution and its Subsidiaries and Affiliates who are not also present or former directors, 

officers, employees or agents of the Failed Bank or of any Subsidiary or Affiliate of the Failed 

Bank. 

"Information Package" means the most recent compilation of financial and other data 

with respect to the Failed Bank, including any amendments or supplements thereto, provided to 

the Assuming Institution by the Corporation on the web site used by the Corporation to market 

the Failed Bank to potential acquirers. 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements 5 Atlantic Southern Bank 

Version 3.1.1- PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia 

May 2U, 2Ull 
"Initial Payment" means the payment made pursuant to Article VII (based on the best 

information available as of the Bank Closing Date), the amount of which shall be either (i) if the 

Bid Amount is positive, the aggregate Book Value of the Liabilities Assumed minus the sum of 

the aggregate purchase price of the Assets as detennined pursuant to Section 3.2 and assets 

purchased and the positive Bid Amount, or (ii) if the Bid Amount is negative, the sum of the 

aggregate Book Value of the Liabilities Assumed and the negative Bid Amount minus the 

aggregate purchase price of the Assets and assets purchased. The Initial Payment shall be 

payable by the Corporation to the Assuming Institution if (i) the Liabilities Assumed are greater 

than the sum of the positive Bid Amount and the Assets and any other assets purchased, or if (ii) 

the sum of the Liabilities Assumed and the negative Bid Amount are greater than the Assets and 

assets purchased. The Initial Payment shall be payable by the Assuming Institution to the 

Corporation if (i) the Liabilities Assumed are less than the sum of the positive Bid Amount and 

the Assets and assets purchased, or if (ii) the sum of the Liabilities Assumed and the negative 

Bid Amount is less than the Assets and assets purchased. Such Initial Payment shall be subject 

to adjustment as provided in Article VIII. 

"Leased Data Management Equipment" means any equipment, computer hardware, 

computer software (and the lease or licensing agreements related thereto), computer networking 

equipment, printers, fax machines, copiers, document scanners, data tape systems, data tapes, 

DVDs, CDs, flash drives, telecommunications and check processing equipment and any other 

electronic storage media leased by the Failed Bank at Bank Closing which is, was, or could have 

been used by the Failed Bank in connection with data management activities. 

"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. 

"Loan" or "Loans" means, individually or collectively, all of the following owed to or 

held by the Failed Bank as of the Bank Closing Date: 

(a) loans (including loans which have been charged off the Failed Bank 

Records 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; 

(b) 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 (a) 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 

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May 2U, 2Ull 
and from time to time existing with respect to any of the obligations or instruments 

referred to in clause (a) above; and 

(c) 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, easements, air rights and development rights that are owned by the Failed 

Bank. 

"Owned Data Management Equipment" means any equipment, computer hardware, 

computer software (and the lease or licensing agreements related thereto), computer networking 

equipment, printers, fax machines, copiers, document scanners, data tape systems, data tapes, 

DVDs, CDs, flash drives, telecommunications and check processing equipment and any other 

electronic storage media owned by the Failed Bank at Bank Closing which is, was, or could have 

been used by the Failed Bank in connection with data management activities. 

"Payment Date" means the first Business Day after the Bank Closing Date. 

"Person" means any individual, corporation, partnership, joint venture, associatiOn, 

limited liability company, limited liability partnership, joint-stock company, trust, 

unincorporated organization, or government or any agency or political subdivision thereof, 

excluding the Corporation. 

"Personal Computer(s)" means computers based on a microprocessor generally 

designed to be used by one person at a time and which usually store informational data on that 

computer's internal hard drive or attached peripheral, and associated peripherals (such as 

keyboard, mouse, etc.). A personal computer can be found in various configurations such as 

laptops, net books, and desktops. 

"Primary Indemnitor" means any Person (other than the Assuming Institution or any of 

its Affiliates) who is obligated to indemnify or insure, or otherwise make payments (including 

payments on account of claims made against) to or on behalf of any Person in connection with 

the claims covered under Article XII, including without limitation any insurer issuing any 

directors and officers liability policy or any Person issuing a financial institution bond or 

banker's blanket bond. 

"Pro Forma" means a balance sheet that reflects a reasonably accurate financial 

statement of the Failed Bank through the Bank Closing Date and serves as a basis for the 

opening entries of both the Assuming Institution and the Receiver. 

"Put Date" has the meaning set forth in Section 3 .4( d). 

"Put Notice" has the meaning set forth in Section 3.4(c). 

"Qualified Beneficiaries" has the meaning set forth in Section 4.12. 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements 7 Atlantic Southern Bank 

Version 3.1.1- PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia 

May 2U, 2Ull 
"Qualified Financial Contract" means a qualified financial contract as defined in 12 

U.S.C. § 182l(e)(8)(D). 

"Record" means any document, microfiche, microfilm or Electronically Stored 

Information (including but not limited to magnetic tape, disc storage, card forms and printed 

copy) of the Failed Bank generated or maintained by the Failed Bank that is owned by or in the 

possession of the Receiver at the Bank Closing Date. 

"Receiver" has the meaning set forth in the introduction to this Agreement. 

"Related Liability" with respect to any Asset means any liability existing and reflected 

on the Failed Bank Records as of the Bank Closing Date for (i) indebtedness secured by 

mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting such 

Asset, (ii) ad valorem taxes applicable to such Asset and (iii) any other obligation determined by 

the Receiver to be directly related to such Asset. 

"Related Liability Amount" with respect to any Related Liability on the books of the 

Assuming Institution, means the amount of such Related Liability as stated on the books and 

records of the Assuming Institution (as maintained in accordance with generally accepted 

accounting principles) as of the date as of which the Related Liability Amount is being 

determined. With respect to a liability that relates to more than one Asset, the amount of such 

Related Liability shall be allocated among such Assets 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 Failed Bank Records 

of the entity that owns such Asset. 

"Repurchase Price" means, with respect to any Asset, first taking the Book Value of the 

Asset at the Bank Closing Date and either subtracting the pro rata Asset discount or adding the 

pro rata Asset premium, and subsequently adjusting that amount (i) for any advances and interest 

on such Asset after the Bank Closing Date, (ii) by subtracting the total amount received by the 

Assuming Institution for such Asset after the Bank Closing Date, regardless of how applied and 

(iii) by adding total disbursements of principal made by the Receiver not otherwise included in 

the Book Value. 

"Safe Deposit Boxes" means the safe deposit boxes ofthe Failed Bank, if any, including 

the removable safe deposit boxes and safe deposit stacks in the Failed Bank's vault(s), all rights 

and benefits under rental agreements with respect to such safe deposit boxes, and all keys and 

combinations thereto. 

"Settlement Date" means the first Business Day immediately prior to the day which is 

three hundred sixty-five (365) days after the Bank Closing Date, or such other date prior thereto 

as may be agreed upon by the Receiver and the Assuming Institution. The Receiver, in its 

discretion, may extend the Settlement Date. 

"Settlement Interest Rate" means, for the first calendar quarter or portion thereof during 

which interest accrues, the rate determined by the Receiver to be equal to the investment rate on 

twenty-six (26)-week United States Treasury Bills as published on the Bank Closing Date by the 

United States Treasury on the TreasuryDirect.gov website; provided, that if no such Investment 

Rate is published the week of the Bank Closing Date, the investment rate for such Treasury Bills 

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most recently published by the United States Treasury on TreasuryDirect.gov prior to the Bank 

Closing Date shall be used. Thereafter, the rate shall be adjusted to the rate determined by the 

Receiver to be equal to the Investment Rate on such Treasury Bills in effect as of the first day of 

each succeeding calendar quarter during which interest accrues as published by the United States 

Treasury on the TreasuryDirect.gov website. 

"Shared-Loss Agreements" means, if any, the Single Family Shared-Loss Agreement 

attached hereto as Exhibit 4.15A and, if any, the Commercial Shared-Loss Agreement, attached 

hereto as Exhibit 4.15B. 

"Subsidiary" has the meaning set forth in § 3(w)(4) of the Federal Deposit Insurance 

Act, 12 U.S.C. § 1813(w)(4), as amended. 

ARTICLE II. ASSUMPTION OF LIABILITIES. 

2.1. Liabilities Assumed by Assuming Institution. The Assuming Institution 

expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to 

pay, perform and discharge, all of the following liabilities of the Failed Bank as of the Bank 

Closing Date, except as otherwise provided in this Agreement (such liabilities referred to as 

"Liabilities Assumed"): 

(a) Assumed Deposits, except those Deposits specifically listed on 

Schedule 2.1 (a); provided, that as to any Deposits of public money which are Assumed Deposits, 

the Assuming Institution agrees to properly secure such Deposits with such Assets as appropriate 

which, prior to the Bank Closing Date, were pledged as security by the Failed Bank, or with 

assets of the Assuming Institution, if such securing Assets, if any, are insufficient to properly 

secure such Deposits; 

(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 

amount of any liability assumed pursuant to this Section 2.1 (b) shall be limited to the market 

value of the Assets securing such liability as determined by the Receiver; 

(c) all borrowings from, and obligations and indebtedness to, Federal Reserve 

Banks and Federal Home Loan Banks, if any, whether currently owed, or conditional or not yet 

matured, including but not limited to, if applicable, (i) advances, including principal, interest, 

and any prepayment fees, costs and expenses; (ii) letters of credit, including any reimbursement 

obligations; (iii) acquired member assets programs, including representations, warranties, credit 

enhancement obligations and servicing obligations; (iv) affordable housing programs, including 

retention agreements and other contracts and monitoring obligations; (v) swaps and other 

derivatives; and (vi) safekeeping and custody agreements, provided, that the assumption of any 

liability pursuant to this Section 2.1(c) 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 the Bank 

Closing Date, if any; 

(d) ad valorem taxes applicable to any Asset, if any; provided, that the 

assumption of any ad valorem taxes pursuant to this Section 2.1(d) shall be limited to an amount 

equal to the market value of the Asset to which such taxes apply as determined by the Receiver; 

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(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 the Bank Closing Date); provided, that the 

assumption of any liability pursuant to this Section 2.1 (e) shall be limited to the market value of 

the Assets securing such liability as determined by the Receiver; 

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

(g) liabilities for any acceptance or commercial letter of credit provided, that 

the assumption of any liability pursuant to this Section 2.1(g) shall be limited to the market value 

of the Assets securing such liability as determined by the Receiver; 

(h) liabilities for any "standby letters of credit" as defined in 12 C.F .R. 

§ 337.2(a) issued on the behalf of any Obligor of a Loan acquired hereunder by the Assuming 

Institution, but excluding any other standby letters of credit; 

(i) duties and obligations assumed pursuant to this Agreement including 

without limitation those relating to the Failed Bank's Records, credit card business, debit card 

business, stored value and gift card business, overdraft protection plans, safe deposit business, 

safekeeping business and trust business, if any; 

G) liabilities, if any, for Commitments; 

(k) liabilities, if any, for amounts owed to any Acquired Subsidiary; 

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

(m) duties and obligations under any contract pursuant to which the Failed Bank 

provides mortgage servicing for others, or any contract pursuant to which mortgage servicing is 

provided to the Failed Bank by others, including (i) any seller obligations, seller origination and 

repurchase obligations, and (ii) any GSE seller or servicer obligations, provided that, if the 

Assuming Institution is not an approved GSE servicer, or does not intend or is unable to become 

an approved GSE servicer, the Assuming Institution will cooperate with the Receiver and the 

GSE to effect the transfer of any such servicing obligations to a GSE-approved servicer. 

2.2. Interest on Deposit Liabilities. The Assuming Institution agrees that, from and 

after the Bank Closing Date, it will accrue and pay interest on Assumed Deposits pursuant to 

Section 2.1 at a rate(s) it shall determine; provided, that for non-transaction Deposit liabilities 

such rate(s) shall not be less than the lowest rate offered by the Assuming Institution to its 

depositors for non-transaction deposit accounts. The Assuming Institution shall permit each 

depositor to withdraw, without penalty for early withdrawal, all or any portion of such 

depositor's Deposit, whether or not the Assuming Institution elects to pay interest in accordance 

with any deposit agreement fonnerly existing between the Failed Bank and such depositor; and 

further provided, that if such Deposit has been pledged to secure an obligation of the depositor or 

other party, any withdrawal thereof shall be subject to the terms of the agreement governing such 

pledge. The Assuming Institution shall give notice to such depositors as provided in Section 5.3 

of the rate(s) of interest which it has determined to pay and of such withdrawal rights. 

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2.3. Unclaimed Deposits. 

(a) Final Legal Notice. Fifteen (15) months following the Bank Closing Date, 

the Assuming Institution will provide the Receiver a listing of all deposit accounts, including the 

type of account, not claimed by the depositor. The Receiver will review the list and authorize 

the Assuming Institution to act on behalf of the Receiver to send a Final Legal Notice in a fonn 

substantially similar to Exhibit 2.3A (the "Final Legal Notice") to the owner(s) of the unclaimed 

deposits reminding them of the need to claim or arrange to continue their account(s) with the 

Assuming Institution. The Assuming Institution will send the Final Legal Notice to the 

depositors within thirty (30) days following notification of the Receiver's authorization. The 

Assuming Institution will prepare an Affidavit of Mailing in a form substantially similar to 

Exhibit 2.3B and will forward the Affidavit of Mailing to the Receiver after mailing out the Final 

Legal Notice to the owner(s) of unclaimed deposit accounts. 

(b) Unclaimed Deposits. If, within eighteen (18) months after the Bank 

Closing Date, any depositor of the Failed Bank does not claim or arrange to continue such 

depositor's Assumed Deposits at the Assuming Institution, the Assuming Institution shall, within 

fifteen (15) Business Days after the end of such eighteen (18) month period, (i) refund to the 

Receiver the full amount of each such Deposit (without reduction for service charges), (ii) 

provide to the Receiver a schedule of all such refunded Deposits in such form as may be 

prescribed by the Receiver, and (iii) assign, transfer, convey, and deliver to the Receiver, all 

right, title and interest of the Assuming Institution in and to the Records previously transferred to 

the Assuming Institution and other records generated or maintained by the Assuming Institution 

pertaining to such Deposits. During such eighteen (18) month period, at the request of the 

Receiver, the Assuming Institution promptly shall provide to the Receiver schedules of 

unclaimed Deposits in such form as may be prescribed by the Receiver. 

2.4. Employee Plans. Except as provided in Section 4.12, the Assuming Institution 

shall have no liabilities, obligations or responsibilities under the Failed Bank's health care, 

bonus, vacation, pension, profit sharing, deferred compensation, 401k or stock purchase plans or 

similar plans, if any, unless the Receiver and the Assuming Institution agree otherwise 

subsequent to the date of this Agreement. 

ARTICLE III. PURCHASE OF ASSETS. 

3.1. Assets Purchased by Assuming Institution. With the exception of certain assets 

expressly excluded in Sections 3.5 and 3.6 and, if applicable, listed on Schedule 3.5(1) the 

Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns, 

transfers, conveys and delivers to the Assuming Institution, all right, title and interest of the 

Receiver in and to all of the assets (real, personal and mixed, wherever located and however 

acquired) including all subsidiaries, joint ventures, partnerships and any and all other business 

combinations or arrangements, whether active, inactive, dissolved or terminated, of the Failed 

Bank whether or not reflected on the books of the Failed Bank as of the Bank Closing Date. 

Assets are purchased hereunder by the Assuming Institution subject to all liabilities for 

indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 2.1. 

3.2. Asset Purchase Price. 

(a) Determination of Asset Purchase Price. All Assets and assets of the Failed 

Bank subject to an option to purchase by the Assuming Institution shall be purchased for the 

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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 on the Failed Bank Records before the Bid Valuation Date 

shall be purchased at a price of zero. The purchase price for Acquired Subsidiaries shall be 

adjusted pursuant to Section 4.6(i)(iv), if applicable. 

(b) Purchase Price for Securities. The purchase price for securities (other than 

the capital stock of any Acquired Subsidiary and Federal Home Loan Bank stock) purchased 

under Section 3.1 by the Assuming Institution shall be the market value thereof as of the Bank 

Closing Date, which market value shall be (i) the market price for each such security quoted at 

the close of the trading day effective on the Bank Closing Date as published electronically by 

Bloomberg, L.P., or alternatively, at the discretion of the Receiver, IDC/Financial Times (FT) 

Interactive Data; (ii) provided that if such market price is not available for any such security, the 

Assuming Institution will submit a bid for each such security within three days of 

notification/bid request by the Receiver (unless a different time period is agreed to by the 

Assuming Institution and the Receiver) and the Receiver, in its sole and absolute discretion, will 

accept or reject each such bid; and (iii) further provided that in the absence of an acceptable bid 

from the Assuming Institution, each such security shall not pass to the Assuming Institution and 

shall be deemed to be an excluded asset hereunder and listed on Schedule 3.5(1). 

(c) Purchase Price for Qualified Financial Contracts. Qualified Financial 

Contracts shall be purchased at market value determined in accordance with the terms of 

Exhibit 3.2(c). Any costs associated with such valuation shall be shared equally by the Receiver 

and the Assuming Institution. 

3.3. Manner of Conveyance; Limited Warrantv~ Nonrecourse; Etc. THE 

CONVEYANCE OF ALL ASSETS, INCLUDING REAL AND PERSONAL PROPERTY 

INTERESTS, PURCHASED BY THE ASSUMING INSTITUTION UNDER THIS 

AGREEMENT SHALL BE MADE, AS NECESSARY, BY RECEIVER'S DEED OR 

RECEIVER'S BILL OF 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, VALUE, COLLECTIBILITY, 

GENUINENESS, ENFORCEABILITY, DOCUMENTATION, CONDITION 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 the Bank Closing Date. During the thirty (30)­

day period following the Bank Closing Date and only during such period (which thirty (30)-day 

period may be extended in writing in the sole and absolute discretion of the Receiver for any 

Loan), in accordance with this Section 3.4, the Assuming Institution shall be entitled to require 

the Receiver to purchase any Deposit Secured Loan transferred to the Assuming Institution 

pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other 

insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or 

deficient documentation regarding such collateral; provided that with regard to any Deposit 

Secured Loan secured by an Assumed Deposit: 

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(i) no such purchase may be required until any Deposit setoff 

determination, whether voluntary or involuntary, has been made; and 

(ii) the Assuming Institution shall be entitled to require the Receiver to 

purchase, within a reasonable time, any remaining overdraft transferred to the Assuming 

Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the 

Bank Closing Date and which was made after the Bid Valuation Date and not made 

pursuant to an overdraft protection plan or similar extension of credit. 

Notwithstanding the foregoing, the Assuming Institution shall not have the 

right to require the Receiver to purchase any Loan if (i) the Obligor with respect to such Loan is 

an Acquired Subsidiary, or (ii) the Assuming Institution has: 

(A) made any advance in accordance with the terms of a 

Commitment or otherwise with respect to such Loan; 

(B) taken any action that increased the amount of a Related 

Liability with respect to such Loan over the amount of such liability immediately 

prior to the time of such action; 

(C) created or permitted to be created any Lien on such Loan 

which secures indebtedness for money borrowed or which constitutes a 

conditional sales agreement, capital lease or other title retention agreement; 

(D) entered into, agreed to make, grant or permit, or made, 

granted or permitted any modification or amendment to, any waiver or extension 

with respect to, or any renewal, refinancing or refunding of, such Loan or related 

Credit Documents or collateral, including, without limitation, any act or omission 

which diminished such collateral; or 

(E) sold, assigned or transferred all or a portion of such Loan to 

a third party (whether with or without recourse). 

(iii) The Assuming Institution shall transfer all such Assets to the 

Receiver without recourse, and shall indemnify the Receiver against any and all claims of 

any Person claiming by, through or under the Assuming Institution with respect to any 

such Asset, as provided in Section 12.4. 

(b) Puts Prior to the Settlement Date. During the period from the Bank 

Closing Date to and including the Business Day immediately preceding the Settlement Date, the 

Assuming Institution shall be entitled to require the Receiver to purchase any Asset which the 

Assuming Institution can establish is evidenced by forged or stolen instruments as of the Bank 

Closing Date; provided that the Assuming Institution shall not have the right to require the 

Receiver to purchase any such Asset with respect to which the Assuming Institution has taken 

any action referred to in Section 3.4(a)(ii) with respect to such Asset. The Assuming Institution 

shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver 

against any and all claims of any Person claiming by, through or under the Assuming Institution 

with respect to any such Asset, as provided in Section 12.4. 

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(c) Notices to the Receiver. In the event that the Assuming Institution elects 

to require the Receiver to purchase one or more Assets, the Assuming Institution shall deliver to 

the Receiver a notice (a "Put Notice") which shall include: 

(i) a list of all Assets that the Assuming Institution requues 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 ofthe applicable Put Date. 

Such notice shall be in the form prescribed by the Receiver or such other 

form to which the Receiver shall consent. As provided in Section 9.6, the Assuming Institution 

shall deliver to the Receiver such documents, Credit Files and such additional information 

relating to the subject matter of the Put Notice as the Receiver may request and shall provide to 

the Receiver full access to all other relevant books and Records. 

(d) Purchase by Receiver. The Receiver shall purchase Assets that are 

specified in the Put Notice and shall assume Related Liabilities with respect to such Assets, and 

the transfer of such Assets and Related Liabilities shall be effective as of a date determined by 

the Receiver which date shall not be later than thirty (30) days after receipt by the Receiver of 

the Put Notice (the "Put Date"). 

(e) Purchase Price and Payment Date. Each Asset purchased by the Receiver 

pursuant to this Section 3.4 shall be purchased at a price equal to the Repurchase Price of such 

Asset less the Related Liability Amount applicable to such Asset, in each case determined as of 

the applicable Put Date. If the difference between such Repurchase Price and such Related 

Liability Amount is positive, then the Receiver shall pay to the Assuming Institution the amount 

of such difference; if the difference between such amounts is negative, then the Assuming 

Institution shall pay to the Receiver the amount of such ditTerence. The Assuming Institution or 

the Receiver, as the case may be, shall pay the purchase price determined pursuant to this Section 

3.4(e) 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. 

(t) Servicing. The Assuming Institution shall administer and manage any 

Asset subject to purchase by the Receiver in accordance with usual and prudent banking 

standards and business practices until such time as such Asset is purchased by the Receiver. 

(g) Reversals. In the event that the Receiver purchases an Asset (and assumes 

the Related Liability) that it is not required to purchase pursuant to this Section 3.4, the 

Assuming Institution shall repurchase such Asset (and assume such Related Liability) from the 

Receiver at a price computed so as to achieve the same economic result as would apply if the 

Receiver had never purchased such Asset pursuant to this Section 3.4. 

3.5. Assets Not Purchased by Assuming Institution. The Assuming Institution does 

not purchase, acquire or assume, or (except as otherwise expressly provided in this Agreement) 

obtain an option to purchase, acquire or assume under this Agreement: 

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(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 the Bank Closing Date 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 the Bank Closing Date, 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 the Bank 

Closing Date; 

(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 Failed Bank Records as of the Bank Closing Date 

as a general or specific loss reserve or contingency account, if any; 

(f) leased or owned Bank Premises and leased or owned Fixtures, Furniture 

and Equipment located on leased or owned Bank Premises, if any; provided that the Assuming 

Institution does obtain an option under Sections 4.6, 4.7 or 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.P.R. § 304.3, 

and other intangibles (other than intellectual property); 

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

Bank; 

U) any and all prepaid fees or any other income as shown on the books and 

Records of the Failed Bank, but not taken into income as of the Bank Closing Date, associated 

with a line of business of the Failed Bank which is not assumed pursuant to this Agreement; 

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

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(1) any banker's bank stock, and the securities listed on the attached Schedule 

Dill; 

(m) reserved; and 

(n) prepaid accounts associated with any contract or agreement that the 

Assuming Institution either does not directly assume pursuant to the terms of this Agreement nor 

has an option to assume under Section 4.8. 

3.6. Retention or Repurchase of Assets Essential to Receiver. 

(a) The Receiver may refuse to sell to the Assuming Institution, or the 

Assuming Institution agrees, at the request of the Receiver set forth in a written notice to the 

Assuming Institution, to sell, assign, transfer, convey, and deliver to the Receiver, all of the 

Assuming Institution's right, title and interest in and to, any Asset or asset essential to the 

Receiver as determined by the Receiver in its discretion (together with all Credit Documents 

evidencing or pertaining thereto), which may include any Asset or asset that the Receiver 

determines to be: 

(i) made to an officer, director, or other Person engaging in the affairs 

of the Failed Bank, its Subsidiaries or Affiliates or any related entities of any of the 

foregoing; 

(ii) the subject of any investigation relating to any claim with respect 

to any item described in Section 3.5(a) or (b), or the subject of, or potentially the subject 

of, any legal proceedings; 

(iii) made to a Person who is an Obligor on a loan owned by the 

Receiver or the Corporation in its corporate capacity or its capacity as receiver of any 

institution; 

(iv) secured by collateral which also secures any asset owned by the 

Receiver; or 

(v) related to any asset of the Failed Bank not purchased by the 

Assuming Institution under this Article III or any liability of the Failed Bank not assumed 

by the Assuming Institution under Article II. 

(vi) Each such Asset or asset purchased by the Receiver shall be 

purchased at a price equal to the Repurchase Price thereof less the Related Liability 

Amount with respect to any Related Liabilities related to such Asset or asset, in each case 

determined as of the date of the notice provided by the Receiver pursuant to Section 

3.6(a). The Receiver shall pay the Assuming Institution not later than the twentieth (20th) 

Business Day following receipt of related Credit Documents and Credit Files together 

with interest on such amount at the Settlement Interest Rate for the period from and 

including the date of receipt of such documents to and including the day preceding the 

day on which payment is made. The Assuming Institution agrees to administer and 

manage each such Asset or asset in accordance with usual and prudent banking standards 

and business practices until each such Asset or asset is purchased by the Receiver. All 

transfers with respect to Asset or assets under this Section 3.6 shall be made as provided 

in Section 9.6. The Assuming Institution shall transfer all such Assets or assets and 

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Related Liabilities to the Receiver without recourse, and shall indemnify the Receiver 

against any and all claims of any Person claiming by, through or under the Assuming 

Institution with respect to any such Asset or asset, as provided in Section 12.4. 

3.7. Receiver's Offer to Sell Withheld Loans. For the period of thirty (30) days 

commencing the day after the Bank Closing Date, the Receiver may sell, in its sole and absolute 

discretion, and the Assuming Institution, may purchase, in its sole and absolute discretion, at 

Book Value as of the Bank Closing Date, any Loans initially withheld from sale to the Assuming 

Institution pursuant to Sections 3.5 or 3. 6 of this Agreement. Except for the sales price, Loans 

sold under this section will be treated as if initially sold under Section 3.1 of this Agreement, and 

will be subject to all relevant terms of this Agreement as similarly situated Loans sold and 

transferred pursuant to this Agreement, provided that, no Loan shall be a Shared-Loss Loan 

pursuant to the Shared-Loss Agreements if it does not meet the definition of Shared-Loss Loan 

in the applicable Shared-Loss Agreement. Payment for Loans sold under this Section 3.7 will be 

handled through the settlement process pursuant to Article VIII. 

ARTICLE IV. ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 

4.1. Continuation of Banking Business. For the period commencing on the tl.rst 

banking Business Day after the Bank Closing Date and ending on the first anniversary of the 

Bank Closing Date, the Assuming Institution will provide full service banking in the trade area 

of the Failed Bank. Thereafter, the Assuming Institution may cease providing such banking 

services in the trade area of the Failed Bank, provided the Assuming Institution has received all 

necessary regulatory approvals, including the approval of the Receiver and, if applicable, the 

Corporation. At the option of the Assuming Institution, such banking services may be provided 

at any or all of the Bank Premises, or at other premises within such trade area, as determined by 

the Receiver. The Assuming Institution may open, close or sell branches upon receipt of the 

necessary regulatory approvals, provided that the Assuming Institution or its successors continue 

to provide banking services in the trade area during the period specified in this Section 4.1. The 

Assuming Institution will pay to the Receiver, upon the sale of a branch or branches within the 

year following the date of this Agreement, fifty percent (50%) of any franchise premium in 

excess of the franchise premium paid by the Assuming Institution with respect to such branch or 

branches. 

4.2. Credit Card Business. The Assuming Institution agrees to honor and perform, 

from and after the Bank Closing Date, all duties and obligations with respect to the Failed 

Bank's credit card business (including issuer or merchant acquirer) debit card business, stored 

value and gift card business, and/or processing related to credit cards, if any, and assumes all 

extensions of credit or balances outstanding as of the Bank Closing Date with respect to these 

lines ofbusiness. 

4.3. Safe Deposit Business. The Assuming Institution assumes and agrees to 

discharge, from and after the Bank Closing Date, 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 therefor 

paid to the Failed Bank, subject to the provisions of the rental agreements between the Failed 

Bank and the respective renters of such boxes; provided, that the Assuming Institution may 

relocate the Safe Deposit Boxes of the Failed Bank to any office of the Assuming Institution 

located in the trade area of the branch of the Failed Bank in which such Safe Deposit Boxes were 

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located, as determined by the Receiver. The Safe Deposit Boxes shall be located and maintained 

in such trade area for a minimum of one year from the Bank Closing Date. 

4.4. Safekeeoine: Business. The Receiver transfers, conveys and delivers to the 

Assuming Institution and the Assuming Institution accepts all securities and other items, if any, 

held by the Failed Bank in safekeeping for its customers as of the Bank Closing Date. The 

Assuming Institution assumes and agrees to honor and discharge, from and after the Bank 

Closing Date, the duties and obligations of the Failed Bank with respect to such securities and 

items held in safekeeping. The Assuming Institution shall provide to the Receiver written 

verification of all assets held by the Failed Bank for safekeeping within sixty (60) days after the 

Bank Closing Date. The assets held for safekeeping by the Failed Bank shall be held and 

maintained by the Assuming Institution in the trade area of the Failed Bank for a minimum of 

one year from the Bank Closing Date. At the option of the Assuming Institution, the safekeeping 

business may be provided at any or all of the Bank Premises, or at other premises within such 

trade area, as determined by the Receiver. The Assuming Institution shall be entitled to all rights 

and benefits which accrue after the Bank Closing Date with respect to securities and other items 

held in safekeeping. 

4.5. Trust Business. 

(a) Assuming Institution as Successor. The Assuming Institution shall, 

without further transfer, substitution, act or deed, to the full extent permitted by law, succeed to 

the rights, obligations, properties, assets, investments, deposits, agreements, and trusts of the 

Failed Bank under trusts, executorships, administrations, guardianships, and agencies, and other 

fiduciary or representative capacities, all to the same extent as though the Assuming Institution 

had assumed the same from the Failed Bank prior to the Bank Closing Date; 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) Wills and Appointments. The Assuming Institution shall, to the full extent 

permitted by law, succeed to, and be entitled to take and execute, the appointment to all 

executorships, trusteeships, guardianships and other fiduciary or representative capacities to 

which the Failed Bank is or may be named in wills, whenever probated, or to which the Failed 

Bank is or may be named or appointed by any other instrument. 

(c) Transfer of Trust Business. In the event additional proceedings of any kind 

are necessary to accomplish the transfer of such trust business, the Assuming Institution agrees 

that, at its own expense, it will take whatever action is necessary to accomplish such transfer. 

The Receiver agrees to use reasonable efforts to assist the Assuming Institution in accomplishing 

such transfer. 

(d) Verification of Assets. The Assuming Institution shall provide to the 

Receiver written verification of the assets held in connection with the Failed Bank's trust 

business within sixty (60) days after the Bank Closing Date. 

4.6. Bank Premises. 

(a) Option to Purchase. Subject to Section 3.5, the Receiver hereby grants to 

the Assuming Institution an exclusive option for the period of ninety (90) days commencing the 

day after the Bank Closing Date to purchase any or all owned Bank Premises, including all 

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Fixtures, Furniture and Equipment located on the Bank Premises. The Assuming Institution shall 

give written notice to the Receiver within the option period of its election to purchase or not to 

purchase any of the owned Bank Premises. Any purchase of such premises shall be effective as 

of the date of the Bank Closing Date and such purchase shall be consummated as soon as 

practicable thereafter, and in no event later than the Settlement Date. If the Assuming Institution 

gives notice of its election not to purchase one or more of the owned Bank Premises within seven 

(7) days of the Bank Closing Date, then, notwithstanding any other provision of this Agreement 

to the contrary, the Assuming Institution shall not be liable for any of the costs or fees associated 

with Fair Market Value appraisals for such Bank Premises and associated Fixtures, Furniture and 

Equipment. 

(b) Option to Lease. The Receiver hereby grants to the Assuming Institution 

an exclusive option for the period of ninety (90) days commencing the day after the Bank 

Closing Date to cause the Receiver to assign to the Assuming Institution any or all leases for 

leased Bank Premises, if any, which have been continuously occupied by the Assuming 

Institution from the Bank Closing Date 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. 

The Assuming Institution shall give notice to the Receiver within the option period of its election 

to accept or not to accept an assignment of any or all leases (or enter into new leases in lieu 

thereof). The Assuming Institution agrees to assume all leases assigned (or enter into new leases 

in lieu thereof) pursuant to this Section 4.6. If the Assuming Institution gives notice of its 

election not to accept an assignment of a lease for one or more of the leased Bank Premises 

within seven (7) days of the Bank Closing Date, then, notwithstanding any other provision of this 

Agreement to the contrary, the Assuming Institution shall not be liable for any of the costs or 

fees associated with Fair Market Value appraisals for the Fixtures, Furniture and Equipment 

located on such leased Bank Premises. 

(c) Facilitation. The Receiver agrees to facilitate the assumption, assignment 

or sublease of leases or the negotiation of new leases by the Assuming Institution; provided that 

neither the Receiver nor the Corporation shall be obligated to engage in litigation, make 

payments to the Assuming Institution or to any third party in connection with facilitating any 

such assumption, assignment, sublease or negotiation or commit to any other obligations to third 

parties. 

(d) Occupancy. The Assuming Institution shall give the Receiver fifteen (15) 

days prior written notice of its intention to vacate prior to vacating any leased Bank Premises 

with respect to which the Assuming Institution has not exercised the option provided in Section 

4.6(b). Any such notice shall be deemed to terminate the Assuming Institution's option with 

respect to such leased Bank Premises. 

(e) Occupancy Costs. 

(i) The Assuming Institution agrees to pay to the Receiver, or to 

appropriate third parties at the direction of the Receiver, during and for the period of any 

occupancy by it of (x) owned Bank Premises the market rental value, as determined by 

the appraiser selected in accordance with the definition of Fair Market Value, and all 

operating costs, and (y) leased Bank Premises, all operating costs with respect thereto and 

to comply with all relevant terms of applicable leases entered into by the Failed Bank, 

including without limitation the timely payment of all rent. Operating costs include, 

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without limitation all taxes, fees, charges, maintenance, utilities, insurance and 

assessments, to the extent not included in the rental value or rent. If the Assuming 

Institution elects to purchase any owned Bank Premises in accordance with Section 

4.6(a), the amount of any rent paid (and taxes paid to the Receiver which have not been 

paid to the taxing authority and for which the Assuming Institution assumes liability) by 

the Assuming Institution with respect thereto shall be applied as an o±Tset against the 

purchase price thereof 

(ii) The Assuming Institution agrees during the period of occupancy 

by it of owned or leased Bank Premises, to pay to the Receiver rent for the use of all 

owned or leased Furniture and Equipment and all owned or leased Fixtures located on 

such Bank Premises for the period of such occupancy. Rent for such property owned by 

the Failed Bank shall be the market rental value thereof, as determined by the Receiver 

within sixty (60) days after the Bank Closing Date. Rent for such leased property shall be 

an amount equal to any and all rent and other amounts which the Receiver incurs or 

accrues as an obligation or is obligated to pay for such period of occupancy pursuant to 

all leases and contracts with respect to such property. If the Assuming Institution 

purchases any owned Furniture and Equipment or owned Fixtures in accordance with 

Section 4.6(±) or 4.6(h), the amount of any rents paid by the Assuming Institution with 

respect thereto shall be applied as an offset against the purchase price thereof 

(t) Certain Requirements as to Fixtures, Furniture and Equipment. If the 

Assuming Institution purchases owned Bank Premises or accepts an assignment of the lease (or 

enters into a sublease or a new lease in lieu thereat) for leased Bank Premises as provided in 

Section 4.6(a) or 4.6(b), or if the Assuming Institution does not exercise such option but within 

twelve (12) months following the Bank Closing Date 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 4.6(b), the Assuming Institution shall (i) effective as of the Bank Closing Date, 

purchase from the Receiver all Fixtures, Furniture and Equipment owned by the Failed Bank at 

Fair Market Value and located thereon as of the Bank Closing Date, (ii) accept an assignment or 

a sublease of the leases or negotiate new leases for all Fixtures, Furniture and Equipment 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 Fixtures, 

Furniture and Equipment or repudiated the leases referred to in clause (ii) or (iii). 

(g) Vacating Premises. 

(i) If the Assuming Institution elects not to purchase any owned Bank 

Premises, the notice of such election in accordance with Section 4.6(a) shall specify the 

date upon which the Assuming Institution's occupancy of such premises shall terminate, 

which date shall not be later than ninety (90) days after the date of the Assuming 

Institution's notice not to exercise such option. The Assuming Institution shall be 

responsible for promptly relinquishing and releasing to the Receiver such premises and 

the Fixtures, Furniture and Equipment located thereon which existed at the time of the 

Bank Closing Date, in the same condition as at the Bank Closing Date and at the 

premises where they were inventoried at the Bank Closing Date, normal wear and tear 

excepted. Any of the aforementioned which is missing will be charged to the Assuming 

Institution at the item's Fair Market Value as determined in accordance with this 

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Agreement. By occupying any such premises after the expiration of such ninety (90)-day 

period, the Assuming Institution shall, at the Receiver's option, (x) be deemed to have 

agreed to purchase such Bank Premises, and to assume all leases, obligations and 

liabilities with respect to leased Furniture and Equipment and leased Fixtures located 

thereon and any ground lease with respect to the land on which such premises are located, 

and (y) be required to purchase all Fixtures, Furniture and Equipment owned by the 

Failed Bank and located on such premises as of the Bank Closing Date. 

(ii) If the Assuming Institution elects not to accept an assignment of 

the lease or sublease any leased Bank Premises, the notice of such election in accordance 

with Section 4.6(b) shall specify the date upon which the Assuming Institution's 

occupancy of such leased Bank Premises shall terminate, which date shall not be later 

than ninety (90) days after the date of the Assuming Institution's notice not to exercise 

such option. Upon vacating such premises, the Assuming Institution shall be liable for 

relinquishing and releasing to the Receiver such premises and the Fixtures and the 

Furniture and Equipment located thereon which existed at the time of the Bank Closing 

Date, in the same condition as at the Bank Closing Date, and at the premises where they 

were inventoried at Bank closing, normal wear and tear excepted. Any of the 

aforementioned which is missing will be charged to the Assuming Institution at the 

item's Fair Market Value as determined in accordance with this Agreement. By failing to 

provide notice of its intention to vacate such premises prior to the expiration of the option 

period specified in Section 4.6(b ), or by occupying such premises after the ninety (90)­

day period specified above in this Section 4.6(g)(ii), the Assuming Institution shall, at the 

Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities 

with respect to such premises (including any ground lease with respect to the land on 

which premises are located), and leased Furniture and Equipment and leased Fixtures 

located thereon in accordance with this Section 4.6 (unless the Receiver previously 

repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and 

Equipment owned by the Failed Bank at Fair Market Value and located on such premises 

as of the Bank Closing Date. 

(h) Furniture and Equipment and Certain Other Equipment. The Receiver 

hereby grants to the Assuming Institution an option to purchase all Furniture and Equipment 

owned by the Failed Bank at Fair Market Value and located at any leased or owned Bank 

Premises that the Assuming Institution elects to vacate or which it could have, but did not 

occupy, pursuant to this Section 4.6; provided that, the Assuming Institution shall give the 

Receiver notice of its election to purchase such property at the time it gives notice of its intention 

to vacate such Bank Premises or within ten (1 0) days after the Bank Closing Date for Bank 

Premises it could have, but did not, occupy. 

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

Equipment. 

(i) For a period of ninety (90) days following the Bank Closing Date, 

the Assuming Institution shall be entitled to require the Receiver to purchase any Bank 

Premises that is owned, directly or indirectly, by an Acquired Subsidiary and the 

purchase price paid by the Receiver shall be the Fair Market Value of the Bank Premises. 

(ii) If the Assuming Institution elects to require the Receiver to 

purchase any Bank Premises that is owned, directly or indirectly, by an Acquired 

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Subsidiary, the Assuming Institution shall also have the option, exercisable within the 

same ninety (90) day time period, to require the Receiver to purchase any Fixtures, 

Furniture and Equipment that is owned, directly or indirectly, by an Acquired Subsidiary 

which is located on such Bank Premises and was utilized by the Failed Bank for banking 

purposes. The purchase price paid by the Receiver shall be the Fair Market Value of the 

Fixtures, Furniture and Equipment purchased. 

(iii) In the event the Assuming Institution elects to exercise its options 

under this Section 4.6(i), the Assuming Institution shall pay to the Receiver occupancy 

costs in accordance with Section 4.6(e) and shall vacate the Bank Premises in accordance 

with Section 4.6(g)(i). 

(iv) Regardless of whether the Assuming Institution exercises any of its 

options under this Section 4.6(i), the purchase price for the Acquired Subsidiary shall be 

adjusted by the difference between the Fair Market Value of the Bank Premises and 

Fixtures, Furniture and Equipment utilized by the Failed Bank for banking purposes and 

their respective Book Value as reflected of the books and records of the Acquired 

Subsidiary. Such adjustment shall be made in accordance with Article VIII of this 

Agreement. 

4.7. Agreement with Respect to Leased Data Management Equipment. 

(a) Option. The Receiver hereby grants to the Assuming Institution an 

exclusive option for the period of ninety (90) days commencing the day after Bank Closing to 

accept an assignment from the Receiver of all Leased Data Management Equipment. 

(b) Notices Regarding Leased Data Management Equipment. The Assuming 

Institution shall (i) give written notice to the Receiver within the option period specified in 

Section 4.7(a) of its intent to accept or decline an assignment or sublease of all Leased Data 

Management Equipment and promptly accept an assignment or sublease of such Leased Data 

Management Equipment, and (ii) give written notice to the appropriate lessor(s) that it has 

accepted an assignment or sublease of any such Leased Data Management Equipment that is 

subject to a lease. 

(c) Facilitation by Receiver. The Receiver agrees to facilitate the assignment 

or sublease of Leased Data Management Equipment or the negotiation of new leases or license 

agreements by the Assuming Institution; provided, that neither the Receiver nor the Corporation 

shall be obligated to engage in litigation, make payments to the Assuming Institution or to any 

third party in connection with facilitating any such assumption, assignment, sublease or 

negotiation or commit to any other obligations to third parties. 

(d) Operating Costs. The Assuming Institution agrees, during its period of use 

of any Leased Data Management Equipment, to pay to the Receiver or to appropriate third 

parties at the direction of the Receiver all operating costs with respect thereto and to comply with 

all relevant terms of any existing Leased Data Management Equipment leases entered into by the 

Failed Bank, including without limitation the timely payment of all rent, taxes, fees, charges, 

maintenance, utilities, insurance and assessments. 

(e) Assuming Institution's Obligation. The Assuming Institution shall, not 

later than fifty (50) days after giving the notice provided in Section 4.7(b ), (i) relinquish and 

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release to the Receiver or, at the direction of the Receiver, to a third party, all Leased Data 

Management Equipment, in the same condition as at Bank Closing, normal wear and tear 

excepted, or (ii) accept an assignment or a sublease of any existing Leased Data Management 

lease or negotiate a new lease or license agreement under this Section 4.7 with respect to Leased 

Data Management Equipment. 

(f) Data Removal. The Assuming Institution shall, prior to returning any 

Leased Data Management Equipment, and unless otherwise requested by the Receiver, 

(i) remove all data from the Leased Data Management Equipment and (ii) provide a written 

statement to the Receiver that all data has been removed in a manner that renders it 

unrecoverable. 

4.8. Certain Existing Agreements. 

(a) Assumption of Agreements. Subject to the provisions of Section 4.8(b ), 

with respect to agreements existing as of the Bank Closing Date which provide for the rendering 

of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the 

Assuming Institution shall give the Receiver written notice specifying whether it elects to 

assume or not to assume each such agreement. Except as may be otherwise provided in this 

Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for 

a period commencing on the day after the Bank Closing Date 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 the Bank Closing Date, and (ii) in the case of an agreement that provides for the 

rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming 

Institution has given notice to the Receiver of its election not to assume such agreement; 

provided that the Receiver can reasonably make such service agreements available to the 

Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have 

assumed agreements for which no notification is timely given The Receiver agrees to assign, 

transfer, convey and deliver to the Assuming Institution all right, title and interest of the 

Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event 

the Assuming Institution elects not to accept an assignment of any lease (or sublease) or 

negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy 

such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related 

to such premises. The Assuming Institution agrees, during the period it has the use or benefit of 

any such agreement, promptly to pay to the Receiver or to appropriate third parties at the 

direction of the Receiver all operating costs with respect thereto and to comply with all relevant 

terms of such agreement. 

(b) Excluded Agreements. The prov1s1ons of Section 4.8(a) regarding the 

Assuming Institution's election to assume or not assume certain agreements shall not apply to (i) 

agreements pursuant to which the Failed Bank provides mortgage servicing for others or 

mortgage servicing is provided to the Failed Bank by others, (ii) agreements maintained between 

the Failed Bank and MERSCORP, Inc., or its wholly owned subsidiary, Mortgage Electronic 

Registration Systems, Inc., (iii) 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 (iv) consulting, management or employment agreements, if any, between the Failed Bank 

and its employees or other Persons. Except as otherwise expressly set forth elsewhere in this 

Agreement, the Assuming Institution does not assume any liabilities or acquire any rights under 

any ofthe agreements described in this Section 4.8(b). 

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4.9. Informational Tax Reporting. The Assuming Institution agrees to perform all 

obligations of the Failed Bank with respect to Federal and State income tax informational 

reporting 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 the Bank 

Closing Date, (iii) miscellaneous payments made to vendors of the Failed Bank, and (iv) any 

other asset or liability of the Failed Bank, including, without limitation, loans not purchased and 

Deposits not assumed by the Assuming Institution, as may be required by the Receiver. 

4.10. Insurance. 

(a) Assuming Institution to Insure. The Assuming Institution will obtain and 

maintain insurance coverage acceptable to the Receiver (including public liability, fire, and 

extended coverage insurance) naming the Assuming Institution as the insured and the Receiver 

as additional insured, effective from and after the Bank Closing Date, with respect to all (i) Bank 

Premises that the Assuming Institution occupies, and (ii) Fixtures, Furniture and Equipment and 

Leased Data Management Equipment located on those Bank Premises. 

(b) Rights of Receiver. If the Assuming Institution at any time from or after 

Bank Closing Date fails to (i) obtain or maintain any of the insurance policies required by 

Section 4.10(a), (ii) pay any premium in whole or in part related to those insurance policies, or 

(iii) provide evidence of those insurance policies acceptable to the Receiver, then the Receiver 

may in its sole and absolute discretion, without notice, and without waiving or releasing any 

obligation or liability of the Assuming Institution, obtain and maintain insurance policies, pay 

insurance premiums and take any other actions with respect to the insurance coverage as the 

Receiver deem advisable. The Assuming Institution will reimburse the Receiver for all sums 

disbursed in connection with this Section 4.1 O(b). 

4.11. Office Space for Receiver and Corporation; Certain Payments. 

(a) FDIC Office Space. For the period commencing on the day following the 

Bank Closing Date and ending on the one hundred eightieth (180th) day following the Bank 

Closing Date, the Assuming Institution will 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) (collectively, "FDIC Office Space") at the Bank Premises 

occupied by the Assuming Institution for the Receiver and the Corporation to use in the 

discharge of their respective functions with respect to the Failed Bank. 

(b) Receiver's Right to Extend. Upon written notice by the Receiver or the 

Corporation, for the period commencing on the one hundred eighty first (181 st) day following 

the Bank Closing Date and ending no later than the three hundred and sixty-fifth (365th) day 

following the Bank Closing Date, the Assuming Institution will continue to provide to the 

Receiver and the Corporation FDIC Office Space at the Bank Premises. During the period from 

the 181 st day following the Bank Closing Date until the day the FDIC and the Corporation 

vacate FDIC Office Space, the Receiver and the Corporation will pay to the Assuming Institution 

their respective pro rata share (based on square footage occupied) of (A) the market rental value 

for the applicable owned Bank Premises or (B) actual rent paid for applicable leased Bank 

Premises. 

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(c) Receiver's Relocation Right. If the Receiver or the Corporation determine 

that the space provided by the Assuming Institution is inadequate or unsuitable, the Receiver and 

the Corporation may relocate to other quarters having adequate and suitable FDIC Office Space 

and the costs of relocation and any rental and utility costs for the balance of the period of 

occupancy by the Receiver and the Corporation shall be borne by the Assuming Institution. 

(d) Expenditures. The Assuming Institution will pay such bills and invoices 

on behalf of the Receiver and the Corporation as the Receiver or the Corporation may direct for 

the period beginning on the date of the Bank Closing Date and ending on Settlement Date. The 

Assuming Institution shall submit its requests for reimbursement of such expenditures pursuant 

to Article VIII of this Agreement. 

4.12. Continuation of Group Health Plan Coverage for Former Employees of the 

Failed Bank. 

(a) Continuation Coverage. The Assuming Institution agrees to assist the 

Receiver, as provided in this Section 4.12, in offering individuals who were employees or former 

employees of the Failed Bank, or any of its Subsidiaries, and who, immediately prior to the Bank 

Closing Date, 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 Federal Insurance Administration 

Continuation Coverage Plan which provides for health insurance continuation coverage to such 

Eligible Individuals and other persons who are qualified beneficiaries of the Failed Bank 

("Qualified Beneficiaries") as defined in the Employee Retirement Income Security Act of 

1974, as amended ("ERISA") § 607, 29 U.S.C. § 1167. The Assuming Institution shall consult 

with the Receiver and not later than five (5) Business Days after the Bank Closing Date 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 ERISA § 603, 29 U.S.C. § 1163) has 

occurred and with respect to whom the Failed Bank's obligations under Part 6 of Subtitle B of 

Title I of ERISA, 29 U.S.C. §§ 1161-1169 have not been satisfied in full, and such other 

information as the Receiver may reasonably require. The Receiver shall cooperate with the 

Assuming Institution in order to permit it to prepare such notice and shall provide to the 

Assuming Institution such data in its possession as may be reasonably required for purposes of 

preparing such notice. 

(b) Qualified Beneficiaries; Expenses. The Assuming Institution shall take 

such further action to assist the Receiver in offering the Eligible Individuals who are Qualified 

Beneficiaries of the Failed Bank the opportunity to obtain health insurance coverage in the 

Corporation's Federal Insurance Administration Continuation Coverage Plan as the Receiver 

may direct. All expenses incurred and paid by the Assuming Institution (i) in connection with the 

obligations of the Assuming Institution under this Section 4.12, and (ii) in providing health 

insurance continuation coverage to any Eligible Individuals who are hired by the Assuming 

Institution and such employees' Qualified Beneficiaries shall be borne by the Assuming 

Institution. 

(c) Employee List. No later than five (5) Business Days after the Bank 

Closing Date, the Assuming Institution shall provide the Receiver with a list of all Failed Bank 

employees the Assuming Institution will not hire. Unless otherwise agreed, the Assuming 

Institution shall pay all salaries and payroll costs for all Failed Bank employees until the list is 

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provided to the Receiver. The Assuming Institution shall be responsible for all costs and 

expenses (i.e., salary, benefits, etc.) associated with all other employees not on that list from and 

after the date of delivery of the list to the Receiver. The Assuming Institution shall offer to the 

Failed Bank employees it retains employment benefits comparable to those the Assuming 

Institution, offers its current employees. 

(d) No Third Party Beneficiaries. 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, Eligible Individual 

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, Eligible Individual or Qualified Beneficiary of such 

former employee) other than the Corporation, the Receiver and the Assuming Institution, any 

legal or equitable right, remedy or claim under or with respect to the provisions of this Section 

4.12. 

4.13. Interim Asset Servicing. At any time after the Bank Closing Date, the Receiver 

may establish on its books an asset pool(s) and may transfer to such asset pool(s) (by means of 

accounting entries on the books of the Receiver) all or any assets and liabilities of the Failed 

Bank which are not acquired by the Assuming Institution, including, without limitation, wholly 

unfunded Commitments and assets and liabilities which may be acquired, funded or originated 

by the Receiver subsequent to the Bank Closing Date. The Receiver may remove assets (and 

liabilities) from or add assets (and liabilities) to such pool(s) at any time in its discretion. At the 

option of the Receiver, the Assuming Institution agrees to service, administer and collect such 

pool assets in accordance with, and for the term set forth in, Exhibit 4.13. 

4.14. [RESERVED] 

4.15. Loss Sharing. 

This Agreement includes a Single Family Shared-Loss Agreement attached hereto as Exhibit 

4.15A and a Commercial Shared-Loss Agreement attached hereto as Exhibit 4.15B. The 

Assuming Institution shall be entitled to require reimbursement from the Receiver for shared 

losses, and shall share recoveries, on certain loans and assets in accordance with the Shared-Loss 

Agreements. 

ARTICLE V. DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK 

5.1. Payment of Checks, Drafts, Orders and Deposits. Subject to Section 9.5, the 

Assuming Institution agrees to pay all properly drawn checks, drafts, withdrawal orders and 

Assumed Deposits of depositors of the Failed Bank presented for payment, whether drawn on the 

check or draft forms provided by the Failed Bank or by the Assuming Institution, to the extent 

that the Deposit balances to the credit of the respective makers or drawers assumed by the 

Assuming Institution under this Agreement are sufficient to permit the payment thereof, and in 

all other respects to discharge, in the usual course of conducting a banking business, the duties 

and obligations of the Failed Bank with respect to the Deposit balances due and owing to the 

depositors of the Failed Bank assumed by the Assuming Institution under this Agreement. 

5.2. Certain Agreements Related to Deposits. Except as may be modified pursuant 

to Section 2.2, the Assuming Institution agrees to honor the terms and conditions of any written 

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escrow or mortgage servicing agreement or other similar agreement relating to a Deposit liability 

assumed by the Assuming Institution pursuant to this Agreement. 

5.3. Notice to Depositors. 

(a) Assumption of Deposits. Within seven (7) days after the Bank Closing 

Date, the Assuming Institution shall give notice by mail to each depositor of the Failed Bank of 

(i) the assumption of the Deposit liabilities of the Failed Bank, and (ii) the procedures to claim 

Deposits (the Receiver shall provide item (ii) to Assuming Institution). The Assuming 

Institution shall also publish notice of its assumption of the Deposit liabilities of the Failed Bank 

in a newspaper of general circulation in the county or counties in which the Failed Bank was 

located. 

(b) Notice to Depositors. Within seven (7) days after the Bank Closing Date, 

the Assuming Institution shall give notices by mail to each depositor of the Failed Bank, as 

required under Section 2.2. 

(c) Fee Schedule. If the Assuming Institution proposes to charge fees 

different from those fees formerly charged by the Failed Bank, the Assuming Institution shall 

include its fee schedule in its mailed notice. 

(d) Approval of Notices and Publications. The Assuming Institution shall 

obtain approval of all notices and publications required by this Section 5.3 from counsel for the 

Receiver prior to mailing or publication. 

ARTICLE VI. RECORDS. 

6.1. Transfer of Records. In accordance with Sections 2.1 and 3.1, the Receiver 

assigns, transfers, conveys and delivers to the Assuming Institution, whether located on Bank 

Premises occupied or not occupied by the Assuming Institution or at any other location, any and 

all Records of the Failed Bank, other than the following: 

(a) Records pertaining to former employees of the Failed Bank who were no 

longer employed by the Failed Bank as of the Bank Closing Date and Records pertaining to 

employees of the Failed Bank who were employed by the Failed Bank as of the Bank Closing 

Date and for whom the Receiver is unable to obtain a waiver to release such Records to the 

Assuming Institution; 

(b) Records pertaining to (i) any asset or liability of the Failed Bank retained 

by the Receiver, or (ii) any asset of the Failed Bank acquired by the Receiver pursuant to this 

Agreement; and 

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

6.2. Transfer of Assigned Records. The Receiver shall transfer to the Assuming 

Institution all Records described in Section 6.1 as soon as practicable on or after the date of this 

Agreement. 

6.3. Preservation of Records. 

(a) Assuming Institution Records Retention. The Assuming Institution agrees 

that it will preserve and maintain for the joint benefit of the Receiver, the Corporation and the 

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Assuming Institution, all Records of which it has custody. The Assuming Institution shall have 

the primary responsibility to respond to subpoenas, discovery requests, and other similar official 

inquiries and customer requests for lien releases with respect to the Records of which it has 

custody. With respect to its obligations under this Section 6.3 regarding Electronically Stored 

Information, the Assuming Institution will complete the Data Retention Catalog attached hereto 

as Schedule 6.3 and submit it to the Receiver within thirty (30) days following the Bank Closing 

Date. 

(b) Destruction of Certain Records. With regard to all Records ofwhich it has 

custody which are at least ten (10) years old as of the date of the appointment of the Receiver, 

the Assuming Institution agrees to request written permission to destroy such records by 

submitting a written request to destroy, specifying precisely which records are included in the 

request, to DRR- Records Manager, CServiceFDICDAL@FDIC.gov. 

(c) Destruction of Records After Six Years. With regard to all Records of 

which it has custody which have been maintained in the custody of the Assuming Institution 

after six (6) years from the date of the appointment of the Receiver, the Assuming Institution 

agrees to request written permission to destroy such records by submitting a written request to 

destroy, specifying precisely which records are included in the request, to DRR- Records 

Manager, CServiceFDICDAL@FDIC.gov. 

6.4. Access to Records; Copies. The Assuming Institution agrees to permit the 

Receiver and the Corporation access to all Records of which the Assuming Institution has 

custody, and to use, inspect, make extracts from or request copies of any such Records in the 

manner and to the extent requested, and to duplicate, in the discretion of the Receiver or the 

Corporation, any Record pertaining to Deposit account relationships; provided that in the event 

that the Failed Bank maintained one or more duplicate copies of such Records, the Assuming 

Institution hereby assigns, transfers, and conveys to the Corporation one such duplicate copy of 

each such Record without cost to the Corporation, and agrees to deliver to the Corporation all 

Records assigned and transferred to the Corporation under this Article VI as soon as practicable 

on or after the date of this Agreement. The party requesting a copy of any Record shall bear the 

cost (based on standard accepted industry charges to the extent applicable, as determined by the 

Receiver) for providing such duplicate Records. A copy of each Record requested shall be 

provided as soon as practicable by the party having custody thereof 

6.5. Right of Receiver or Corporation to Audit. The Receiver or the Corporation, 

their respective agents, contractors and employees, may (but are not required to) perform an 

audit to determine the Assuming Institution's compliance with this Agreement at any time, by 

providing not less than ten (1 0) Business Days prior notice. The scope and duration of any such 

audit shall be at the discretion of the Receiver or the Corporation, as the case may be. The 

Receiver or the Corporation, as the case may be, shall bear the expense of any such audit. ln the 

event that any corrections are necessary as a result of such an audit, the Assuming Institution and 

the Receiver shall make such accounting adjustments, payments and withholdings as may be 

necessary to give retroactive effect to such corrections. 

ARTICLE VII. BID; INITIAL PAYMENT. 

The Assuming Institution has submitted to the Receiver a Deposit premium bid of 0% 

and an Asset discount bid of one hundred forty five million eight hundred thousand seven dollars 

($145,807,000) (the "Bid Amount"). The Deposit premium bid will be applied to the total of all 

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Assumed Deposits except for brokered, CDARS®, and any market place or similar subscription 

services Deposits as reflected on Schedule 7. On the Payment Date, the Assuming Institution 

will pay to the Corporation, or the Corporation will pay to the Assuming Institution, as the case 

may be, the Initial Payment, together with interest on such amount (if the Payment Date is not 

the day following the Bank Closing Date) from and including the day following the Bank 

Closing Date to and including the day preceding the Payment Date at the Settlement Interest 

Rate. 

ARTICLE VIII. ADJUSTMENTS. 

8.1. Pro Forma Statement. The Receiver, as soon as practicable after the Bank 

Closing Date, in accordance with the best information then available, shall provide to the 

Assuming Institution a Pro Forma statement reflecting any adjustments of such liabilities and 

assets as may be necessary. Such Pro Forma statement shall take into account, to the extent 

possible, (a) liabilities and assets of a nature similar to those contemplated by Section 2.1 or 

Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank's 

suspense accounts, (b) accruals as of the Bank Closing Date for all income related to the assets 

and business of the Failed Bank acquired by the Assuming Institution hereunder, whether or not 

such accruals were reflected on the Failed Bank Records in the normal course of its operations, 

and (c) 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 the Bank Closing Date as reflected on the Failed 

Bank Records of the Acquired Subsidiary. Any Asset purchased by the Assuming Institution 

pursuant to Section 3.1 which the Failed Bank partially or wholly charged off during the period 

beginning the day after the Bid Valuation Date to the date of the Bank Closing Date shall be 

deemed not to be charged off for the purposes of the ProForma statement, and the purchase price 

shall be determined pursuant to Section 3 .2. 

8.2. Correction of Errors and Omissions; Other Liabilities. 

(a) Adjustments to Correct Errors. 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 Failed Bank Records, except that adjustments made pursuant to this Section 

8.2(a) are not intended to bring the Failed Bank Records into accordance with generally accepted 

accounting principles. 

(b) Receiver's Rights Regarding Other Liabilities. 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 the 

Bank Closing Date, the Receiver may, in its discretion, at any time, require that such claim be 

assumed by the Assuming Institution in a manner consistent with the intent of this Agreement. 

The Receiver will make appropriate adjustments to the Pro Forma statement provided by the 

Receiver to the Assuming Institution pursuant to Section 8.1 as may be necessary. 

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8.3. Payments. The Receiver agrees to cause to be paid to the Assuming Institution, 

or the Assuming Institution agrees to pay to the Receiver, as the case may be, on the Settlement 

Date, a payment in an amount which reflects net adjustments (including any costs, expenses and 

fees associated with detenninations of value as provided in this Agreement) made pursuant to 

Section 8.1 or Section 8.2, plus interest as provided in Section 8.4. The Receiver and the 

Assuming Institution agree to effect on the Settlement Date any further transfer of assets to or 

assumption of liabilities or claims by the Assuming Institution as may be necessary in 

accordance with Section 8.1 or Section 8.2. 

8.4. Interest. Any amounts paid under Section 8.3 or Section 8.5 shall bear interest 

for the period from and including the day following the Bank Closing Date to and including the 

day preceding the payment at the Settlement Interest Rate. 

8.5. Subsequent Adjustments. In the event that the Assuming Institution or the 

Receiver discovers any errors or omissions as contemplated by Section 8.2 or any error with 

respect to the payment made under Section 8.3 after the Settlement Date, the Assuming 

Institution and the Receiver agree to promptly correct any such errors or omissions, make any 

payments and effect any transfers or assumptions as may be necessary to reflect any such 

correction plus interest as provided in Section 8.4. 

ARTICLE IX. CONTINUING COOPERATION. 

9.1. General Matters. The parties hereto will, in good faith and with their best 

efforts, cooperate with each other to carry out the transactions contemplated by this Agreement 

and to effect the purposes hereof 

9.2. Additional Title Documents. The Receiver, the Corporation and the Assuming 

Institution each shall, at any time, and from time to time, upon the request of any party hereto, 

execute and deliver such additional instruments and documents of conveyance as shall be 

reasonably necessary to vest in the appropriate party its full legal or equitable title in and to the 

property transferred pursuant to this Agreement or to be transferred in accordance herewith. The 

Assuming Institution shall prepare such instruments and documents of conveyance (in form and 

substance satisfactory to the Receiver) as shall be necessary to vest title to the Assets in the 

Assuming Institution. The Assuming Institution shall be responsible for recording such 

instruments and documents of conveyance at its own expense. 

9.3. Claims and Suits. 

(a) Defense and Settlement. The Receiver shall have the right, in its 

discretion, to (i) defend or settle any claim or suit against the Assuming Institution with respect 

to which the Receiver has indemnified the Assuming Institution in the same manner and to the 

same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the 

Assuming Institution with respect to any Liability Assumed, which claim or suit may result in a 

loss to the Receiver arising out of or related to this Agreement, or which existed against the 

Failed Bank on or before the Bank Closing Date. The exercise by the Receiver of any rights 

under this Section 9.3(a) shall not release the Assuming Institution with respect to any of its 

obligations under this Agreement. 

(b) Removal of Actions. 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 

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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 co-plaintiff, any action with respect to 

any such retained or acquired asset or any matter connected therewith whenever notice requiring 

such action shall be given by the Corporation to the Receiver. 

9.4. Payment of Deposits. In the event any depositor does not accept the obligation 

of the Assuming Institution to pay any Deposit liability of the Failed Bank assumed by the 

Assuming Institution pursuant to this Agreement and asserts a claim against the Receiver for all 

or any portion of any such Deposit liability, the Assuming Institution agrees on demand to 

provide to the Receiver funds sufficient to pay such claim in an amount not in excess of the 

Deposit liability reflected on the books of the Assuming Institution at the time such claim is 

made. Upon payment by the Assuming Institution to the Receiver of such amount, the Assuming 

Institution shall be discharged from any further obligation under this Agreement to pay to any 

such depositor the amount of such Deposit liability paid to the Receiver. 

9.5. Withheld Payments. At any time, the Receiver or the Corporation may, in its 

discretion, determine that all or any portion of any deposit balance assumed by the Assuming 

Institution pursuant to this Agreement does not constitute a "Deposit" (or otherwise, in its 

discretion, determine that it is the best interest of the Receiver or Corporation to withhold all or 

any portion of any deposit), and may direct the Assuming Institution to withhold payment of all 

or any portion of any such deposit balance. Upon such direction, the Assuming Institution agrees 

to hold such deposit and not to make any payment of such deposit balance to or on behalf of the 

depositor, or to itself, whether by way of transfer, set-off or otherwise. The Assuming Institution 

agrees to maintain the "withheld payment" status of any such deposit balance until directed in 

writing by the Receiver or the Corporation as to its disposition. At the direction of the Receiver 

or the Corporation, the Assuming Institution shall return all or any portion of such deposit 

balance to the Receiver or the Corporation, as appropriate, and thereupon the Assuming 

Institution shall be discharged from any further liability to such depositor with respect to such 

returned deposit balance. If such deposit balance has been paid to the depositor prior to a demand 

for return by the Corporation or the Receiver, and payment of such deposit balance had not been 

previously withheld pursuant to this Section 9.5, the Assuming Institution shall not be obligated 

to return such deposit balance to the Receiver or the Corporation. The Assuming Institution shall 

be obligated to reimburse the Corporation or the Receiver, as the case may be, for the amount of 

any deposit balance or portion thereof paid by the Assuming Institution in contravention of any 

previous direction to withhold payment of such deposit balance or return such deposit balance 

the payment of which was withheld pursuant to this Section 9.5. 

9.6. Proceedings with Respect to Certain Assets and Liabilities. 

(a) Cooperation by Assuming Institution. In connection with any 

investigation, proceeding or other matter with respect to any asset or liability of the Failed Bank 

retained by the Receiver, or any asset of the Failed Bank acquired by the Receiver pursuant to 

this Agreement, the Assuming Institution shall cooperate to the extent reasonably required by the 

Receiver. 

(b) Access to Records. In addition to its obligations under Section 6.4, the 

Assuming Institution shall provide representatives of the Receiver access at reasonable times and 

locations without other limitation or qualification to (i) its directors, officers, employees and 

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agents and those of the Acquired Subsidiaries, and (ii) its books and Records, the books and 

Records of such Acquired Subsidiaries and all Credit Files, and copies thereof Copies of books, 

Records and Credit Files shall be provided by the Assuming Institution as requested by the 

Receiver and the costs of duplication thereof shall be borne by the Receiver. 

(c) Loan Documents. Not later than ten (10) days after the Put Notice 

pursuant to Section 3.4 or the date of the notice of transfer of any Loan by the Assuming 

Institution to the Receiver pursuant to Section 3.6, the Assuming Institution shall deliver to the 

Receiver such documents with respect to such Loan as the Receiver may request, including 

without limitation the following: (i) all related Credit Documents (other than certificates, notices 

and other ancillary documents), (ii) a certificate setting forth the principal amount on the date of 

the transfer and the amount of interest, fees and other charges then accrued and unpaid thereon, 

and any restrictions on transfer to which any such Loan is subject, and (iii) all Credit Files, and 

all documents, microfiche, microfilm and computer records (including but not limited to 

magnetic tape, disc storage, card forms and printed copy) maintained by, owned by, or in the 

possession of the Assuming Institution or any Affiliate of the Assuming Institution relating to the 

transferred Loan. 

9.7. Information. The Assuming Institution promptly shall provide to the 

Corporation such other information, including financial statements and computations, relating to 

the performance of the provisions of this Agreement as the Corporation or the Receiver may 

request from time to time, and, at the request of the Receiver, make available employees of the 

Failed Bank employed or retained by the Assuming Institution to assist in preparation of the Pro 

Forma statement pursuant to Section 8 .1. 

9.8. Tax Ruling. The Assuming Institution shall not at any time, without the 

Corporation's prior 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 or Corporation pursuant to this Agreement. 

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 the Bank Closing Date evidence reasonably satisfactory 

to each of any necessary approval, waiver, or other action by any governmental authority, the 

board of directors of the Assuming Institution, or other third party, with respect to this 

Agreement and the transactions contemplated hereby, the closing of the Failed Bank and the 

appointment of the Receiver, the chartering of the Assuming Institution, and any agreements, 

documents, matters or proceedings contemplated hereby or thereby. 

ARTICLE XL REPRESENTATIONS AND WARRANTIES OF THE ASSUMING 

INSTITUTION. 

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

follows: 

11.1. Corporate Existence and Authority. The Assuming Institution (a) 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 (b) has full power and authority to execute and deliver this Agreement and 

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to perform its obligations hereunder. The Assuming Institution has taken all necessary corporate 

(or other applicable governance) action to authorize the execution, delivery and performance of 

this Agreement and the performance of the transactions contemplated hereby. 

11.2. Third Party Consents. No governmental authority or other third party consents 

(including but not limited to approvals, licenses, registrations or declarations) are required in 

connection with the execution, delivery or performance by the Assuming Institution of this 

Agreement, other than such consents as have been duly obtained and are in full force and e±Tect. 

11.3. Execution and Enforceability. This Agreement has been duly executed and 

delivered by the Assuming Institution and when this Agreement has been duly authorized, 

executed and delivered by the Corporation and the Receiver, this Agreement will constitute the 

legal, valid and binding obligation of the Assuming Institution, enforceable in accordance with 

its terms. 

11.4. Compliance with Law. 

(a) No Violations. Neither the Assuming Institution nor any of its 

Subsidiaries is in violation of any statute, regulation, order, decision, judgment or decree of, or 

any restriction imposed by, the United States of America, any State, municipality or other 

political subdivision or any agency of any of the foregoing, or any court or other tribunal having 

jurisdiction over the Assuming Institution or any of its Subsidiaries or any assets of any such 

Person, or any foreign government or agency thereof having such jurisdiction, with respect to the 

conduct of the business of the Assuming Institution or of any of its Subsidiaries, or the 

ownership of the properties of the Assuming Institution or any of its Subsidiaries, which, either 

individually or in the aggregate with all other such violations, would materially and adversely 

affect the business, operations or condition (financial or otherwise) of the Assuming Institution 

or the ability of the Assuming Institution to perform, satisfy or observe any obligation or 

condition under this Agreement. 

(b) No Conflict. Neither the execution and delivery nor the performance by 

the Assuming Institution of this Agreement will result in any violation by the Assuming 

Institution of, or be in conflict with, any provision of any applicable law or regulation, or any 

order, writ or decree of any court or governmental authority. 

11.5. Insured or Guaranteed Loans. If any Loans being transferred pursuant to this 

Agreement are insured or guaranteed by any department or agency of any governmental unit, 

federal, state or local, Assuming Institution represents that Assuming Institution has been 

approved by such agency and is an approved lender or mortgagee, as appropriate, if such 

approval is required. The Assuming Institution further assumes full responsibility for 

determining whether or not such insurance or guarantees are in full force and effect on the date 

of this Agreement and with respect to those Loans whose insurance or guaranty is in full force 

and effect on the date of this Agreement, Assuming Institution assumes full responsibility for 

doing all things necessary to insure such insurance or guarantees remain in full force and effect. 

Assuming Institution agrees to assume all of the obligations under the contract(s) of insurance or 

guaranty and agrees to cooperate with the Receiver where necessary to complete forms required 

by the insuring or guaranteeing department or agency to effect or complete the transfer to 

Assuming Institution. 

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11.6. Representations Remain True. The Assuming Institution represents and 

warrants that it has executed and delivered to the Corporation a Purchaser Eligibility 

Certification and Confidentiality Agreement and that all information provided and 

representations made by or on behalf of the Assuming Institution in connection with this 

Agreement and the transactions contemplated hereby, including, but not limited to, the Purchaser 

Eligibility Certification and Contldentiality Agreement (which are atlirmed and ratitled 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. 

11.7. No Reliance; Independent Advice. The Assuming Institution is not relying on 

the Receiver or the Corporation for any business, legal, tax, accounting, investment or other 

advice in connection with this Agreement and the Exhibits hereto and documents delivered in 

connection with the foregoing, and has had adequate opportunity to consult with advisors of its 

choice in connection therewith. 

ARTICLE XII. INDEMNIFICATION. 

12.1. Indemnification of Indemnitees. From and after the Bank Closing Date and 

subject to the limitations set forth in this Section 12.1 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 Section 12.2( d), 

judgments, tlnes and amounts paid in settlement actually and reasonably incurred in connection 

with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed 

by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by 

the Assuming Institution or any Subsidiary or Atliliate of the Assuming Institution for which 

indemnification is provided: 

(a) hereunder in this Section 12.1, subject to certain exclusions as provided in 

Section 12.1 (b): 

(i) claims based on the rights of any shareholder or former 

shareholder as such of (A) the Failed Bank, or (B) any Subsidiary or Affiliate of the 

Failed Bank; 

(ii) 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 the Bank Closing Date; 

(iii) claims based on the rights of any present or former director, 

otlicer, employee or agent as such of the Failed Bank or of any Subsidiary or Atliliate of 

the Failed Bank; 

(iv) claims based on any action or inaction prior to the Bank Closing 

Date of the Failed Bank, its directors, otlicers, employees or agents as such, or any 

Subsidiary or Affiliate of the Failed Bank, or the directors, otlicers, employees or agents 

as such of such Subsidiary or Atliliate; 

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(v) 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; 

(vi) claims based on any failure or alleged failure (not in violation of 

law) by the Assuming Institution to continue to perform any service or activity previously 

performed by the Failed Bank which the Assuming Institution is not required to perform 

pursuant to this Agreement or which arise under any contract to which the Failed Bank 

was a party which the Assuming Institution elected not to assume in accordance with this 

Agreement and which neither the Assuming Institution nor any Subsidiary or Affiliate of 

the Assuming Institution has assumed subsequent to the execution hereof; 

(vii) claims arising from any action or inaction of any Indemnitee, 

including for purposes of this Section 12.1(a)(vii) 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 

(viii) 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 Section 

12.1(a)(vii) and (viii), no indemnification will be provided under this Agreement for any: 

(i) 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 the Bank Closing Date, unless 

any such judgment, fine or amount paid in settlement exceeds the greater of (A) the 

Repurchase Price of such Asset, or (B) the monetary recovery sought on such Asset by 

the Assuming Institution in the cause of action from which the Counterclaim arises; and 

in such event the Receiver will provide indemnification only in the amount of such 

excess; and no indemnification will be provided for any costs or expenses other than any 

costs or expenses (including attorneys' fees) which, in the determination of the Receiver, 

have been actually and reasonably incurred by such Indemnitee in connection with the 

defense of any such Counterclaim; and it is expressly agreed that the Receiver reserves 

the right to intervene, in its discretion, on its behalf and/or on behalf of the Receiver, in 

the defense of any such Counterclaim; 

(ii) claims with respect to any liability or obligation of the Failed Bank 

that is expressly assumed by the Assuming Institution pursuant to this Agreement or 

subsequent to the execution hereof by the Assuming Institution or any Subsidiary or 

Affiliate of the Assuming Institution; 

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(iii) claims with respect to any liability of the Failed Bank to any 

present or former employee as such of the Failed Bank or of any Subsidiary or Affiliate 

of the Failed Bank, which liability is expressly assumed by the Assuming Institution 

pursuant to this Agreement or subsequent to the execution hereof by the Assuming 

Institution or any Subsidiary or Affiliate of the Assuming Institution; 

(iv) 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 

the Bank Closing Date; 

(v) 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; 

(vi) claims based on the rights of any present or former creditor, 

customer, or supplier as such of the Assuming Institution or any Subsidiary or Affiliate of 

the Assuming Institution; 

(vii) claims based on the rights of any present or former shareholder as 

such of the Assuming Institution or any Subsidiary or Affiliate of the Assuming 

Institution regardless of whether any such present or former shareholder is also a present 

or former shareholder of the Failed Bank; 

(viii) claims, if the Receiver determines that the effect of providing such 

indemnification would be to (A) expand or alter the provisions of any warranty or 

disclaimer thereof provided in Section 3.3 or any other provision of this Agreement, or 

(B) create any warranty not expressly provided under this Agreement; 

(ix) claims which could have been enforced against any Indemnitee 

had the Assuming Institution not entered into this Agreement; 

(x) claims based on any liability for taxes or fees assessed with respect 

to the consummation of the transactions contemplated by this Agreement, including 

without limitation any subsequent transfer of any Assets or Liabilities Assumed to any 

Subsidiary or Affiliate of the Assuming Institution; 

(xi) except as expressly provided in this Article XII, claims based on 

any action or inaction of any Indemnitee, and nothing in this Agreement shall be 

construed to provide indemnification for (i) the Failed Bank, (ii) any Subsidiary or 

Affiliate of the Failed Bank, or (iii) any present or former director, officer, employee or 

agent of the Failed Bank or its Subsidiaries or Affiliates; provided that the Receiver, in its 

sole and absolute discretion, may provide indemnification hereunder for any present or 

former director, officer, employee or agent of the Failed Bank or its Subsidiaries or 

Affiliates who is also or becomes a director, officer, employee or agent of the Assuming 

Institution or its Subsidiaries or Affiliates; 

(xii) claims or actions which constitute a breach by the Assuming 

Institution of the representations and warranties contained in Article XI; 

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(xiii) 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 

(xiv) claims based on, related to or arising from any asset, including a 

loan, acquired or liability assumed by the Assuming Institution, other than pursuant to 

this Agreement. 

12.2. Conditions Precedent to Indemnification. It shall be a condition precedent to 

the obligation of the Receiver to indemnify any Person pursuant to this Article XII that such 

Person shall, with respect to any claim made or threatened against such Person for which such 

Person is or may be entitled to indemnification hereunder: 

(a) give written notice to the Regional Counsel (Litigation Branch) of the 

Corporation in the manner and at the address provided in Section 13.6 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 and 

absolute 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 notitled the Person 

claiming indemnification in writing that such claim is a claim with respect to which such Person 

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; 

(f) not release or settle such claim or make any payment or admission with 

respect thereto, unless the Receiver consents thereto; 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 such reasonable action as the Receiver may request in wntmg as 

necessary to preserve, protect or enforce the rights of the Indemnitee against any Primary 

Indemnitor. 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements 37 Atlantic Southern Bank 

Version 3.1.1- PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia 

May 2U, 2Ull 
12.3. No Additional Warrantv. Nothing in this Article XII shall be construed or 

deemed to (a) 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, collectability, genuineness, enforceability, documentation, condition or freedom from 

liens or encumbrances, of any (i) Asset, or (ii) asset of the Failed Bank purchased by the 

Assuming Institution subsequent to the execution of this Agreement by the Assuming Institution 

or any Subsidiary or Affiliate of the Assuming Institution, or (b) create any warranty not 

expressly provided under this Agreement with respect thereto. 

12.4. Indemnification of Receiver and Corporation. From and after the Bank 

Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation 

and the Receiver and their respective directors, officers, employees and agents from and against 

any and all costs, losses, liabilities, expenses (including attorneys' fees), judgments, fines and 

amounts paid in settlement actually and reasonably incurred in connection with any of the 

following: 

(a) claims based on any and all liabilities or obligations of the Failed Bank 

assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution 

hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, 

whether or not any such liabilities subsequently are sold and/or transferred, other than any claim 

based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); 

(b) claims based on any act or omission of any Indemnitee (including but not 

limited to claims of any Person claiming any right or title by or through the Assuming Institution 

with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other 

than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and 

(c) claims based on any failure to preserve, maintain or provide reasonable 

access to Records transferred to the Assuming Institution pursuant to Article VI. 

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 ofthe Receiver's (or 

Corporation's) payments to the extent of such excess. 

12.6. Criminal Claims. Notwithstanding any prov1s10n 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 (a) the Person is successful on the 

merits or otherwise in the defense against any such action, suit or proceeding, or (b) such action, 

suit or proceeding is tenninated without the imposition ofliability on such Person. 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements 38 Atlantic Southern Bank 

Version 3.1.1- PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia 

May 2U, 2Ull 
12.7. Limited Guaranty of the Corporation. The Corporation hereby guarantees 

performance of the Receiver's obligation to indemnify the Assuming Institution as set forth in 

this Article XII. It is a condition to the Corporation's obligation hereunder that the Assuming 

Institution shall comply in all respects with the applicable provisions of this Article XII. The 

Corporation shall be liable hereunder only for such amounts, if any, as the Receiver is obligated 

to pay under the terms of this Article XII but shall fail to pay. Except as otherwise provided 

above in this Section 12.7, nothing in this Article XII is intended or shall be construed to create 

any liability or obligation on the part of the Corporation, the United States of America or any 

department or agency thereof under or with respect to this Article XII, or any provision hereof, it 

being the intention of the parties hereto that the obligations undertaken by the Receiver under 

this Article XII are the sole and exclusive responsibility of the Receiver and no other Person or 

entity. 

12.8. Subrogation. Upon payment by the Receiver, or the Corporation as guarantor in 

accordance with Section 12.7, to any Indemnitee for any claims indemnified by the Receiver 

under this Article XII, the Receiver, or the Corporation as appropriate, shall become subrogated 

to all rights ofthe Indemnitee against any other Person to the extent of such payment. 

ARTICLE XIII. MISCELLANEOUS. 

13.1. Costs, Fees, and Expenses. All fees, costs and expenses incurred by a party in 

connection with this Agreement (including the performance of any obligations or the exercise of 

any rights hereunder) shall be borne by such party unless expressly otherwise provided; provided 

that the Assuming Institution shall pay all fees, costs and expenses (other than attorneys' fees 

incurred by the Receiver) incurred in connection with the transfer to it of any Assets or 

Liabilities Assumed hereunder or in accordance herewith. Further, the Assuming Institution 

shall be responsible for the payment ofMERS routine transaction charges. 

13.2. WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY 

AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY 

APPLICABLE LAW, 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 AGREEMENT 

OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. 

13.3. Consent; Determination or Discretion. When the consent or approval of a party 

is required under this Agreement, such consent or approval shall be obtained in writing and 

unless expressly otherwise provided, shall not be unreasonably withheld or delayed. When a 

determination or decision is to be made by a party under this Agreement, that party shall make 

such determination or decision in its reasonable discretion unless expressly otherwise provided. 

13.4. Rights Cumulative. Except as expressly otherwise provided herein, the rights of 

each of the parties under this Agreement are cumulative, may be exercised as often as any party 

considers appropriate and are in addition to each such party's rights under this Agreement, any of 

the agreements related thereto or under applicable law. 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, unless expressly otherwise provided. 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements 39 Atlantic Southern Bank 

Version 3.1.1- PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia 

May 2U, 2Ull 
13.5. References. References in this Agreement to Recitals, Articles, Sections, 

Schedules and Exhibits are to Recitals, Articles, Sections, Schedules and Exhibits of this 

Agreement, respectively, unless the context indicates that a Shared-Loss Agreement is intended. 

References to parties are to the parties to this Agreement. Unless expressly otherwise provided, 

references to days and months are to calendar days and months respectively. Article and Section 

headings are for convenient reference and shall not atiect the meaning of this Agreement. 

References to the singular shall include the plural, as the context may require, and vice versa. 

13.6. Notice. 

(a) Form of Notices. All notices shall be given in writing and provided in 

accordance with the provisions of this Section 13.6, unless expressly otherwise provided. 

(b) Notice to the Receiver or the Corporation. With respect to a notice under 

this Agreement: 

Federal Deposit Insurance Corporation 

Receiver of Atlantic Southern Bank, Macon, Georgia 

7777 Baymeadows Way West 

Jacksonville, Florida 32256 

Attention: Settlement Agent 

In addition, with respect to notices under Section 4.6, with a copy to: 

Federal Deposit Insurance Corporation 

Receiver of Atlantic Southern Bank, Macon, Georgia 

7777 Baymeadows Way West 

Jacksonville, Florida 32256 

Attention: Resolutions and Closings Manager, ORE Department 

In addition, with respect to notice under Article XII: 

Federal Deposit Insurance Corporation 

Receiver of Atlantic Southern Bank, Macon, Georgia 

7777 Baymeadows Way West 

Jacksonville, Florida 32256 

Attention: Managing Counsel (Legal Division) 

In addition, with respect to communications under Exhibit 4.13, a copy to: 

Federal Deposit Insurance Corporation 

Receiver of Atlantic Southern Bank, Macon, Georgia 

7777 Baymeadows Way West 

Jacksonville, Florida 32256 

Attention: Interim Servicing Manager 

(c) Notice to Assuming Institution. With respect to a notice under this 

Agreement: 

CertusBank, N.A. 


6550 Calhoun Memorial Highway 


Module 1 -Whole Bank w/ Optional Shared Loss Agreements 40 Atlantic Southern Bank 

Version 3.1.1- PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia 

May 2U, 2Ull 
Easley, South Carolina 29640 

Attention: Charles Williams, Vice Chairman 

with a copy to: 

R. Jonathon Charleston, Esq. 


General Counsel 


The Charleston Group 


201 Hay Street, Suite 2000 


P.O.Box 1762 


Fayetteville, NC 28302-1762 


13.7. Entire Agreement. This Agreement and the Shared-Loss Agreements, if any, 

including the Schedules and Exhibits hereto and thereto, embody the entire agreement of the 

parties hereto in relation to the subject matter herein and supersede all prior understandings or 

agreements, oral or written, between the parties. 

13.8. 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. 

13.9. 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 

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

LOCATED. 

13.10. Successors. All terms and conditions of this Agreement shall be binding on the 

successors and assigns of the Receiver, the Corporation and the Assuming Institution. Except as 

otherwise specifically provided in this Agreement, nothing expressed or referred to in this 

Agreement is intended or shall be construed to give any Person other than the Receiver, the 

Corporation and the Assuming Institution any legal or equitable right, remedy or claim under or 

with respect to this Agreement or any provisions contained herein, it being the intention of the 

parties hereto that this Agreement, the obligations and statements of responsibilities hereunder, 

and all other conditions and provisions hereof are for the sole and exclusive benefit of the 

Receiver, the Corporation and the Assuming Institution and for the benefit of no other Person. 

13.11. Modification. No amendment or other modification, rescission or release of any 

part of this Agreement or a Shared-Loss Agreement, if any, shall be effective except pursuant to 

a written agreement subscribed by the duly authorized representatives of the parties. 

13.12. 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 

Module I - Whole Bank w/ Optional Shared Loss Agreements 41 Atlantic Southern Bank 

Version 3. 1. 1- PlJI\CHASF. AND ASSUMPTION AGREEMENT Macon, Georgia 

May 20, 20 11 
obligated to make any payment hereunder in the amount of $25,000.00 or less, such payment 

may be made by check. 

13.13. Waiver. Each of the Receiver, the Corporation and the Assuming Institution may 

waive its respective rights, powers or privileges under this Agreement; provided that such waiver 

shall be in writing; and further provided that no failure or delay on the part of the Receiver, the 

Corporation or the Assuming Institution to exercise any right, power or privilege under this 

Agreement shall operate as a waiver thereat: nor will any single or partial exercise of any right, 

power or privilege under this Agreement preclude any other or further exercise thereof or the 

exercise of any other right, power or privilege by the Receiver, the Corporation or the Assuming 

Institution under this Agreement, nor will any such waiver operate or be construed as a future 

waiver of such right, power or privilege under this Agreement. 

13.14. 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. 

13.15. Term of Agreement. This Agreement shall continue in full force and effect 

until the tenth (lOth) anniversary of the Bank Closing Date; provided that the provisions of 

Sections 6.3 and 6.4 shall survive the expiration of the term of this Agreement; and provided 

further that the receivership of the Failed Bank may be terminated prior to the expiration of the 

term of this Agreement, and in such event, the guaranty of the Corporation, as provided in and in 

accordance with the provisions of Section 12.7, shall be in effect for the remainder of the term of 

this Agreement. Expiration of the term of this Agreement shall not affect any claim or liability of 

any party with respect to any (a) amount which is owing at the time of such expiration, 

regardless of when such amount becomes payable, and (b) breach of this Agreement occurring 

prior to such expiration, regardless of when such breach is discovered. 

13.16. Survival of Covenants, Etc. The covenants, representations, and warranties in 

this Agreement shall survive the execution of this Agreement and the consummation of the 

transactions contemplated hereunder. 

[Signature Page Follows] 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements 42 Atlantic Southern Bank 

Version 3.1.1- PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia 

May 2U, 2Ull 
IN WITNESS WHEREOF, the par1ies 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 ATLANTIC SOUTHERN BANK 

MACON, GEORGIA 

-

Mest: I '-­

I 

CERTUSB 

BY: 

NAME: Charles Williams 

TITLE: Vice-Chairman 

Attest: 

Module I - \\/hole !lank w/ Optional Sh:ucd Loss ,'\grccmenls 43 Ar!:lnric Somhcm Bank 

Version 3.1. 1- PUR(ltASF. ANO AS.SliMirn ON ,\fi Ef~ =N ' Macon. Georgia 

May 20.2011 
SCHEDULE 2.1(a) 

EXCLUDED DEPOSIT LIABILITY ACCOUNTS 

Accounts Excluded from P&A Transaction 

Atlantic Southern Bank 

Macon,, GA 

Atlantic Southern Bank has deposits associated with the Depository Organization (DO) Cede & Co as 

Nominee for DTC. The DO accounts do not pass to the Assuming Bank and are excluded from the 

transaction as described in section 2.1 of the P&A Agreement. The attached Schedule 2.1 .a DO Detail 

Report identifies the DO accounts as of March 9, 2011. This schedule will be updated post closing with 

data as of Bank Closing date. 

ACCRUED I I 

ACCTNO I GLCODE I NAME1 ICURRBAL ! INTEREST FITYPE RATE 

Module I - Whole Bank w/ Optional Shared Loss Agreements 44 Atlantic Southern Bank 

Version 3. 1. 1- Ptl i\CHASF. AND ASSUMPTION AGREEMENT Macon, Georgia 

May 20, 20 11 
TOTALS 32 $114,870,000.00 $214,864.680 

TOTALP&I $115,084,864.68 

Module I - Whole Bank w/ Optional Shared Loss Agreements 45 Atlantic Southern Bank 

Version 3.1. 1- Ptl i\CHASF. AND ASSUMPTION AGREEMENT Macon, Georgia 

May 20, 20 11 
SCHEDULE 3.2 


PURCHASE PRICE OF ASSETS OR ANY OTHER ASSETS 


(a) 	 cash and receivables from depository 

institutions, including cash items in the 

process of collection, plus 

interest thereon: 

(b) 	 securities (exclusive of the capital stock of 

Acquired Subsidiaries and FHLB stock), 

plus interest thereon: 

(c) 	 federal funds sold and repurchase 

agreements, if any, including interest 

thereon: 

(d) 	 Loans: 

(e) 	 credit card business: 

(f) 	 Safe Deposit Boxes and related business, 

safekeeping business and trust business, if 

any: 

(g) 	 Records and other documents: 

(h) 	 Other Real Estate: 

(i) 	 boats, motor vehicles, aircraft, trailers, fire 

arms, and repossessed collateral 

G) 	 capital stock of any Acquired Subsidiaries 

(subject to Section 3.2(b), and FHLB stock: 

(k) 	 amounts owed to the Failed Bank by any 

Acquired Subsidiaries: 

(1) 	 assets securing Deposits of public money, 

to the extent not otherwise purchased 

hereunder: 

(m) 	 overdrafts of customers: 

(n) 	 rights, if any, with respect to Qualified 

Financial Contracts: 

Book Value 

As provided in Section 3 .2(b) 

Book Value 

Book Value 

Book Value 

Book Value 

Book Value 

Book Value 

Book Value 

Book Value 

Book Value 

Book Value 

Book Value 


As provided in Section 3 .2( c) 


Module 1 -Whole Bank w/ Optional Shared Loss Agreements 46 Atlantic Southern Bank 

Version 3.1.1- PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia 

May 2U, 2Ull 
(o) rights of the Failed Bank to have mortgage 

servicing provided to the Failed Bank by 

others and related contracts: 

Book Value 

(q) Personal Computers and Owned Data 

Management Equipment: 

Fair Market 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/ Optional Shared Loss Agreements 47 Atlantic Southern Bank 

Version 3.1.1- PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia 

May 2U, 2Ull 
SCHEDULE 3.5(D 


EXCLUDED LOANS FOR SECURITIZATION 


~#OF ~ 

ACCTNO CURRBAL I ACCOUNTS I 

Module I - Whole Bank w/ Optional Shared Loss Agreements 48 Atlantic Southern Bank 

Version 3.1. 1- Ptl i\CHASF. AND ASSUMPTION AGREEMENT Macon, Georgia 

May 20, 20 11 
Totals $39,242,376.17 29 ·.·. 

.. .. ... 

·::o. .:: ·.::;· ·,;:.: 

Module I - Whole Bank w/ Optional Shared Loss Agreements 49 Atlantic Southern Bank 

Version 3.1. 1- Ptl i\CHASF. AND ASSUMPTION AGREEMENT Macon, Georgia 

May 20, 20 11 
SCHEDULE 3.5(ll) 

EXCLUDED SECURITIES 

CURRENT PAR 

ORIGINA L VALUEI 

ORIGINAL COUPON ISSUE MATURITY NUMBER OF 

CUSIP ASSET NAME'/DESCRIPTION FACEIPAR RATE DATE DATE SHARES BOOK VALUE 

1 $ 4,498,250.oo 1 $ 3,230,000.00 $3,247,729.15 

Note: total current par 

value/number of shares does not 

include the FNMA or FHLMC stock 

Module I - Whole Bank w/ Optional Shared Loss Agreements 50 Atlantic Southern Bank 

Version 3.1. 1- Ptl i\CHASF. AND ASSUMPTION AGREEMENT Macon, Georgia 

May 20, 20 11 
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2. Provide point ofconWet and desired procedure for data requests on the "Data Request Procedure" Tab. 

3. Provide the requested application retention details on "Data Retention'' tab of this workbook. 

a. Update providf!d application Jist with any additional systems that were not included 

b. Select the most appropriate value jrom the drop down list when the list is provided with applicable column. 

If you need additional clarification while recording the information please call Kevin Sheehan (FDIC} at 703-562-2012 or Leslie Bowie {fVIC) ot 703-562­

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Module 1 -Whole Bank w/ Optional Shared Loss Agreements 52 Atlantic Southern Bank Version 3.1.1- PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia May 2U, 2Ull 
SCHEDULE 7 


Accounts Excluded from Calculation of Deposit Franchise Bid Premium 

The accounts identified below will pass to the Assuming Institution (unless otherwise noted). 

When calculating the premium to be paid on Assumed Deposits in a purchase and assumption 

transaction, the FDIC will exclude the following categories of deposit accounts: 

Caief!orv Description Amount 

T Non-DO Brokered Deposits $ 1 ,836,188.00 

II CDARS $ 523,176.00 

III Market Place Deposits $ 93,832,890.00 

Total deposits excludedfrom calculation ofpremium $ 96,192,254.00 

Category Description 

I. Brokered Deposits 

Brokered deposit accounts are accounts for which the "depositor of record" is an agent, nominee 

or custodian who deposits funds for a principal or principals to whom "pass-through" deposit 

insurance coverage may be extended. The FDIC separates brokered deposit accounts into two 

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 Atlantic Southern Bank. 

Non-DO Brokered Deposits pass to the Assuming Institution, but are excluded from Assumed 

Deposits when the deposit premium is calculated. Please see the attached "Schedule 7- NonDO Broker Deposit Detail Report" for a listing of these accounts. This list will be updated post 

closing with balances as of the Bank Closing Date. 

If Atlantic Southern Bank had any DO Brokered Deposits (Cede & Co as Nominee for DTC), 

they are excluded from Assumed Deposits in the Purchase and Assumption Agreement. 

II. CDARS 

CDARS deposits pass to the Assuming Institution, but are excluded from Assumed Deposits 

when the deposit premium is calculated. 

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. 

Atlantic Southern Bank does have QwickRate® deposits as identified above. The QwickRate® 

deposits are reported as time deposits in the Call Report. [[Failed Bank] uses "Branch 4" on 

their system to identify both brokered and QwickRate® deposits.] Please see the attached 

"Schedule 7- QwickRate® Deposit Detail Report" for a listing of these accounts as of ___, 

20_. This list will be updated post closing with balances as of the Bank Closing Date. 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements 53 Atlantic Southern Bank 

Version 3.1.1- PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia 

May 2U, 2Ull 
This schedule provides account categories and balances as of the date of the deposit download, 

or as indicated. The deposit franchise bid premium will be calculated using account categories 

and balances as of the Bank Closing Date that are reflected in the general ledger or subsystem as 

described above. The final numbers for Schedule 7 will be provided post closing. 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements 54 Atlantic Southern Bank 

Version 3.1.1- PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia 

May 2U, 2Ull 
EXHIBIT 2.3A 


FINAL LEGAL NOTICE 


Claiming Requirements for Deposits 


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


[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. 

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. 

Module I -Whole Bank w/ Optional Shared Loss Agreements 55 Atlantic Southern Bank 

Version 3.1.1- PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia 

May 2U, 2Ull 
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). Ifthe 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] 

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EXHIBIT 2.3B 


AFFIDAVIT OF MAILING 


AFFIDAVII 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 [Narne of Failed Bank] as of the 

date offailure. 

[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 

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EXHIBIT 3.2(c) 

VALUATION OF CERTAIN 

QUALIFIED FINANCIAL CONTRACTS 

Interest Rate Contracts - All interest rate swaps, forward rate agreements, interest rate 

futures, caps, collars and floors, whether purchased or written. 

Option Contracts - All put and call option contracts, whether purchased or written, on 

marketable securities, financial futures, foreign currencies, foreign exchange or foreign 

exchange futures contracts. 

Foreign Exchange Contracts - All contracts for future purchase or sale of foreign 

currencies, foreign currency or cross currency swap contracts, or foreign exchange 

futures contracts. 

B. 	 Exclusions 

All financial contracts used to hedge assets and liabilities that are acquired by the 

Assuming Institution but are not subject to adjustment from Book Value. 

C. 	 Adjustment 

The difference between the Book Value and market value as of the Bank Closing Date. 

D. 	 Methodology 

1. 	 The price at which the Assuming Institution sells or disposes of Qualified 

Financial Contracts will be deemed to be the fair market value of such contracts, 

if such sale or disposition occurs at prevailing market rates within a predefined 

timetable as agreed upon by the Assuming Institution and the Receiver. 

2. 	 In valuing all other Qualified Financial Contracts, the following principles will 

apply: 

(i) 	 All known cash flows under swaps or forward exchange contracts shall be 

present valued to the swap zero coupon interest rate curve. 

(ii) 	 All valuations shall employ prices and interest rates based on the actual 

frequency of rate reset or payment. 

(iii) 	 Each tranche of amortizing contracts shall be separately valued. The total 

value of such amortizing contract shall be the sum of the values of its 

component tranches. 

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(iv) 	 For regularly traded contracts, valuations shall be at the midpoint of the 

bid and ask prices quoted by customary sources (e.g., The Wall Street 

Journal, Telerate, Reuters or other similar source) or regularly traded 

exchanges. 

(v) 	 For all other Qualified Financial Contracts where published market quotes 

are unavailable, the adjusted price shall be the average of the bid and ask 

price quotes from three (3) securities dealers acceptable to the Receiver 

and Assuming Institution as of the Bank Closing Date. If quotes from 

securities dealers cannot be obtained, an appraiser acceptable to the 

Receiver and the Assuming Institution will perform a valuation based on 

modeling, correlation analysis, interpolation or other techniques, as 

appropriate. 

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EXHIBIT 4.13 


INTERIM ASSET SERVICING ARRANGEMENT 


This Interim Asset Servicing Arrangement is made pursuant to and as of the date of that 

certain Purchase and Assumption Agreement (the "Purchase and Assumption Agreement") 

among the Receiver, the Assuming Institution and the Corporation, to which this Arrangement is 

attached. Capitalized terms used and not otherwise defined in this Exhibit 4.13 shall have the 

meanings assigned to such terms in the Agreement. 

(a) With respect to each asset or liability designated from time to time by the 

Receiver to be serviced by the Assuming Institution pursuant to this Interim Asset Servicing 

Arrangement (the "Arrangement"), including any assets or liabilities sold or conveyed by the 

Receiver to any party other than the Assuming Institution (any such party, a "Successor 

Owner") but with respect to which the Receiver has an obligation to service or provide servicing 

support (such assets and liabilities, the "Pool Assets"), during the term of this Arrangement the 

Assuming Institution shall, with respect to the Pool Assets: 

(i) promptly post and apply payments received to the applicable system of 

record; 

(ii) reverse and return insufficient funds checks; 

(iii) pay (A) participation payments to participants in Loans, as and when 

received; (B) tax and insurance bills, as they come due, out of any escrow funds maintained for 

such purposes; and (C) unfunded commitments and protective advances out of any escrow funds 

created for such purposes; 

(iv) process funding draws under Loans and protective advances in connection 

with collateral and acquired property, in each case, as and to the extent authorized and funded by 

the Receiver; 

(v) maintain in use all data processing equipment and systems and other 

systems of record on which any activity with respect to any Pool Assets are, or prior to the Bank 

Closing Date, were, recorded, and maintain all historical data on any such systems as of the Bank 

Closing Date and not, without the express consent of the Receiver (which consent must be 

sought at least sixty (60) days prior to taking any action), decouvert, remove, transfer or 

otherwise discontinue use of any ofthe Failed Bank's systems of record with respect to any Pool 

Asset; 

(vi) maintain accurate records reflecting (A) payments received by the 

Assuming Institution, (B) information received by the Assuming Institution concerning changes 

in the address or identity of any Obligor and (C) other servicing actions taken by the Assuming 

Institution, including checks returned for insufficient funds; 

(vii) send (A) billing statements to Obligors on Pool Assets (to the extent that 

such statements were sent by the Failed Bank or as are requested by the Receiver) and (B) 

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notices to Obligors who are in default on Loans (in the same manner as the Failed Bank or as are 

requested by the Receiver); 

(viii) employ a sufficient number of qualified employees to provide the services 

required to be provided by the Assuming Institution pursuant to this Arrangement (with the 

number and qualifications of such employees to be not less than the number and qualifications of 

employees employed by the Failed Bank to perform such functions as of the Bank Closing Date); 

(ix) hold in trust any Credit Files and any servicing files in the possession or 

on the premises of the Assuming Institution for the Receiver or the Successor Owner (as 

applicable) and segregate from the other books and records of the Assuming Institution and 

appropriately mark such Credit Files and servicing files to clearly reflect the ownership interest 

of the Receiver or the successor owner (as applicable); 

(x) send to the Receiver (indicating closed bank name and number), Attn: 

Interim Servicing Manager, at the email address provided in Section 13.6 of the Purchase and 

Assumption Agreement, or to such other person at such address as the Receiver may designate, 

via overnight delivery: (A) on a weekly basis, weekly reports, including, without limitation, 

reports reflecting collections and trial balances, and (B) any other reports, copies or information 

as may be requested from time to time by the Receiver, including, if requested, copies of (1) 

checks or other remittances received, (2) insufficient funds checks returned, (3) checks or other 

remittances for payment to participants or for taxes, insurance, funding advances and protective 

advances, ( 4) pay -off requests, and ( 5) notices to defaulted Obligors; 

(xi) remit on a weekly basis to the Receiver (indicating closed bank name and 

number), Attn: DRR Cashier Unit, Business Operations Support Branch, in the same manner as 

provided in paragraph (a)(x), via wire transfer to the account designated by the Receiver, or to 

such other person at such other address and/or account as the Receiver may designate, all 

payments received; 

(xii) prepare and timely file all information reports with appropriate tax 

authorities, and, if requested by the Receiver, prepare and file tax returns and remit taxes due on 

or before the due date; 

(xiii) provide and furnish such other services, operations or functions, including, 

without limitation, with regard to any business, enterprise or agreement which is a Pool Asset, as 

may be requested by the Receiver; 

(xiv) establish a custodial account for the Receiver and for each successor 

owner at the Assuming Institution, each of which shall be interest bearing, titled in the name of 

Assuming Institution, in trust for the Receiver or the successor owner (as applicable), in each case 

as the owner, and segregate and hold all funds collected and received with respect to the Pool Assets 

separate and apart from any ofthe Assuming Institution's own funds and general assets; and 

(xv) no later than the end of the second Business Day following receipt thereof, 

deposit into the applicable custodial account and retain therein all funds collected and received 

with respect to the Pool Assets. 

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Notwithstanding anything to the contrary in this Exhibit, the Assuming Institution 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 Institution shall promptly notify the 

Receiver, at the address referred to above in paragraph (a)(x), of any claims or legal actions 

regarding any Pool Asset. 

(b) In consideration for the prov1s10n of the services provided pursuant to this 

Arrangement, the Receiver agrees to reimburse the Assuming Institution for actual, reasonable 

and necessary expenses incurred in connection with the performance of its duties pursuant to this 

Arrangement, including expenses of photocopying, postage and express mail, data processing 

and amounts paid for employee services (based upon the number of hours spent performing 

servicing duties). 

(c) The Assuming Institution shall provide the services described herein for a term of 

up to three hundred sixty-five (365) days after the Bank Closing Date. The Receiver may 

terminate the Arrangement at any time upon not less than sixty (60) days notice to the Assuming 

Institution without any liability or cost to the Receiver other than the fees and expenses due to 

the Assuming Institution as of the termination date pursuant to paragraph (b) above. 

(d) At any time during the term of this Arrangement, the Receiver may, upon not less 

than thirty (30) days prior written notice to the Assuming Institution, remove one or more Pool 

Assets, and at the time of such removal the Assuming Institution's responsibility with respect 

thereto shall terminate. 

(e) At the expiration of this Arrangement or upon the termination of the Assuming 

Institution's responsibility with respect to any Pool Asset pursuant to paragraph (d) hereof, the 

Assuming Institution shall: 

(i) deliver to the Receiver (or its designee) all of the Credit Documents and 

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 designees (including, without limitation, its 

contractors and persons to which any Pool Assets are conveyed). 

(f) At the request of the Receiver, the Assuming Institution shall perform such 

transitional services with regard to the Pool Assets as the Receiver may request. Transitional 

services may include, without limitation, assisting in any due diligence process deemed 

necessary by the Receiver and providing to the Receiver and its designees (including, without 

limitation, its contractors and any actual or potential successor owners) (i) 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 to facilitate due diligence 

by actual and potential successor owners, and (ii) access to employees of the Assuming 

Institution involved in the management of, or otherwise familiar with, the Pool Assets. 

(g) Until such time as the Arrangement expires or is terminated, without limitation of 

its obligations set forth above or in the Purchase and Assumption Agreement and without any 

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additional consideration (other than that set forth in paragraph (b) above), the Assuming 

Institution shall provide the Receiver and its designees (including, without limitation, its 

contractors and actual and potential successor owners) with the following, as the same may be 

requested: 

(i) access to and the ability to obtain assistance and information from 

personnel of the Assuming Institution, including former personnel of the Failed Bank and 

personnel of third party consultants; 

(ii) access to and the ability to use and download information from data 

processing systems and other systems of record on which information regarding Pool 

Assets or any assets transferred to or liabilities assumed by the Assuming Institution is 

stored or maintained (regardless of whether information with respect to other assets or 

liabilities is also stored or maintained thereon); and 

(iii) access to and the ability to use and occupy office space (including parking 

facilities and vault space), facilities, utilities (including local telephone service and 

facsimile machines), furniture, equipment (including photocopying and facsimile 

machines), and technology and connectivity (including email accounts, network access 

and technology resources such as shared drives) in the Bank Premises occupied by the 

Assuming Institution. 

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EXHIBIT 4.15A 


SINGLE FAMILY SHARED-LOSS AGREEMENT 


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EXHIBIT 4.15A 


SINGLE FAMILY SHARED-LOSS AGREEMENT 


5.7 Records and Reports ............................................... 15 


TABLE OF CONTENTS 

ARTICLE 1. GENERAL ................................................1 


1.1 	 Purpose..................................................................... 1 


1.2 	 Relationship with Purchase and Assumption 


Agreement................................................................ 1 


1.3 	 Defined Terms ......................................................... 1 


ARTICLE 2. SHARED-LOSS ARRANGEMENT .......1 


2.1 	 Accounting for and Management of Shared-Loss 


Loans........................................................................ 1 


2.2 	 Payments with Respect to Shared-Loss Loans ......... 2 


2.3 	 Payments Applicable to Shared-Loss Months .......... 2 


2.4 	 Loss Mitigation and Loan Modification ................... 2 


2.5 	 True-Up Payment and Calculation ........................... 5 


2.6 	 Limitation on Payments ........................................... 5 


2.7 	 Treatment as a Shared-Loss Loan ............................ 6 


ARTICLE 3. ADMINISTRATION OF SHAREDLOSS LOANS ..................................................... ..7 


3.1 	 Management Standards Regarding Administration . 7 


3.2 	 Assuming Institution's Responsibilities and Duties. 7 


3.3 	 Third Party Servicers and Affiliates ......................... 9 


3.4 	 Utilization by Assuming Institution of Special 


Receivership Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 


3.5 	 Tax Ruling ............................................................. 10 


ARTICLE 4. SALE OF CERTAIN SHARED-LOSS 


LOANS AND ORE .................................................10 


4.1 	 Sales of Shared-Loss Loans .................................. 10 


4.2 	 Calculation of Gain or Loss on Sale ....................... 11 


4.3 	 Sale of ORE ........................................................... 11 


ARTICLE 5. CERTIFICATES, REPORTS AND 


RECORDS ..........................................................12 


5.1 	 Reporting Obligations of the Assuming Institution 12 


5.2 	 Monthly Certificates .............................................. 12 


5.3 	 Monthly Data ......................................................... 13 


5.4 	 NotificationofRelatedLoans ................................ 14 


5.5 	 Auditor's Report; Right to Audit ........................... 14 


5.6 	 AccountingPrinciples ............................................ 15 


ARTICLE 6. MISCELLANEOUS............................... 16 


6.1 Expenses................................................................. 16 


6.2 Successors and Assigns .......................................... 16 


6.3 Waiver of Jury Trial.. ............................................. 17 


6.4 No Third Party Beneficiary .................................... 17 


6.5 Consent, Determination or Discretion .................... 17 


6.6 Rights Cumulative .................................................. 17 


6.7 References .............................................................. 17 


6.8 Notice ..................................................................... 18 


ARTICLE 7. DISPUTE RESOLUTION ..................... 18 


7.1 	 Methods of Resolution ........................................... 18 


7.2 	 Informal Resolution ................................................ 18 


7.3 	 Resolution by Non-Binding Dispute Resolution 


Proceeding .............................................................. 19 


7.4 	 Confidentiality of Compromise Negotiations ......... 19 


7.5 	 Payment Resulting from Compromise 


Negotiations ........................................................... 19 


7.6 	 Formal Resolution .................................................. 19 


7.7 	 Limitation on FDIC Party ....................................... 20 


7.8 	 Effectiveness of Agreement Pending Dispute ........ 20 


7.9 	 Governing Rules and Law ...................................... 20 


7.10 	 Review Board Proceedings .................................... 20 


7.11 	 Impartiality ............................................................. 22 


7.12 	 Schedule ................................................................. 22 


7.13 	 Written Award ........................................................ 22 


7.14 	 Interest Rate on Award ........................................... 23 


7.15 	 Payments ................................................................ 23 


7.16 	 Fees, Costs andE.x.-penses ....................................... 23 


7.17 	 Binding and Conclusive Nature .............................. 23 


7.18 	 No Precedent.. ........................................................ 23 


7.19 	 Confidentiality; Proceedings, Information and 


Documents.............................................................. 23 


7.20 	 Confidentiality of Arbitration Award ..................... 24 


7.21 	 Extension of Time Periods ..................................... 24 


7.22 	 Venue ..................................................................... 24 


ARTICLE 8. DEFINITIONS ....................................... 24 


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EXHIBITS 

Page 


Monthly Certificate ............................................................................................................................................... Exhibit 1 31 


Calculation of Restructuring Loss 


HAMP or FDIC Loan Modification (Loan Written Down) .................................................................... Exhibit 2a(l) 34 


HAMP or FDIC Loan Modification (No Preceding Loan Restmcture) .................................................. Exhibit 2a(2) 36 


2nd FDIC Modification ............................................................................................................................ Exhibit 2a(3) 38 


Calculation of Short -Sale Loss 


Written Down to Book Value .................................................................................................................. Exhibit 2b(l) 42 


No Preceding Loan Modification Under Loss Share ............................................................................... Exhibit 2b(2) 44 


After a Covered Loan Modification ........................................................................................................ Exhibit 2b(3) 46 


Calculation of Foreclosure Loss 


ORE or Foreclosure Occurred Prior to Loss Share Agreement... ............................................................ Exhibit 2c(l) 50 


During the Term of the Agreement, No Preceding Loan Modification Under Loss Share ..................... Exhibit 2c(2) 52 


Foreclosure After Covered Loan Modification ....................................................................................... Exhibit 2c(3) 54 


Calculation of Home Equity Loan Loss ......................................................................................................... Exhibit 2d( 1) 58 


Calculation of Recovery When a Restmcturing Loss Has Been Paid ............................................................ Exhibit 2d(2) 60 


Calculation of Loan Sale Loss 


Loan Written Down to Book Value Prior to Loss Share ......................................................................... Exhibit 2e(l) 63 


No Preceding Loan Modification under Loss Share ................................................................................ Exhibit 2e(2) 64 


Loan Sale after a Covered Loan Modification ........................................................................................ Exhibit 2c(3) 65 


Tme-Up .............................................................................................................................................................. Exhibit 2.5 67 


Portfolio Perfonnance and Summary Schedule ..................................................................................................... Exhibit 3 68 


Wire Transfer Instructions ..................................................................................................................................... Exhibit 4 70 


FDIC Mortgage Loan Modification Program ........................................................................................................ Exhibit 5 71 


Single Family Shared-Loss Loans ................................................................................................................. Exhibit 5 3(a) 74 


SCHEDULE 

Page 


Loans Subject to Loss Sharing under the Single Family Shared-Loss Agreement... .................................. Schedule 4.15A 79 


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EXHIBIT 4.15A 

SINGLE FAMILY SHARED-LOSS AGREEMENT 

A This Single Family Shared-Loss Agreement and the Exhibits attached hereto and 

incorporated herein by this reference (collectively, the "Agreement") is made pursuant to and as 

of the date of that certain Purchase and Assumption Agreement (the "Purchase and 

Assumption Agreement") among the Receiver, the Assuming Institution and the Corporation, 

to which this Agreement is attached. 

B. This Agreement shall apply only if the Assuming Institution has purchased Shared-Loss 

Loans (as defined herein) pursuant to the Purchase and Assumption Agreement. Subject to the 

provisions of this Agreement, it is the intention of the parties that the Receiver and the Assuming 

Institution shall share certain losses and gains in respect of such Shared-Loss Loans. 

AGREEMENT 

ARTICLE 1. GENERAL. 

1.1. Purpose. The purpose of this Agreement is to set forth requirements regarding, 

among other things, management of Shared-Loss Loans by the Assuming Institution and 

procedures for notices, consents, reporting and payments. In administering the Shared-Loss 

Loans, the Assuming Institution shall at all times comply with the Management Standards set 

forth in Article 3. 

1.2. Relationship with Purchase and Assumption Agreement. To the extent that 

any inconsistencies may arise between the terms of the Purchase and Assumption Agreement and 

this Agreement with respect to the subject matter of this Agreement, the terms of this Agreement 

shall control. 

1.3. Defined Terms. The capitalized terms used in this Agreement have the meanings 

defined or referenced in Article 8. 

ARTICLE 2. SHARED-LOSS ARRANGEMENT. 

2.1. Accounting for and Management of Shared-Loss Loans. 

(a) Initial Values. The Assuming Institution shall record the Shared-Loss 

Loans on its Accounting Records at their respective Book Values as of the Commencement Date. 

(b) Adjustments. After the Commencement Date, the Assuming Institution 

shall adjust the Book Values of the Shared-Loss Loans in accordance with this Agreement, the 

Examination Criteria and Article VIII of the Purchase and Assumption Agreement. 

(c) Management. Thereafter, the Assuming Institution shall manage and 

account for the Shared-Loss Loans in accordance with this Agreement. 

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2.2. Payments with Respect to Shared-Loss Loans. 

(a) Calculation and Method of Payments. Subject to the conditions of this 

Agreement, the parties shall make the payments set forth in this Article 2. All payments made 

by a party under this Agreement shall be made by wire transfer. 

(b) Timing of Payments. 

(i) Payments by the Receiver under this Article 2 shall be made within 

thirty (30) days following the date on which the Receiver receives each Monthly 

Certificate, provided that the Monthly Certificate is complete, accurate, timely and in 

compliance with the requirements ofthis Agreement. 

(ii) Payments by the Assuming Institution under this Article 2 shall be 

made on or before the due date for each Monthly Certificate. 

(c) Source of Receiver's Funds. Payment obligations of the Receiver with 

respect to this Agreement shall be treated as administrative expenses of the Receiver pursuant to 

12 U.S.C §1821(d)(11). To the extent that the Receiver requires funds to make payments 

relating to Shared-Loss Loans pursuant to this Agreement, the Receiver shall request funds under 

the Master Loan and Security Agreement between the FDIC in its corporate capacity and the 

FDIC in its receivership capacity, with respect to any receivership, dated as of May 21, 2009, as 

amended. 

2.3. Payments Aoolicable to Shared-Loss Months. For each Shared-Loss Month, 

pursuant to the applicable Monthly Certificate, one of the payments described at (a) or (b) below 

shall be made, as appropriate, with respect to Shared-Loss Loans. 

(a) Covered Loss Payments by the Receiver. The Receiver shall pay to the 

Assuming Institution the "Covered Loss" for the period, which is an amount equal to: 

(i) the Applicable Percentage ofthe sum of: 

(A) the total Monthly Loss Amount for all Shared-Loss Loans; 

less 

(B) the total monthly Recovery Amount for all Shared-Loss 

Loans; less 

(C) the total monthly Collections on Fully Charged-Off Assets. 

(b) Covered Gain Payments by the Assuming Institution. If the result of the 

calculation in Section 2.3(a) is a negative amount (the "Covered Gain"), the Assuming 

Institution shall pay such amount to the Receiver. 

2.4. Loss Mitigation, Loan Modification and Loss Calculations. 

(a) Loss Mitigation Programs. The Assuming Institution shall administer and 

undertake reasonable and customary loss mitigation efforts and act in accordance with usual and 

prudent banking practices and the provisions of this Agreement with respect to Shared-Loss 

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Loans. Within ninety (90) days of bank closing, the Assuming Institution shall submit to the 

FDIC for approval a written loss mitigation plan. The loss mitigation plan shall be updated 

annually and submitted to the FDIC. On a quarterly basis the Assuming Institution shall deliver 

to the FDIC the internal management reports utilized to monitor the status of loan modifications 

in process for assets on Schedule 4.15A as well as assets that have successfully undergone loan 

modification under an approved modification program according to the Agreement. 

(b) Single Family Shared-Loss Loans. For each Single Family Shared-Loss 

Loan in default or for which a default is reasonably foreseeable, the Assuming Institution shall 

undertake loss mitigation efforts in accordance with one of the following programs, as amended 

from time to time, selected by the Assuming Institution in its discretion: 

(i) FDIC Mortgage Loan Modification Program as set forth m 

Exhibit 5; 

(ii) the United States Treasury's Home Affordable Modification 

Program Guidelines; or 

(iii) 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 Federal governmental agency. 

(c) Other Shared-Loss Loans. For each Shared-Loss Loan which is not a 

Single Family Shared-Loss Loan and which is in default, or for which a default is reasonably 

foreseeable, the Assuming Institution shall adopt loss mitigation procedures in accordance with 

its own Examination Criteria and all applicable laws and regulations and shall undertake loss 

mitigation efforts substantially similar to loss mitigation efforts with respect to, and without 

favoring, any assets held by the Assuming Institution or any of its Affiliates that are not SharedLoss Loans. 

(d) Loan Modification Guidelines. In undertaking loss mitigation efforts for 

each Shared-Loss Loan (the method adopted for each Shared-Loss Loan as required by Sections 

2.4(b) and 2.4( c) being referred to as the "Modification Guidelines"), the Assuming Institution: 

(i) shall implement the Modification Guidelines within ninety (90) 

days following Bank Closing; 

(ii) may submit claims during the period described in paragraph (i) for 

payments relating to Shared-Loss Loans under any guidelines which may have been in 

place at the Failed Bank. If no such guidelines were in place at the Failed Bank, the 

Assuming Institution may use its own guidelines for submission of such claims; 

(iii) shall, in implementing the Modification Guidelines, (A) consider 

and document its consideration of foreclosure, loan restructuring, short-sale and any other 

appropriate methods of loss mitigation and (B) select the method that the Assuming 

Institution determines will result in the least Loss, based on its estimated calculations. If 

unemployment or underemployment of the Obligor with respect to a Shared-Loss Loan is 

the primary cause of default, or of a reasonably foreseeable default, the Assuming 

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Institution may consider entering into a temporary forbearance plan with the Obligor to 

reduce loan payments to an affordable level for at least six (6) months; and 

(iv) shall not be required to modify or restructure any Shared-Loss 

Loan on more than one occasion or to consider any alternatives with respect to any 

Shared-Loss Loan that was in the process of foreclosure as of the Bank Closing Date if 

the Assuming Institution considers, and so documents, that a loan modification is not 

cost-effective pursuant to the standards set forth in Exhibit 5. In such circumstances, the 

Assuming Institution may continue such foreclosure measures in compliance with all 

applicable laws and regulations, and recover any Foreclosure Loss as provided in this 

Agreement. 

(e) Loss Calculations. Losses on Shared-Loss Loans shall be calculated in the 

form, and determined in accordance with, the methodologies set forth in the respective Exhibits 

attached to this Agreement as follows: 

(i) Restructuring Losses shall be determined m accordance with 

Exhibits 2a(l)-(3); 

(ii) Deficiency Losses shall be reported as Restructuring Losses and, if 

applicable, the net present value of a modified Shared-Loss Loan shall be determined in 

accordance with Exhibits 2a(l)-(3), as applicable; 

(iii) Modification Default Losses shall be determined in accordance 

with Exhibits 2a(l)-(3), as applicable; 

(iv) Short-Sale Losses shall be determined in accordance with Exhibits 

2b(l)-(3); 

(v) Foreclosure Losses shall be determined m accordance with 

Exhibits 2c(l)-(3); 

(vi) Home Equity Loan Losses shall be determined in accordance with 

the charge-off policies of the loan classification criteria employed by the Assuming 

Institution's Chartering Authority as set forth in Exhibit 2d(l); 

(vii) Losses, if applicable, on Restructured Loans shall be determined in 

accordance with Exhibit 2d(2); 

(viii) Loan Sale Losses shall be determined in accordance with Exhibits 

2e(l)-(3); 

(ix) Losses on Investor-Owned Residential Loans shall be determined 

in the same manner as Restructuring Losses. With the consent of the Receiver, InvestorOwned Residential Loans may be restructured under terms different from the standards 

set forth in Exhibit 5. 

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2.5. True-Up Payment and Calculation. 

(a) Payment Obligation of the Assuming Institution. If the Assuming 

Institution's Bid Amount, as set forth in Article VII of the Purchase and Assumption Agreement, 

includes an "Asset discount bid" which represents five percent (5%) or more of the purchase 

price of the Assets determined in accordance with Article III of the Purchase and Assumption 

Agreement, the Assuming Institution shall pay to the Receiver on the True-Up Date any positive 

amount resulting from the calculation set forth in Exhibit 2.5. 

(b) Reporting of Calculation. On or before the True-Up Date the Assuming 

Institution shall deliver to the Receiver a schedule, signed by the chief executive officer or the 

chief financial officer of the Assuming Institution, setting forth in reasonable detail the 

calculation described in Exhibit 2.5, including the calculation of the Net Loss Amount. 

2.6. Limitation on Payments. 

(a) Failure to Administer. If the Assuming Institution fails to administer any 

Shared-Loss Loan in accordance with the provisions of Article 3, the Receiver may determine 

that such asset will not be treated as a Shared-Loss Loan pursuant to this Agreement. 

(b) Receiver's Right to Withhold Payment. Notwithstanding any other 

provision of this Article 2, the Receiver may withhold all or any portion of a payment to the 

Assuming Institution of the amount requested in a Monthly Certificate if the Receiver or the 

Corporation determines that: 

(i) a Monthly Certificate is incomplete, inaccurate or untimely; 

(ii) based upon the criteria set forth in this Agreement, including, 

without limitation, the requirements set forth in Section 2.4, or Customary Servicing 

Procedures, a Loss should not have been effected by the Assuming Institution; 

(iii) based upon the Examination Criteria, a Charge-Off of a SharedLoss Loan should not have been effected by the Assuming Institution; 

(iv) there is a reasonable basis under the terms of this Agreement for 

denying the eligibility of amounts included in a Monthly Certificate for which 

reimbursement or payment is sought; 

(v) with respect to a particular Shared-Loss Loan, the Assuming 

Institution has not complied, or is not complying, with the Management Standards; 

(vi) the Assuming Institution has failed to comply with the 

requirements set forth in Section 5.5 including, but not limited to, permitting the 

Receiver, its agents, contractors and/or employees to determine compliance with this 

Agreement pursuant to Section 5.5(c); or 

(vii) a retroactive accounting adjustment is to be made by the Receiver 

pursuant to Section 5.5(c). 

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(c) Opportunity to Cure; Payment. 

(i) In the event that a determination is made to withhold an amount 

pursuant to Section 2.6(b ), the Receiver shall provide the Assuming Institution with 

notice detailing the grounds for withholding such amount and the Assuming Institution 

shall cure any deficiency within a reasonable period of time. 

(ii) If the Assuming Institution demonstrates to the satisfaction of the 

Receiver that the grounds for withholding a payment, or any part thereof, no longer exist 

or have been cured, the Receiver shall pay the Assuming Institution the amount which the 

Receiver determines is eligible for payment within thirty (30) days following the date of 

such determination. 

(iii) If the Assuming Institution does not cure any such deficiency 

within a reasonable period of time, the Receiver may withhold payment as described in 

Section 2.6(b) with respect to the affected Shared-Loss Loan(s), but such withholding 

will not affect the Receiver's obligation to make any other payment properly due 

pursuant to this Agreement. 

(d) Adjustments. In the event that the Receiver withholds payment with 

respect to Losses claimed or determines pursuant to Section 2.6(b) that a payment was 

improperly made, the Assuming Institution and the Receiver shall, upon final resolution of such 

issue, make such accounting adjustments and payments as may be necessary to give retroactive 

effect to such actions, including making the necessary adjustments to the Covered Loss or 

Covered Gain for the affected Monthly Certificate(s). 

(e) Interest on Payments. Any payment by the Receiver pursuant to Section 

2.6(c)(ii) shall be made together with interest on the amount thereof that accrues with effect from 

five (5) Business Days after the date on which payment was agreed or determined to be due until 

such amount is paid. The annual interest rate shall be determined by the Receiver based on the 

coupon equivalent of the three (3)-month U.S. Treasury Bill Rate in effect as of the first Business 

Day of each three-month period during which such interest accrues as reported in the Federal 

Reserve Board Statistical Release for Selected Interest Rates HIS opposite the caption 

"Treasury bills (secondary market), 3-month" or, if not so reported for such day, for the next 

preceding Business Day for which such rate was so reported. 

(f) Determination of Disputes. Any dispute arising under this Section 2.6 

shall be resolved pursuant to the dispute resolution procedures of Article 7. 

2.7. Treatment as a Shared-Loss Loan. 

(a) Payment of Foreclosure Loss or Short-Sale Loss. The Receiver shall be 

relieved of its obligations with respect to a Shared-Loss Loan upon payment to the Assuming 

Institution of amounts in respect of a Foreclosure Loss or a Short-Sale Loss on that Shared-Loss 

Loan. 

(b) Loss of Right to Receive Shared-Loss Loan Payments. The Assuming 

Institution shall not be entitled to payments relating to a Shared-Loss Loan pursuant to Section 

2.3 ifthe Assuming Institution or any Affiliate of the Assuming Institution: 

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(i) sells or otherwise transfers that Shared-Loss Loan or any interest 

therein (whether with or without recourse) to any Person, other than in compliance with 

this Agreement; 

(ii) makes any additional advance, commitment or mcrease m the 

amount of a Commitment with respect to that Shared-Loss Loan; 

(iii) makes any amendment, modification, renewal or extension of a 

Shared-Loss Loan, other than in compliance with this Agreement; 

(iv) manages, administers or collects any Related Loan in a manner 

which would increase the amount of any collections with respect to that Related Loan to 

the detriment of the Shared-Loss Loan to which such loan is related; or 

(v) fails to administer that Shared-Loss Loan pursuant to the 

Management Standards, including, without limitation, consistent failure to provide 

complete, accurate and timely certificates and reports pursuant to Article 5. 

(c) Effective Date of Loss of Shared-Loss Loan Treatment. If any of the 

actions described in Section 2.7(b) occur with respect to a Shared-Loss Loan, the Receiver shall 

not be obligated to make any payments to the Assuming Institution with respect to any affected 

Shared-Loss Loan after the date of occurrence of such action. 

ARTICLE3. ADMINISTRATION OF SHARED-LOSS LOANS. 

3.1. Management Standards Regarding Administration. During the term of this 

Agreement the Assuming Institution shall manage, administer and collect all Shared-Loss Loans 

while owned by it or any of its Affiliates in accordance with the rules, requirements and 

standards regarding management, administration and collection of Shared-Loss Loans set forth in 

this Article 3 (the "Management Standards"). Failure to comply with the Management 

Standards shall constitute a material breach of this Agreement. If the Receiver determines, in its 

sole and absolute discretion, that the Assuming Institution is not in compliance with the 

Management Standards, it may notify the Assuming Institution of the breach and may take action 

pursuant to this Agreement including, without limitation, withholding all or any portion of a 

payment, as provided in Section 2.6(b ). 

3.2. Assuming Institution's Responsibilities and Duties. 

(a) Covenants of the Assuming Institution. The Assuming Institution shall: 

(i) be responsible to the Receiver and the Corporation in the 

performance of this Agreement, whether performed by the Assuming Institution, an 

Affiliate or a Third Party Servicer; 

(ii) provide to the Receiver and the Corporation such certificates, 

notifications and reports as the Receiver or the Corporation reasonably deems advisable, 

including but not limited to the certificates, notifications and reports required by Article 

5;and 

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(iii) permit the Receiver and the Corporation to monitor the Assuming 

Institution's performance of its duties hereunder at all times. 

(b) Duties of the Assuming Institution with Respect to Shared-Loss Loans. In 

the performance of duties in accordance with the Management Standards, the Assuming 

Institution shall at all times exercise its best business judgment and shall: 

(i) manage, administer and collect amounts owed on each SharedLoss Loan in a manner consistent with the following: 

(A) usual and prudent business and banking practices and 

Customary Servicing Procedures; and 

(B) the Assuming Institution's (or, if applicable, a Third Party 

Servicer' s) practices and procedures including, without limitation, all applicable 

laws and regulations, the written internal credit policy guidelines of the Assuming 

Institution (or, if applicable, of a Third Party Servicer) in effect from time to time, 

with respect to the management, administration and collection of loans, ORE and 

repossessed collateral that do not constitute Shared-Loss Loans; 

(ii) use its best efforts to maximize collections with respect to, and 

manage and administer, Shared-Loss Loans without favored treatment for any assets 

owned by the Assuming Institution or any of its Affiliates that are not Shared-Loss 

Loans; 

(iii) adopt and implement accounting, reporting, record-keeping and 

similar systems with respect to the Shared-Loss Loans, as provided in Sections 5.6 and 

5.7; 

(iv) retain sufficient staff to perform its duties hereunder; 

(v) not manage, administer or collect a Related Loan in a manner 

which would have the effect of increasing the amount of any collections with respect to 

the Related Loan to the detriment of the Shared-Loss Loan to which such loan is related; 

(vi) cause any of its Affiliates to which it transfers any Shared-Loss 

Loans and any Third Party Servicer to act in accordance with the Management Standards; 

and 

(vii) other than as provided in Section 2.4, comply with the 

Modification Guidelines for any Single Family Shared-Loss Loans meeting the 

requirements set forth in such guidelines and may propose exceptions to Exhibit 5 (FDIC 

Loan Modification Program) for a group of Shared-Loss Loans with similar 

characteristics, with the objectives of (A) minimizing the loss to the Assuming Institution 

and the Receiver and (B) maximizing the opportunity for qualified homeowners to 

remain in their homes with affordable mortgage payments. 

(viii) in connection with the review of loss mitigation options such as 

loan modifications on shared-loss loans, have sufficient designated loss mitigation staff 

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so that (A) borrowers are apprised of loss mitigation options, (B) each borrower who is 

being considered for a loan modification or other loss mitigation options will have a 

single point of contact with the AI to respond to borrower inquiries and questions 

regarding the process, and (C) foreclosure actions are not taken while a borrower's 

request for a loan modification or other loss mitigation option is pending, or if the 

borrower is current on a trial or permanent modification. 

3.3. Third Party Servicers and Affiliates. 

(a) Appointment of Third Party Servicers. 

(i) With the prior consent of the Receiver, the Assuming Institution 

may perform any of its obligations and/or exercise any of its rights under this Agreement 

through one or more Third Party Servicers. The Assuming Institution shall notify the 

Receiver at least forty ( 40) days prior to the proposed appointment of a Third Party 

Servicer. Such notice will include information regarding the Third Party Servicer' s 

relevant experience, qualifications, financial strength and any pending litigation in 

relation to its servicing activities. In the case of a Third Party Servicer that is an Affiliate 

of the Assuming Institution, the notice shall include an express statement that the Third 

Party Servicer is an Affiliate. The Receiver may object to the proposed appointment of a 

Third Party Servicer by giving the Assuming Institution notice that it so objects within 

thirty (30) days following the Receiver's receipt of the notice of the proposed 

appointment. The appointment of a Third Party Servicer by the Assuming Institution 

shall not release the Assuming Institution from any obligation or liability hereunder. 

(ii) The Assuming Institution shall provide to the Receiver written 

notification immediately following the execution of any contract pursuant to which a 

Third Party Servicer or any third party (other than an Affiliate of the Assuming 

Institution) will manage, administer or collect any of the Shared-Loss Loans. 

(b) Actions of and Expenses Incurred by Third Party Servicers. The 

Assuming Institution shall ensure that the practices, procedures and guidelines of any Third Party 

Servicer comply with the obligations of the Assuming Institution under this Agreement. The 

Assuming Institution shall provide to the Receiver a copy of the Assuming Institution's written 

agreement with each Third Party Servicer and shall ensure compliance by each Third Party 

Servicer with the Assuming Institution's obligations under this Agreement, including, without 

limitation, amending such agreement with each Third Party Servicer to the extent necessary. 

Subject to the foregoing and to the other provisions of this Agreement, a Third Party Servicer 

may take actions and incur expenditures in the same manner as the Assuming Institution, and 

out-of-pocket expenses incurred by a Third Party Servicer on behalf of the Assuming Institution 

shall be treated as if incurred by the Assuming Institution. 

(c) Duties with Respect to Affiliates. The Assuming Institution may transfer 

any Shared-Loss Loan to an Affiliate of the Assuming Institution for administrative convenience, 

provided that such transfer is for no consideration. The Assuming Institution shall provide to the 

Receiver prior written notification of any transaction with or by any Affiliate of the Assuming 

Institution with respect to any Shared-Loss Loan including, without limitation, the execution of 

any contract pursuant to which an Affiliate of the Assuming Institution will own, manage, 

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administer or collect amounts owing with respect to a Shared-Loss Loan. The Assuming 

Institution shall notify the Receiver at least forty ( 40) days prior to a proposed transaction with 

an Affiliate which is not on an arm's length basis or commercially reasonable terms. Such notice 

will include information regarding the Affiliate's relevant experience, qualifications and 

financial strength. The Receiver may object to the proposed transaction with an Affiliate in such 

circumstances by giving the Assuming Institution notice that it so objects within thirty (30) days 

following the Receiver's receipt of the notice of the proposed transaction. 

3.4. Utilization by the Assuming Institution of Special Receivership Powers. 

(a) Notice and Request to Receiver. Upon timely notice to and with the prior 

consent of the Receiver, which may be granted or withheld in its sole discretion, to the extent 

permitted by applicable law, the Assuming Institution may utilize in a legal action any special 

legal power or right which the Assuming Institution derives as a result of having acquired a 

Shared-Loss Loan from the Receiver. 

(b) Use of Special Legal Powers. The Receiver may direct usage by the 

Assuming Institution of any special legal powers of the Receiver or the Corporation. The 

Assuming Institution shall: 

(i) comply in all respects with any direction from the Receiver or the 

Corporation and with any protocols, directives or interpretive memoranda issued from 

time to time by the Receiver or the Corporation; 

(ii) upon request of the Receiver, notify the Receiver of the status of 

any legal action in which any special legal power or right is utilized; and 

(iii) immediately notify the Receiver of any judgment or significant 

order in any legal action involving any of such special powers or rights. 

3.5. Tax Ruling. The Assuming Institution shall not at any time, without the 

Corporation's prior 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 Agreement. 

ARTICLE 4. SALE OF CERTAIN SHARED-LOSS LOANS AND ORE. 

4.1. Sales of Shared-Loss Loans. All sales of Shared-Loss Loans are subject to the 

prior written approval of the Receiver, except as provided in Section 4.3: 

(a) Sales with the Receiver's Consent. At any time following the 

Commencement Date and with the prior consent of the Receiver, the Assuming Institution may 

conduct sales to liquidate for cash consideration, in one or more transactions, all or a portion of 

the Shared-Loss Loans (individually or in portfolio transactions) then held by the Assuming 

Institution. The Assuming Institution shall provide the Receiver with at least sixty (60) days 

notice prior to any such proposed sale and the notice shall set forth the sale details and the 

proposed sale schedule. Restructured Loans shall be sold in a separate pool or transaction (as 

applicable) from Shared-Loss Loans that have not been restructured. Proposals by the Assuming 

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Institution for the sale of any Shared-Loss Loans other than as provided in this Section 4.1(a) 

may be considered by the Receiver on a case-by-case basis. 

(b) Sales Required by the Receiver. During the twelve (12) month period 

immediately prior to the Termination Date the Receiver may, in its sole and absolute discretion, 

require the Assuming Institution to liquidate for cash consideration, in one or more transactions, 

all Shared-Loss Loans then held by the Assuming Institution. If the Receiver exercises such 

right, it shall give notice to the Assuming Institution setting forth the time period within which 

the Assuming Institution shall be required to offer to sell the Shared-Loss Loans and the 

Assuming Institution shall make a good faith effort to sell the Shared-Loss Loans and to 

otherwise comply with the provisions of the Receiver's notice. 

(c) Conduct of Sales. Any sale pursuant to this Section 4.1 shall be conducted 

by means of sealed bid, to third parties, which may not include any Affiliates of the Assuming 

Institution, any contractors of the Assuming Institution or any Affiliates of contractors of the 

Assuming Institution. The Assuming Institution shall notify the Receiver prior to the proposed 

appointment of any financial advisor or other third party broker or sales agent for the liquidation 

of the remaining Shared-Loss Loans pursuant to Section 4.1(b ). The Receiver may object to 

such proposed appointment by giving the Assuming Institution notice that it so objects within 

thirty (30) days following the Receiver's receipt of the notice of the proposed appointment. 

4.2. Calculation of Gain or Loss on Sale. 

(a) Shared-Loss Loans. For Shared-Loss Loans that are not Restructured 

Loans, any gain or loss on sales conducted in accordance with the provisions of Section 4.1 will 

be calculated based on the gross sale price received by the Assuming Institution minus the 

aggregate unpaid principal balance of the Shared-Loss Loans which are sold, using the 

methodologies set forth in Exhibits 2e(1)-(3). 

(b) Restructured Loans. For any Restructured Loan included in a sale under 

Section 4.1, a gain or loss will be calculated as follows: 

(i) the sale price received by the Assuming Institution; minus 

(ii) the net present value of estimated cash flows on the Restructured 

Loan that was used in the calculation of the related Restructuring Loss; plus 

(iii) loan principal payments collected by the Assuming Institution 

from the effective date on which the Loan was restructured to the date of sale, in 

accordance with the methodologies set forth in Exhibits 2e(1)-(3). 

4.3. Sale of ORE. Notwithstanding the provisions of Section 4.1, the Assuming 

Institution may sell or otherwise dispose of ORE at any time to a person other than an Affiliate, a 

contractor of the Assuming Institution or any Affiliate of a contractor of the Assuming 

Institution, provided that such sale is conducted in an arm's length, commercially reasonable and 

prudent manner. 

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ARTICLE 5. CERTIFICATES, REPORTS AND RECORDS. 

5.1. Reporting Obligations of the Assuming Institution. 

(a) Records, Notifications and Reports. The Assuming Institution shall 

maintain such records, provide such notifications and deliver such reports as are required 

pursuant to this Agreement, including, without limitation, the records, notifications and reports 

as provided in the following provisions of this Article 5. Nothing contained in this Agreement 

shall be deemed to modify any laws, regulations or orders that are otherwise applicable to the 

Assuming Institution. 

(b) Certification of Accuracy and Completeness. Every submission by the 

Assuming Institution to the Receiver of a Monthly Certificate and any other document or 

information shall constitute a certification from the Assuming Institution that the information 

provided in such submission is correct, complete and in compliance with this Agreement. 

5.2. Monthly Certificates. Within fifteen (15) days following the end of each 

Shared-Loss Month, the Assuming Institution shall deliver to the Receiver a Monthly Certificate 

setting forth in such form and detail as the Receiver may reasonably specify from time to time: 

(a) Shared-Loss Loans. For each Shared-Loss Loan, a completed schedule, 

substantially in the form of Exhibit 1, which provides for the following items, among others: 

(i) the Applicable Percentage ofthe sum of: 

(A) the total Monthly Loss Amount for all Shared-Loss Loans; 

and 

(B) the total monthly Recovery Amount for all Shared-Loss 

Loans; 

(ii) the total monthly Collections on Fully Charged-Off Assets; 

(iii) the total Covered Loss or Covered Gain; 

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

of the Shared-Loss Month; 

(v) a summary of Shared-Loss Loans for which Loss Amounts 

(calculated in accordance with the applicable Exhibit) are claimed, of the related Loss 

Amount for each Shared-Loss Loan and ofthe total Monthly Loss Amount for all SharedLoss Loans; and 

(vi) a summary of Shared-Loss Loans for which Recovery Amounts 

were received by the Assuming Institution, of the Recovery Amount for each SharedLoss Loan and of the total Recovery Amount for all Shared-Loss Loans. 

(b) Calculation of Loss Amount. For each of the Shared-Loss Loans for 

which a Loss is claimed for a Shared-Loss Month, a schedule showing the calculation of the 

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Loss Amount in the form and in accordance with the methodology set forth in Exhibits 2a(1)-(3), 

Exhibits 2b(l)-(3), Exhibits 2c(l)-(3) or Exhibit 2d(l) as applicable. 

(c) Home Equity Loans. For each of the Restructured Loans where a gain or 

loss is realized in a sale under Sections 4.1 or 4.2, a schedule showing the calculation in the form 

and in accordance with the methodology set forth in Exhibit 2d(l). 

(d) Restructured Loans. For each of the Restructured Loans where a gain or 

loss is realized in a sale under Sections 4.1 or 4.2, a schedule showing the calculation in the form 

and in accordance with the methodology set forth in Exhibit 2d(2). 

(e) Portfolio Performance and Summary Schedule. A portfolio performance 

and summary schedule substantially in the form shown in Exhibit 3. 

5.3. Monthly Data. 

(a) Monthly Data Download. Within fifteen (15) days following the end of 

each Shared-Loss Month, the Assuming Institution shall provide to the Receiver: 

(i) the servicing file in machine-readable format including but not 

limited to the fields shown on Exhibit 5.3(a) for each outstanding Shared-Loss Loan, as 

applicable; and 

(ii) an Excel file for ORE held as a result of foreclosure on a SharedLoss Loan listing for each item of ORE: 

(A) the foreclosure date; 

(B) the unpaid loan principal balance; 

(C) the broker price opinion value or, if required by the 

Receiver in its discretion, the appraised value; and 

(D) the projected liquidation date. 

(b) Completeness of Information. The Assuming Institution shall, consistent 

with Customary Servicing Procedures, provide to the Receiver complete and accurate 

information, except to the extent that it is unable to do so as a result of the failure of the Failed 

Bank or the Receiver to provide information required to produce any of the items listed at 

Section 5.3(a)(ii). 

(c) Limitations. The Assuming Institution may claim each item of 

expenditure, income, gain or loss only on the Monthly Certificate for the period in which such 

expenditure, income, gain or loss was incurred. The inclusion of information regarding any 

expenses in a Monthly Certificate or other documentation does not create any reimbursement 

obligation of the Receiver if the Assuming Institution is not otherwise in compliance with this 

Agreement. 

(d) True-Up Date. The Assuming Institution shall deliver the schedule 

required pursuant to Section 2.5(b) on or before the True-Up Date. 

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5.4. Notification of Related Loans. In addition to maintaining records of all Related 

Loans, the Assuming Institution shall prepare and deliver to the Receiver a schedule of all 

Related Loans on a semi-annual basis, together with the Monthly Certificates for the months 

ending June 30 and December 31, which specify all Related Loans on the Loan Records of the 

Assuming Institution as ofthe end of each such semi-annual period. 

5.5. Auditor's Report; Right to Audit 

(a) Independent Auditor's Report. 

(i) Within the time period permitted for the examination audit 

pursuant to 12 C.P.R. §363 following the end of each fiscal year, from and including the 

fiscal year during which the Bank Closing Date occurs, up to and including the calendar 

year during which the Termination Date occurs, the Assuming Institution shall deliver to 

the Receiver and the Corporation a report signed by its independent public accountants 

stating that such accountants have reviewed this Agreement and that, in the course of 

their annual audit of the Assuming Institution's books and records, nothing has come to 

their attention suggesting that any computations required to be made by the Assuming 

Institution during each such year were not made in accordance with this Agreement. 

(ii) In the event that the Assuming Institution cannot comply with the 

provisions of Section 5.5(a)(i), within seven (7) days following the end of the time period 

permitted for the examination audit pursuant to 12 C.P.R. §363, the Assuming Institution 

shall 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 the attention of such accountants suggesting that any 

computations required to be made by the Assuming Institution during such year were not 

made by the Assuming Institution in accordance with this Agreement. In such event, the 

Assuming Institution and the Receiver shall make all such accounting adjustments and 

payments as may be necessary to give effect to each correction reflected in such corrected 

computations, retroactive to the date on which the corresponding incorrect computation 

was made. It is the intention of this provision to align the timing of the audit required 

under this Agreement with the examination audit required pursuant to 12 C.F.R. §363. 

(b) Assuming Institution's Internal Audit. The Assuming Institution shall 

perform on an annual basis an internal audit of its compliance with this Agreement and shall 

provide the Receiver and the Corporation with: 

(i) copies of all internal audit reports and access to all related internal 

audit work papers; and 

(ii) a certificate signed by the chief executive officer or chief financial 

officer of the Assuming Institution certifying that the Assuming Institution IS m 

compliance with this Agreement or identifying any areas of non-compliance. 

(c) Right of Receiver or Corporation to Audit. The Receiver or the 

Corporation, their respective agents, contractors and employees, may (but are not required to) 

perform an audit to determine the Assuming Institution's compliance with this Agreement at any 

time, by providing not less than ten (10) Business Days prior notice. The scope, duration and 

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location of any such audit shall be at the discretion of the Receiver or the Corporation, as the 

case may be, and may be conducted at the Assuming Institution's place or places of business or 

otherwise. The Receiver or the Corporation, as the case may be, shall bear the expense of any 

such audit. In the event that any corrections are necessary as a result of such an audit, the 

Assuming Institution and the Receiver shall make such accounting adjustments, payments and 

withholdings as may be necessary to give retroactive effect to such corrections. 

(d) Authority to Advisors and Representatives. The Assuming Institution 

shall, and shall cause its Affiliates, contractors and Third Party Servicers to, allow its advisors 

and representatives to discuss its (and any Affiliates', contractors' or Third Party Servicers') 

affairs, finances and accounts as they relate to Shared-Loss Loans, or any other matters relating 

to this Agreement or the rights and obligations hereunder, with the Receiver and authorizes such 

advisors and representatives to so discuss such affairs, finances and accounts with the Receiver. 

5.6. Accounting Principles. 

(a) Maintenance of Books and Records. The Assuming Institution shall at all 

times during the term of this Agreement keep books and records which fairly present all dealings 

and transactions carried out in connection with its business and affairs. 

(b) Accounting Principles. Except as otherwise provided for in the Purchase 

and Assumption Agreement or this Agreement, the Assuming Institution shall keep all financial 

books and records in accordance with generally accepted accounting principles, which shall be 

consistently applied for the periods involved. 

(c) Change in Accounting Principles. The Assuming Institution shall not 

make any change in its accounting principles which adversely affects the value of the SharedLoss Loans, unless it obtains the prior written approval of the Corporation or if required by a 

change in generally accepted accounting principles. The Assuming Institution shall notify the 

Corporation of any change in its accounting principles that is required by a change in generally 

accepted accounting principles which would affect any Shared-Loss Loan, the accounting for 

any Shared-Loss Loan or the amount of any loss, gain, expense, cost or other item of 

reimbursement that may be due to or from the Assuming Institution. 

5.7. Records and Reports. 

(a) Content of Records. The Assuming Institution shall establish and 

maintain records on a separate general ledger, and on such subsidiary ledgers as may be 

appropriate, in such form and detail as the Receiver or the Corporation may specify, to account 

for the Shared-Loss Loans and to enable the Assuming Institution to prepare and deliver such 

reports as the Receiver or the Corporation may from time to time request pursuant to this Article 

5. Without limitation, such books and records shall be kept in such a manner that information 

will be readily obtainable to determine and document compliance with this Agreement and the 

Purchase and Assumption Agreement, including but not limited to documentation which shows 

or supports the following: 

(i) alternatives considered by the Assuming Institution with respect to 

defaulted Loans or Loans for which default is reasonably foreseeable; 

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(ii) the calculation of Loss for claims submitted to the Receiver; 

(iii) each line item on the Loss claim forms; and 

(iv) the Recovery Amount on Loans for which the Receiver has made a 

payment pursuant to this Agreement. 

(b) Retention of Calculations. The Assuming Institution shall provide its loss 

calculations for Shared-Loss Loans to the Receiver upon request. 

(c) Additional Information. The Assuming Institution shall promptly provide 

to the Receiver or the Corporation such information as the requesting party may request from 

time to time, including financial statements, computations and information as the Receiver or the 

Corporation deems necessary or appropriate in connection with monitoring compliance with this 

Agreement, certified as correct by the chief executive officer or chief financial officer of the 

Assuming Institution if so requested. The Assuming Institution shall provide to the Receiver all 

such loan-level data and cumulative information regarding the Shared-Loss Loans as the 

Receiver may request from time to time. 

ARTICLE 6. MISCELLANEOUS. 

6.1. Expenses. All costs and expenses incurred by a party in connection with this 

Agreement (including the performance of any obligations or the exercise of any rights 

hereunder) shall be borne by such party unless expressly otherwise provided, whether or not the 

transactions contemplated herein are consummated. 

6.2. Successors and Assigns. 

(a) Binding on Successors and Assigns: Assignment. This Agreement, and all 

of the terms and provisions hereof shall be binding upon and shall inure to the benefit of the 

parties hereto and their respective permitted successors and assigns only. The Receiver may 

assign or otherwise transfer this Agreement and the rights and obligations of the Receiver 

hereunder (in whole or in part) to the Corporation in its corporate capacity without the consent of 

Assuming Institution. Notwithstanding anything to the contrary contained in this Agreement, the 

Assuming Institution may not assign or otherwise transfer this Agreement or any of the 

Assuming Institution's rights or obligations hereunder (in whole or in part) or sell or transfer any 

subsidiary of the Assuming Institution holding title to Shared-Loss Loans without the prior 

written consent of the Receiver, which consent may be granted or withheld by the Receiver in its 

sole and absolute discretion. An assignment or transfer of this Agreement includes: 

(i) a merger or consolidation of the Assuming Institution with or into 

another Person, if the shareholders of the Assuming Institution will own less than sixtysix and two/thirds percent (66.66%) of the equity of the consolidated entity; 

(ii) a merger or consolidation of the Assuming Institution's Holding 

Company with or into another Person, if the shareholders of the Holding Company will 

own less than sixty-six and two/thirds percent (66.66%) of the equity ofthe consolidated 

entity; 

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(iii) the sale of all or substantially all of the assets of the Assuming 

Institution to another Person; or 

(iv) a sale of Shares by any one or more shareholders that will effect a 

change in control of the Assuming Institution, as determined by the Receiver with 

reference to the standards set forth in the Change in Bank Control Act, 12 U.S. C. 1817G). 

Any transaction under this Section 6.2 that requires the Receiver's consent 

that is made without such consent will relieve the Receiver of its obligations under this 

Agreement. 

(b) No Recognition of Loss. No loss shall be recognized under this 

Agreement as a result of any accounting adjustments that are made due to or as a result of any 

assignment or transfer of this Agreement or any merger, consolidation, sale or other transaction 

to which the Assuming Institution, its Holding Company or any Affiliate is a party, regardless of 

whether the Receiver consents to such assignment or transfer in connection with such transaction 

pursuant to this Section 6.2. 

6.3. WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY 

AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY 

APPLICABLE LAW, 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 AGREEMENT 

OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. 

6.4. No Third Party Beneficiary. This Agreement is for the sole and exclusive 

benefit of the parties and their respective permitted successors and permitted assigns and there 

shall be no other third party beneficiaries. Nothing in this Agreement shall be construed to grant 

to any other Person any right, remedy or claim under or in respect of this Agreement or any 

provision hereof 

6.5. Consent; Determination or Discretion. When the consent or approval of a party 

is required under this Agreement, such consent or approval shall be obtained in writing and 

unless expressly otherwise provided, shall not be unreasonably withheld or delayed. When a 

determination or decision is to be made by a party under this Agreement, that party shall make 

such determination or decision in its reasonable discretion unless expressly otherwise provided. 

6.6. Rights Cumulative. Except as expressly otherwise provided herein, the rights of 

each of the parties under this 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 

Assumption Agreement, any of the agreements related thereto or under applicable law. 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, 

unless expressly otherwise provided. 

6.7. References. References in this Agreement to Recitals, Articles, Sections and 

Exhibits are to Recitals, Articles, Sections and Exhibits of this Agreement, respectively, unless 

the context indicates that the Purchase and Assumption Agreement is intended. References to 

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parties are to the parties to this Agreement. Unless expressly otherwise provided, references to 

days and months are to calendar days and months respectively. Article and Section headings are 

for convenient reference and shall not affect the meaning of this Agreement. References to the 

singular shall include the plural, as the context may require, and vice versa. 

6.8. Notice. 

(a) Form of Notices. All notices shall be given in writing to the parties at the 

addresses set forth in Sections 6.8(b) and 6.8(c) and sent in accordance with the provisions of 

Section 13.6 of the Purchase and Assumption Agreement, unless expressly otherwise provided. 

(b) Notice to FDIC (Division of Resolutions and Receiverships). With respect 

to a notice under this Agreement, other than pursuant to Section 3.4(a): 

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 

(c) Notice to FDIC (Legal Division). With respect to a notice under Section 

3.4(a): 

Federal Deposit Insurance Corporation Legal Division 

7777 Baymeadows Way West 

Jacksonville, Florida 32256 

Attention: Managing Counsel 

with a copy to: 

Federal Deposit Insurance Corporation Legal Division 

Virginia Square, L. William Seidman Center 

3501 Fairfax Drive, VS-E-7056 

Arlington, Virginia 22226 

Attention: Senior Counsel (Special Issues Group) 

ARTICLE 7. DISPUTE RESOLUTION. 

7.1. Methods of Resolution. The methods of resolving a dispute arising pursuant to 

this Agreement shall be as follows: 

(a) Charge-Offs. Any dispute as to whether a Charge-Off of a Shared-Loss 

Asset was made in accordance with the Examination Criteria shall be finally resolved by the 

Assuming Institution's Chartering Authority. 

(b) Other Disputes. Any other dispute (a "Dispute Item") shall be resolved in 

accordance with the following provisions of this Article 7. 

7.2. Informal Resolution. The Receiver or the Corporation, as appropriate, (the 

"FDIC Party") and the Assuming Institution shall negotiate in good faith to resolve any Dispute 

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Item within thirty (30) Business Days following receipt of information concerning the Dispute 

Item. 

7.3. Resolution by Non-Binding Dispute Resolution Proceeding. If informal 

resolution of the Dispute Item pursuant to Section 7.2 is unsuccessful, the FDIC Party, on the 

one hand, and the Assuming Institution, on the other hand, may submit to the other party written 

notification of a Dispute Item (a "Notice of Dispute"). The Notice of Dispute shall contain a 

description of the dispute, an estimate of the amount in issue and any other information required 

pursuant to this Article 7. The parties shall make good faith efforts to resolve the dispute by 

mutual agreement within thirty-five (35) Business Days following receipt of the Notice of 

Dispute. In furtherance of these efforts, the parties should consider the mutually agreed upon use 

of less formal dispute resolution techniques, which may include, but are not limited to, 

mediation, settlement conference, early neutral evaluation and any other dispute resolution 

proceedings (as defined in§ 571(6) ofthe Administrative Dispute Resolution Act ("ADRA"), 5 

U.S.C. § 571 et seq.), as amended). 

7.4. Confidentiality of Compromise Negotiations. All good faith attempts to 

resolve or compromise a dispute pursuant to Sections 7.2 or 7.3 will be confidential. All such 

compromise negotiations, including any statements made or documents prepared by any party, 

attorney or other participant, are inadmissible as evidence in other proceedings and may not be 

construed for any purpose as admissions against interest. 

7.5. Payment Resulting from Compromise Negotiations. If the FDIC Party and the 

Assuming Institution resolve a Dispute Item to their mutual satisfaction pursuant to Sections 7.2 

or 7.3, including any dispute pursuant to Section 2.6, then within thirty (30) days following such 

resolution, the appropriate party shall make payment or take action as agreed by the parties. 

7.6. Formal Resolution. 

(a) Arbitration Matters. Any Dispute Item which has an estimated amount in 

issue not exceeding $500,000 per Asset may be proposed by the party seeking relief (the 

"Claimant Party") for arbitration pursuant to the provisions of this Section 7.6. No more than 

three Dispute Items may be submitted for any single arbitration, provided that, by mutual 

agreement pursuant to Section 7.6(c), the parties may agree to submit any Dispute Item(s) to 

arbitration. 

(b) Proposal to Arbitrate. If the FDIC Party and the Assuming Institution do 

not resolve a Dispute Item pursuant to Sections 7.2 and 7.3, then within ten (10) Business Days 

following the expiration of the period provided in Section 7.3, the Claimant Party may propose 

to submit the unresolved Dispute Item to arbitration by notifying the other party (the 

"Respondent Party") in writing. 

(c) Submission to Arbitration. The Respondent Party may agree to the 

Claimant Party's proposal of arbitration by responding in writing within ten (10) Business Days 

following receipt of such proposal. Within five (5) Business Days following receipt of the 

Respondent Party's agreement to arbitrate, the Claimant Party may submit the Dispute Item to 

the American Arbitration Association ("AAA") for arbitration. No Dispute Item may be 

submitted for arbitration without the consent of both parties. 

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(d) Waiver of Arbitration. If the Claimant Party does not (i) propose to 

submit the Dispute Item to arbitration within the period set forth in Section 7.6(b) or (ii) submit 

the Dispute Item to AAA within the period set forth in Section 7.6(c), then the Claimant Party 

shall be deemed to have waived submission of the Dispute Item to arbitration. 

(e) Litigation Matters. If the FDIC Party and the Assuming Institution do not 

agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in 

accordance with Federal or state law, as provided in Section 13.10 of the Purchase and 

Assumption Agreement. Any litigation shall be filed in a United States District Court in the 

proper district. 

(f) Arbitration Administrator. The FDIC Party may, in its discretion, appoint 

an organization other than AAA for administration of arbitration pursuant to this Section 7.6, in 

which case this Article 7 and the rules and procedures set forth herein, including the Commercial 

Arbitration Rules as referred to in Section 7.9, shall govern the arbitration. AAA or such other 

organization appointed pursuant to this Section 7.6(±) shall be referred to in this Agreement as 

the "Arbitration Administrator." 

7.7. Limitation on FDIC Party. Nothing in this Article 7 shall be interpreted as 

obligating the FDIC Party to submit to a dispute resolution proceeding (as defined in ADRA at 

§ 571(6)) any Dispute Item described in (i) ADRA, § 572(b) or (ii) the FDIC's Statement of 

Policy Regarding Binding Arbitration, 66 Fed. Reg.18632 (April 10, 2001), as amended, as a 

dispute for which an agency shall consider not using a dispute resolution proceeding. 

7.8. Effectiveness of Agreement Pending Dispute. Notwithstanding anything in this 

Agreement to the contrary, in the event that a Notice of Dispute is provided to a party under this 

Article 7 prior to the Termination Date, the terms of this Agreement shall remain in effect with 

respect to the items set forth in such notice until the dispute with respect to such items has been 

finally resolved, and such dispute shall be resolved in accordance with the provisions of this 

Agreement even if that resolution occurs after the Termination Date. 

7.9. Governing Rules and Law for Arbitration. Any arbitration shall be 

substantively governed by the Federal law of the United States of America, and in the absence of 

controlling Federal law, in accordance with the laws of the state in which the main office of the 

Failed Bank is located. The arbitration shall be procedurally governed by the Commercial 

Arbitration Rules (the "Commercial Arbitration Rules") established by AAA to the extent that 

such rules are not inconsistent with this Article 7, the Federal Arbitration Act, 9 U.S.C. § 1 et 

seq. ("Federal Arbitration Act"), and ADRA., as each may be in effect at the time that the 

arbitration is initiated, except that the Commercial Arbitration Rules' Expedited Procedures shall 

not apply unless the FDIC Party and Claimant Party otherwise agree in writing. The Review 

Board (as defined below) may modify the procedures set forth in such rules from time to time 

with the prior written approval of the Claimant Party and the Respondent Party. 

7.10. Review Board Proceedings. The arbitration of a dispute shall be conducted by a 

review board (a "Review Board") which shall consist of either one (1) or three (3) members 

(each, a "Member") with such expertise as the Claimant Party and Respondent Party agree is 

relevant. The Claimant Party shall specify, in its Notice of Dispute, the number of Members 

which it proposes for the Review Board. 

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(a) Selection ofMembers. 

(i) Claimant Party Proposes One Member. If the Dispute Item(s) are 

less than $250,000 in total, the Claimant Party may propose that the Review Board shall 

consist of one Member, and shall state, in its Notice of Dispute, the name and address of 

the Member that it proposes for the Review Board. If the Respondent Party agrees, in its 

response to the Notice of Dispute, the Member suggested by the Claimant Party shall 

comprise the Review Board. If the Respondent Party agrees, in its response to the Notice 

of Dispute, that the Review Board shall consist of one Member, but states the name and 

address of a different proposed Member for the Review Board, then that Member shall be 

deemed acceptable to the Claimant Party if it submits the Notice of Dispute to the 

Arbitration Administrator, provided that, before the Respondent Party responds to the 

Notice of Dispute with a different proposed Member, the parties may also mutually agree 

upon one Member. If the Respondent Party proposes that the Review Board shall consist 

of three Members, then the Members shall be selected in accordance with Section 

7.10(a)(iv). 

(ii) Claimant Party Proposes Three Members. If the Dispute Items 

exceed $250,000 in total, or if the Respondent Party proposes that the Review Board shall 

consist of three Members, then the Claimant Party shall state the name and address of the 

first of three Members in its Notice of Dispute. If the Respondent Party agrees that the 

Review Board shall consist of three Members, the Respondent Party shall state the name 

and address of the second Member in its response to the Notice of Dispute. Each such 

Member shall be considered a "Party-Appointed Arbitrator" ("Party-Appointed 

Arbitrator"), consistent with Commercial Arbitration Rule R-12. If the Claimant Party 

subsequently submits the Notice of Dispute to the Arbitration Administrator as provided 

in Section 7.6(c), then within ten (10) Business Days of such submission, the PartyAppointed Arbitrators shall select a neutral third Member (the "Neutral Member") in 

accordance with Commercial Arbitration Rules R-11 and R-13, except that the Neutral 

Member need not be from the National Roster of Commercial Arbitrators. If the 

Respondent Party proposes that the Review Board shall consist of one Member, then the 

Member shall be selected in accordance with Section 7.10(a)(iii). 

(iii) Respondent Party Proposes One Member. If the Claimant Party 

proposes that the Review Board shall consist of three Members, but the Respondent Party 

proposes that the Review Board shall consist of one Member in its response to the Notice 

of Dispute, then the Member proposed by the Claimant Party in the Notice of Dispute 

shall comprise the Review Board unless the Respondent Party states the name and 

address of a different proposed Member in its response to the Notice of Dispute. If the 

Respondent Party proposes a different Member in its response to the Notice of Dispute, 

then that Member shall be deemed acceptable to the Claimant Party if it submits the 

Notice of Dispute to the Arbitration Administrator. 

(iv) Respondent Party Proposes Three Members. If the Claimant Party 

proposes that the Review Board shall consist of one Member, but the Respondent Party 

proposes, in its response to the Notice of Dispute, that the Review Board shall consist of 

three Members, then the Member proposed by the Claimant Party in the Notice of 

Dispute shall comprise the first Member of the Review Board. The Respondent Party 

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shall state the name and address of the second Member in its response to the Notice of 

Dispute. Each such Member shall be considered a Party-Appointed Arbitrator. If the 

Claimant Party subsequently submits the Notice of Dispute to the Arbitration 

Administrator, a Neutral Member shall be selected in accordance with the procedure set 

forth in Section 7.10(a)(ii). 

(b) Removal of Members. A Party-Appointed Arbitrator may be removed at 

any time by the party who appointed that Member upon five (5) Business Days notice to the 

other party ofthe selection of a replacement Member. The Neutral Member may be removed by 

unanimous action of the Party-Appointed Arbitrators or unanimous action of the parties after five 

(5) Business Days notice to the Claimant Party and the Respondent Party and the Arbitration 

Administrator of the selection of a replacement Neutral Member. 

(c) Vacancies. Any vacancy on the Review Board prior to or after the 

commencement of the hearing of evidence and argument (the "Arbitration Hearing") shall be 

handled in accordance with Commercial Arbitration Rule R-19, except that if a vacancy arises 

after the Arbitration Hearing has commenced, a substitute Member shall be selected in 

accordance with the rules under which the original Member was selected. 

7.11. Impartiality. As a condition of serving on the Review Board, within five (5) 

Business Days after being selected, each Member shall provide a written oath, under penalty of 

perjury, containing a statement that the Member does not have any conflicts of interest (whether 

official, financial, personal or otherwise) with respect to the issues or parties in controversy, and 

that each Member agrees to be bound by the provisions of this Article 7 as applicable to the 

Members. If a Member has any potential conflict of interest, the Member shall fully disclose 

such interest in writing to the Claimant Party and the Respondent Party and the Member shall not 

serve on the Review Board, unless the Claimant Party and the Respondent Party agree otherwise. 

The Conflicts Committee of the Legal Division of the Corporation shall review any potential 

cont1icts of interest for potential waiver. None of the Members may serve as counsel, advisor, 

witness or representative to any party to the arbitration. 

7.12. Schedule. The Review Board shall assume control of the arbitration process and 

shall schedule all events as expeditiously as possible. The Arbitration Hearing shall commence 

within ninety (90) Business Days after receipt of the Notice of Dispute by the Arbitration 

Administrator. 

7.13. Written Award. Within twenty (20) Business Days following closing of the 

Arbitration Hearing, as determined by Commercial Arbitration Rule R-35, the Review Board 

shall determine the prevailing party and award the prevailing party its proposed award or award 

any remedy or relief that the arbitrator deems just and equitable and within the scope of this 

Article 7, but in no event may an award of the Review Board (inclusive of all claims and 

counterclaims) exceed the maximum amount set forth in Section 7.6(a). If the Review Board 

consists of three (3) Members, the determination of any two (2) Members shall constitute the 

Review Board's determination. The Review Board shall present to the Claimant Party and the 

Respondent Party a written award regarding the dispute. The written award shall contain a brief, 

informal discussion of the factual and legal basis for the award and need not contain formal 

findings of facts and law. 

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7.14. Interest Rate on Award. Any award amounts ultimately determined to be 

payable pursuant to the Review Board's written award shall bear interest at the Settlement 

Interest Rate from a beginning date specified by the Review Board in its written award and until 

the date on which payment is made. 

7.15. Payments. All payments required to be made under this Article 7 shall be made 

by wire transfer and within fifteen (15) Business Days following the date on which the award 

becomes final, as provided by ADRA at § 580(b). The Review Board will have no authority to 

award any punitive, consequential, special or exemplary damages. 

7.16. Fees, Costs and Expenses. The Review Board will have no authority to award 

attorneys' fees or costs incurred by either party to the arbitration. Each party will bear the fees, 

costs, and expenses which it incurs in connection with the submission of any dispute to a Review 

Board, including the fees and expenses of the Member which it selected in accordance with the 

Arbitration Administrator's fee schedule. The Claimant Party and the Respondent Party will 

share equally the fees and expenses of the Neutral Member and any administrative fees of the 

arbitration (which shall not include the fees and expenses of the Members). No fees, costs or 

expenses incurred by or on behalf of the Assuming Institution shall be subject to reimbursement 

by the Receiver under this Article 7 or otherwise. 

7.17. Binding and Conclusive Nature. Arbitration of a dispute pursuant to this Article 

7 shall be final, conclusive and binding on the parties and not subject to further dispute or 

review, and judgment upon the award made by the Review Board may be entered in accordance 

with applicable law in any court having jurisdiction thereof Other than as provided by the 

Federal Arbitration Act and ADRA, no review, appeal or reconsideration of the Review Board's 

determination shall be permitted, including review, appeal or reconsideration by the Review 

Board or any other arbitrators. The parties agree to faithfully observe the provisions of this 

Article 7 and the Commercial Arbitration Rules, and the parties agree to abide by and perform 

any award rendered by the Review Board. 

7.18. No Precedent. No decision, interpretation, determination, analysis, statement, 

award or other pronouncement of a Review Board shall constitute precedent in regard to any 

subsequent proceeding (whether or not such proceeding involves dispute resolution under this 

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 that may have convened in 

connection with a transaction involving other failed financial institutions or Federal assistance 

transactions. 

7.19. Confidentiality; Proceedings, Information and Documents. No arbitration 

held pursuant to this Article 7 shall be public or accessible to any person other than the parties 

and their representatives, the Review Board and witnesses participating in the arbitration (and 

then, only to the extent of their participation). Each party and each Member shall strictly 

maintain the confidentiality of all issues, disputes, arguments, positions and interpretations of 

any such proceeding, as well as all testimony, pleadings, filings, discovery, information, 

attachments, enclosures, exhibits, summaries, compilations, studies, analyses, notes, documents, 

statements, schedules and other similar items associated therewith ("Confidential 

Information"), in accordance with the provisions of ADRA. In the event that disclosure of 

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Confidential Information is required pursuant to law, rule or regulation, or in the event that 

disclosure is required pursuant to statute or court determination as provided by ADRA, then to 

the extent reasonably practicable, the person required to make the disclosure shall provide the 

other party or parties with written notice of such disclosure within one (1) Business Day 

following the request that it make such disclosure, and in any event prior to making such 

disclosure, so that the other party or parties may seek a protective order. 

7.20. Confidentiality of Arbitration Award. Notwithstanding the prov1s10ns of 

Section 7.19, no party has any duty of confidentiality with respect to any arbitration award made 

pursuant to this Article 7. 

7.21. Extension of Time Periods. The parties may extend any period of time provided 

in this Article 7 by mutual agreement. 

7.22. Venue. The arbitration shall take place at such location as the parties thereto may 

mutually agree, but if they cannot agree, then it will take place at the offices of the Corporation 

in Washington, D.C., or Arlington, Virginia. 

ARTICLE 8. DEFINITIONS. The capitalized terms used in this Agreement shall have the 

meanings defined or referenced in this Article 8. 

"AAA" has the meaning set forth in Section 7.6(c). 

"Accounting Records" means Records including, but not limited to, corporate minutes, 

general ledger and subsidiary ledgers and schedules which support general ledger balances. 

"Accrued Interest" means, for any Shared-Loss Loan, the amount of accrued earned and 

unpaid interest, taxes, credit life and/or disability insurance premiums (if any) payable by the 

Obligor, all as reflected on the Accounting Records of the Failed Bank or the Assuming 

Institution (as applicable) at the note rate specified in the applicable loan documents, for no more 

than a maximum of ninety (90) days. 

"ADRA" has the meaning set forth in Section 7.3. 

"Affiliate" has the meaning set forth in the Purchase and Assumption Agreement; 

provided that, for purposes of this Agreement, no Third Party Servicer appointed by an Affiliate 

shall be deemed to be an Affiliate of the Assuming Institution solely by virtue of that 

appointment. 

"Agreement" has the meaning set forth in Recital A. 

"Applicable Percentage" is seventy eight percent 78% for the Tranche 1 Amount, thirty 

percent 30% for the Tranche 2 Amount and seventy eight percent 78% for the Tranche 3 

Amount. 

"Arbitration Administrator" has the meaning set forth in Section 7.6(f). 

"Arbitration Hearing" has the meaning set forth in Section 7.1 0(c). 

"Assets" has the meaning set forth in the Purchase and Assumption Agreement. 

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"Assuming Institution" has the meamng set forth in the Purchase and Assumption 

Agreement. 

"Bank Closing Date" has the meamng set forth m the Purchase and Assumption 

Agreement. 

"Bank Premises" has the meaning set forth in the Purchase and Assumption Agreement. 

"Book Value" has the meaning set forth in the Purchase and Assumption Agreement. 

"Business Day" has the meaning set forth in the Purchase and Assumption Agreement. 

"Charge-OfT' means, for any period with respect to a particular Shared-Loss Loan, the 

amount of a loan or portion of a loan classified as "Loss" under the Examination Criteria as 

effected by the Assuming Institution and reflected on its Accounting Records for such period, 

consisting solely of a charge-off of the following: 

(a) the principal amount of such Shared-Loss Loan net of unearned interest; 

(b) a write-down associated with Shared-Loss Loans, ORE or loan 

modification(s); 

(c) Accrued Interest for no more than a maximum of ninety (90) days; plus 

(d) capitalized expenditures. 

No Charge-Off shall be taken with respect to any anticipated expenditure by the 

Assuming Institution until such expenditure is actually incurred. 

Losses incurred on the sale or other disposition of Shared-Loss Loans to any 

Person shall not constitute Charge-Offs except for: (i) sales duly conducted in accordance with 

the provisions of Sections 4.l(a) and 4.l(b), (ii) the sale or other disposition of ORE to a Person 

other than an Affiliate of the Assuming Institution which was conducted in a commercially 

reasonable and prudent manner and (iii) other sales or dispositions, if any, with respect to which 

the Receiver granted prior consent. 

"Chartering Authority" has the meaning set forth in the Purchase and Assumption 

Agreement. 

"Claimant Party" has the meaning set forth in Section 7.6(a). 

"Collections on Fully Charged-Off Assets" means fifty per cent (50%) of collections on 

Fully Charged-Off Assets less fifty per cent (50%) of any expenses attributable to Fully 

Charged-Off Assets. 

"Commencement Date" means the first day following the Bank Closing Date. 

"Commercial Agreement" means, if any, the Commercial Shared-Loss Agreement and 

the Exhibits thereto attached to the Purchase and Assumption Agreement as Exhibit 4.15B and 

entered into of even date with this Agreement between among Receiver, Corporation and the 

Assuming Institution. 

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"Commercial Arbitration Rules" has the meaning set forth in Section 7.9. 

"Commitment" has the meaning set forth in the Purchase and Assumption Agreement. 

"Confidential Information" has the meaning set forth in Section 7.19. 

"Corporation" has the meaning set forth in the Purchase and Assumption Agreement. 

"Covered Gain" has the meaning set forth in Section 2.3 (b). 

"Covered Loss" has the meaning set forth in Section 2.3(a). 

"Cumulative Loss Amount" means the sum of all Monthly Loss Amounts minus the 

sum of (a) all Recovery Amounts plus (b) all Collections on Fully Charged-Off Assets. 

"Customary Servicing Procedures" means procedures (including collection procedures) 

that the Assuming Institution (or, to the extent that a Third Party Servicer is appointed in 

accordance with Section 3.3, the Third Party Servicer) customarily employs and exercises in 

servicing and administering mortgage loans for its own accounts and the servicing procedures 

established by the Federal National Mortgage Association or Federal Home Loan Mortgage 

Corporation (as in effect from time to time), which are in accordance with accepted mortgage 

servicing practices of prudent lending institutions and all applicable laws and regulations. 

"Deficiency Loss" means, pursuant to the final determination by a court in a bankruptcy 

proceeding that the value of the collateral is less than the amount of the related Shared-Loss 

Loan, the difference between the then unpaid principal balance on the Shared-Loss Loan (or the 

net present value of a modified Shared-Loss Loan that defaults) and the value of the collateral so 

established. 

"Dispute Item" has the meaning set forth in Section 7.1 (b). 

"Examination Criteria" means the loan classification criteria employed by, and any 

applicable regulations of, the Assuming Institution's Chartering Authority at the time an action is 

taken, as such criteria may be amended from time to time. 

"Failed Bank" has the meaning set forth in the Purchase and Assumption Agreement. 

"Failed Bank Charge-Offs" means, with respect to any Asset, an amount equal to the 

aggregate reversals or charge-offs of Accrued Interest and charge-offs and write-downs of 

principal effected by the Failed Bank with respect to that Asset as reflected on the Accounting 

Records of the Failed Bank. 

"Federal Arbitration Act" has the meaning set forth in Section 7.9. 

"FDIC" means the Federal Deposit Insurance Corporation, in any capacity, as 

appropriate. 

"FDIC Party" has the meaning set forth in Section 7.2. 

"Final Shared-Loss Month" means the calendar month in which the Termination Date 

occurs. 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements SF-26 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
"Fixtures" has the meaning set forth in the Purchase and Assumption Agreement. 

"Foreclosure Loss" means the loss realized when the Assuming Institution has 

completed the foreclosure on a Shared-Loss Loan and has realized final recovery on the 

collateral through liquidation and recovery of all insurance proceeds. Each Foreclosure Loss 

shall be calculated in the form and determined in accordance with the methodologies set forth in 

Exhibits 2c(l )-(3). 

"Fully Charged-Off Assets" means Assets subject to Failed Bank Charge-Offs that were 

completely charged-off by the Failed Bank and had a Book Value of zero on the Bank Closing 

Date. 

"Holding Company" means any company owning Shares of the Assuming Institution 

that is a holding company pursuant to the Bank Holding Company Act of 1956, 12 U.S.C. 1841 

et seq. or the Home Owners' Loan Act, 12 U.S. C. 1461 et seq. 

"Home Equity Loan" means a Loan or the funded or unfunded portions of a line of 

credit secured by a mortgage on a one-to-four-family residence or stock of a cooperative housing 

association in respect of which the Failed Bank did not have a first lien on the same property as 

coli ateral. 

"Home Equity Loan Loss" means the loss on a Home Equity Loan calculated in the 

form and determined in accordance with the charge-off policies of and the loan classification 

criteria employed by the Assuming Institution's Chartering Authority as set forth in 

Exhibit 2d(l). 

"Investor-Owned Residential Loan" means a Loan, excluding advances made pursuant 

to a Home Equity Loan, that is secured by a mortgage on a one-to-four family residence or stock 

of a cooperative housing association that is not owner-occupied or the borrower's primary 

residence. 

"Intrinsic Loss Estimate" is two hundred fifty one million eight hundred thirty two 

thousand seven hundred and two dollars ($251 ,832, 702). 

"Loan" has the meaning set forth in the Purchase and Assumption Agreement. 

"Loan Records" means the subsidiary systems of record on which the loan history and 

balance of each 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 ORE; the records documenting alternatives considered 

with respect to loans in default or for which a default is reasonably foreseeable; records of loss 

calculations and supporting documentation with respect to line items on the loss calculations; 

and monthly delinquency reports and other performance reports customarily utilized by the 

Assuming Institution in management of loan portfolios. 

"Loan Sale Loss" means the loss realized on a sale of a Shared-Loss Loan in pursuant to 

Section 4.1(a). 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements SF-27 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
"Loss" means a Foreclosure Loss, Restructuring Loss, Short-Sale Loss, Loan Sale Loss, 

Modification Default Loss, Deficiency Loss or Home Equity Loan Loss. 

"Loss Amount" means the dollar amount of any Loss incurred and reported on the 

Monthly Certificate for a Shared-Loss Loan. 

"Management Standards" has the meaning set forth in Section 3 .1. 

"Member" has the meaning set forth in Section 7.10. 

"Modification Default Loss" means the loss calculated in the form and determined 

accordance with the methodologies set forth in Exhibits 2a(l)-(3) for Single Family Shared-Loss 

Loans previously modified pursuant to this Agreement that subsequently default and result in a 

Foreclosure Loss, a Short Sale Loss or a Deficiency Loss. 

"Modification Guidelines" has the meaning set forth in Section 2.4( c). 

"Monthly Certificate" means a certificate or certificates, signed by an officer of the 

Assuming Institution involved in, or responsible for, the administration and servicing of the 

Shared-Loss Loans, whose name appears on a list provided to the Receiver (as updated by the 

Assuming Institution as needed from time to time) of servicing officers and the related 

supporting documentation, setting forth in such form and detail as the Receiver may specify from 

time to time the items set forth in Section 5.2. 

"Monthly Loss Amount" means the sum of all Restructuring Losses, Deficiency Losses, 

Modification Default losses, Short-Sale Losses, Foreclosure Losses, Home Equity Loan Losses, 

Loan Sale Losses and losses on Investor-Owned Residential Loans realized by the Assuming 

Institution for any Shared-Loss Month. 

"Net Loss Amount" means the sum of all Covered Losses less all Covered Gains 

pursuant to the Commercial Shared-Loss Agreement, plus the Cumulative Loss Amount under 

and as defined in the Single Family Agreement. 

"Neutral Member" has the meaning set forth in Section 7.1 O(a)(ii). 

"Notice of Dispute" has the meaning set forth in Section 7.3. 

"Obligor" has the meaning set forth in the Purchase and Assumption Agreement. 

"ORE" means the following Assets that (a) are owned by the Failed Bank as of the Bank 

Closing Date and purchased pursuant to the Purchase and Assumption Agreement or (b) have 

been acquired subsequent to the Bank Closing Date from the collection or settlement by the 

Assuming Institution of a Shared-Loss Loan, including, without limitation, any assets which 

have been fully or partially charged-off on the books and records of the Failed Bank or the 

Assuming Institution: 

(i) 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 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements SF-28 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
(ii) other assets (whether real property, furniture, fixtures or 

equipment and, at the option of the Receiver, other personal property) acquired by 

foreclosure of ORE or in full or partial satisfaction ofjudgments or indebtedness. 

"Party-Appointed Arbitrator" has the meaning set forth in Section 7.1 O(a)(ii). 

"Person" has the meaning set forth in the Purchase and Assumption Agreement. 

"Receiver" has the meaning set forth in the Purchase and Assumption Agreement. 

"Record" has the meaning set forth in the Purchase and Assumption Agreement. 

"Recovery Amount" means, with respect to any period prior to the Termination Date, 

the amount of funds received by the Assuming Institution that are (i) gains on a Foreclosure Loss 

or Short-Sale Loss calculated in accordance with the methodology set forth in Exhibits 2c(l)-(3) 

or Exhibits 2b(l)-(3) respectively, (ii) gains realized from a sale of Shared-Loss Loans pursuant 

to Sections 4.1(a) and 4.1(b) for which the Assuming Institution has previously received a 

Restructuring Loss payment from the Receiver or (iii) incentive payments from national 

programs paid to an investor or borrower on loans that have been modified or otherwise treated 

in accordance with Exhibit 5. 

"Related Loan" means a loan or extension of credit held by the Assuming Institution at 

any time on or prior to the end of the Final Shared-Loss Month that is: 

(a) made to an Obligor of a Shared-Loss Loan; or 

(b) attributable to the same primary Obligor with respect to any Loan 

described at paragraph (a) under the applicable rules of the Assuming Institution's Chartering 

Authority concerning the legal lending limits of financial institutions organized under its 

jurisdiction as in effect on the Commencement Date. 

"Respondent Party" has the meaning set forth in Section 7.6(b ). 

"Restructured Loan" means a Shared-Loss Loan for which the Assuming Institution has 

received a Restructuring Loss payment from the Receiver, and may apply to owner-occupied and 

investor -owned residences. 

"Restructuring Loss" means the loss on a modified Loan or a Restructured Loan 

represented by the difference between (a) the principal, Accrued Interest, tax and insurance 

advances, third party or other fees due on such 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 the form and 

determined in accordance with the methodologies set forth in Exhibits 2a(l)-(3), as applicable. 

"Review Board" has the meaning set forth in Section 7.1 0. 

"Settlement Interest Rate" has the meaning set forth in the Purchase and Assumption 

Agreement. 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements SF-29 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
"Shared-Loss Loan" means any or all of a Single Family Shared-Loss Loan, InvestorOwned Residential Loan, Restructured Loan or Home Equity Loan and any Commitment with 

respect to those loans or any ORE resulting from foreclosure on such loans, as applicable. 

"Shared-Loss Month" means each calendar month commencing on the first day of each 

month following the Commencement Date and ending on the Termination Date, except that the 

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

month. 

"Shares" means common stock and any instrument which is, or may become, convertible 

into common stock. 

"Short-Sale Loss" means the loss resulting from the Assuming Institution's acceptance 

from a mortgagor of a payoff in an amount less than the balance due on a Loan (including the 

costs of any cash incentives to the borrower to agree to such sale or to maintain the property 

pending such sale), provided that each Short-Sale Loss shall be calculated in the form and 

determined in accordance with the methodologies set forth in Exhibits 2b(l)-(3). 

"Single Family Shared-Loss Loan" means a single family one-to-four owner-occupied 

residential mortgage loan, excluding a Home Equity Loan, that is secured by a mortgage on a 

one-to four family residence or stock of a cooperative housing association. 

"Termination Date" means the last day of the month in which the tenth (1 0

1

h) 

anniversary of the Commencement Date occurs. 

"Then-Current Interest Rate" means the most recently published Primary Mortgage 

Market Survey® (PMMS) for 30-year fixed-rate loans, or such other interest rate approved by the 

Receiver. 

"Third Party Servicer" means any servicer appointed from time to time by the 

Assuming Institution, which may include an Affiliate of the Assuming Institution, to service the 

Shared-Loss Loans on behalf of the Assuming Institution. 

"Tranche 1 Amount" means a Net Loss Amount up to and including one hundred fifty 

seven million six hundred fifty eight thousand eight hundred twenty seven dollars 

($157,658,827.00). 

"Tranche 2 Amount" means a Net Loss Amount in excess of the Tranche 1 Amount up 

to and including two hundred forty one million two hundred forty five thousand two hundred 

ninety seven dollars ($241,245,297.00). 

"Tranche 3 Amount" means a Net Loss Amount in excess of the Tranche 2 Amount. 

"True-Up Date" means the date which is forty-five (45) days after the latest to occur of 

the Termination Date of this Agreement, the Termination Date of the Commercial Agreement or 

disposition of all Assets pursuant to this Agreement or the Commercial Agreement. 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements SF-30 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
;;:<;;: a & 

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" 

FDIG 

Section1: Payment Summary 

For Single Family 

Shared loss Agreement 

FDIC as Receiver of: 

Fund No: 

FDIC completes 

### 

date 

11112010 

313112010 

p -0"' For Single Family Shared loss Agreement 

!:; 8 '" 

Yes Yes 

tJ "' 

' """ '"" 0 

f2 2.. )>r" Q 0

g: 12 

"' 2:: 

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)>(IQ 

@s All Previous Certificates 

0 0 

This Certificate Incept on to Date 

0 0 

This section calculates the payment amount: 

1 stTranche 

Net Loss I 2nd Tranche I 3rd Tranche [.Recoveries from runy-•onargea-un Total D

(/) 

(Below Th:eshcld) (Above Cap) Assets at Close (to

"T'j 

I 

w 

100 

80°/o 

2JO 

0% 

n/a 

80°/o 5013/o 

........ 

nla nfa 

- • 

This section contains wiring Instructions of lnterqovernment Payout and Collection: Preparer sigrature: .:.X:_______________

Number 

Number 

Preparer 1ame: 

Account Name 

Further Credit Account 

Further Credit Name 

Officer sigrature: --------------

OBI Officer 1ame: 

Officer title 

g_ Bank Name 

Bank Address 

" 0

p '"' " 

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ci<l !i

s;· 
FCIC as Receiver of: FDIC completes FDIG Fund No: 1111#

Purchase and Assumption Agreement Dated: date 

Section 2: Summary for the Period Beginring of this Shared-Loss Period: 1/112010 

For Single Family End of this Shared-Loss Period: 3/31/2010 

Shared Loss Agreement 

PART A. Qpenino/Ciosino/Net Shared-Loss Asset Balances· Active loans Number Balance 

1. Opering Active Loans Balance 0 0 

2. Add: HELOC Advances 0 

3. Add: Capitalization (from restructuring. forbearance plans. etc) 0 

4. Less: a) Prin Collections (amortiza:ion/partial) 0 

b) Paid in Full G 0 

c) Foreclosures 0 0 

d) Short Sales 0 0 

e) Principal Recuction 0 

f) Qua ifying Charge-Offs (excluding accr int) () 0 

g) Loan Sales () 0 

5. Add: Other Adjustments (net) Q Q 

6. Net (Reductio1)ilncrease Amount Q Q 

7. Closinq Balance 0 0 

PART B. Opening/Closing/Net Shared-Loss Asset Balances· ORE activity I Number Balance 

8. Opering ORE Balance 0 0 

9. Add: New ORE 0 0 

10. Add: ORE Adjustments (net) 0 0 

11. Less: Sold ORE Q Q 

12. Closinq Balance 0 0 

PART C. Loss Events and Charge·offs Number Balance 

13. Opening Cumulative Covered Loss (Gain) Amount (SFR only) G 0 

14. Add: a) Foreclosure Sale Loss AmoJnt 0 0 

b) Short Sale Loss Amount c 0 

c) Restructuring Loss Amount 0 0 

d) Charge-Off loss Amount () 0 

15. Add: Qual•fying Loss on Loan Sale Q 0 

16. Less: a) Recoveries From Fully Charged Off Assets • 0 

b) Other Recoveries and Adjustments 0 

17. Less: a) FDIC Adjustment· Recoveries From Ful:y Charged Off Assets* 0 

b) FDIC Adjustment- All Other Q 

18. Total Covered Amount Q Q 

19. Closing Cumulative Covered Loss (Gain) Amount 0 0 

Memo items: 

20. Total prev:ously reported Recoveries from Fully Charged Off Assets 0 

21. Total Recoveries this period 0 

Page2of3 

• As of the beginning of the Loss Share Agreement 

Module I -Whole Bank w/ Optional Shared Loss Agreements SF-32 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
FDIC as Receiver of: FDIC completes 

Fund No: ### FDIC Purchase and Assumption Agreement Date·j: date 

Section 3: Summary for the Period Beginning of this Shared-Loss Period: 1/1/2010 

For Single Family End of this Shared-Loss Period: 3/31/2010 

Shared Loss Agreement 

Loans Secured by 1-4 Family Residential Property' 

Secured by First Lien Secured by Second Lien 

Number Balance Number Balance 

Current 0 0 Current 0 0 

30-59 days 0 0 30-59 days 0 0 

60-89 days 0 0 60-89 days 0 0 

90·119 days 0 0 90-119 days 0 0 

12C+days 0 0 120+ days 0 0 

in Bankruptcy (and not in 

Foreclosure) 0 0 

In Bankruptcy (and not in 

Foreclosure) 0 0 

In Foreclcsure 0 0 In Foreclosure 0 0 

Total c 0 Total 0 0 

Loans Secured by 1-4 Family Residential Property in Process of Restructuring'* 

Secured by First Lien Secured by Second lien 

Number Balance Number Balance 

Current 0 0 Current ( c 

30·59 days 0 0 30·59 days ( 0 

60-89 days 0 0 60-89 days ( 0 

90·119 days 0 0 90-119 days ( 0 

12C+days 0 0 120+ days ( 0 

In Bankruptcy (and not 1n 

Foreclosure) 0 0 In Bankruptcy (and not in Foreclosure) 0 0 

In Foreclcsure 0 0 In Foreclosure 0 0 

Total c 0 Total 0 0 

' Note: Include both "Loans Secured by 1-4 Family Residential Property" and "Loans Secured by 1·4 Family Res1den:ial Property in Process of Restructuring". 

Total \lumber and Balance shoJid equal Active Loan file. 

" Note: Include only "Loans Secured by 1-4 Family Residential Property in Process of Festructuring' 

Page 3of 3 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements SF-33 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
EXHIBIT 2a(l) 


CALCULATION OF RESTRUCTURING LOSS 


DAMP OR FDIC LOAN MODIFICATION 


(Loan Written Down to Book Value Prior to Loss Share) 


Note: This is an example only and not representative of any transaction. 

Shared-Loss Month 

2 Loan no: 

3 Modification Program: 

Loan before Restructuring 

4 Unpaid principal balance 

50 Net Book Value per Schedule 4.15A 

51 Less: Post closing principal payments 

5 Remaining term 

6 Interest rate 

7 Next ARM reset rate (if within next 4 months) 

8 Interest Paid-To-Date 

9 Delinquency Status 

10 Monthly payment - P&l 

11 Monthly payment - T&l 

Total monthly payment 

12 Household current annual income 

13 Valuation Date 

14 Valuation Amount 

15 Valuation Type (I NT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV) 

Terms of Modified/Restructured Loan 

16 1st Trial Payment Due Date 

17 Modification Effective Date 

Net Unpaid Principal Balance (net of forbearance & principal 

18 reduction) 

19 Principal forbearance 

20 Principal reduction 

21 Product (fixed or step) 

22 Remaining amortization term 

23 Maturity date 

24 Interest rate 

25 Next Payment due date 

26 Monthly payment - P&l 

27 Monthly payment - T&l 

Total monthly payment 

28 Next reset date 

29 Interest rate change per adjustment 

30 Lifetime interest rate cap 

31 Back end DTI 

20100831 

123456 

HAMP 

450000 

375000 

2500 

298 

0.06500 

0.00000 

20091230 

F 

2539 

200 

2739 

55000 

20100901 

350000 

AVM 

20090119 

20090419 

403147 

60040 

0 

step 

480 

20490119 

0.02000 

20090601 

1221 

200 

1421 

20140501 

0.01000 

0.05530 

0.45000 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements SF-34 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U. 2Ull 
Restructuring Loss Calculation 

50­

51 Net Book Value Less Principal Payments 372500 

35 Attorneys' fees 0 

36 Foreclosure costs, including title search, filing fees, advertising, etc. 500 

37 Property protection costs, maint. and repairs 0 

38 Tax and insurance advances 2500 

Other Advances 

39 Appraisal/Broker's Price Opinion fees 100 

40 Inspections 0 

41 Other 0 

Gross balance recoverable by Assuming Institution 375600 

Cash Recoveries: 

52 Ml Claim Date 20090119 

53 Ml Claim Amount 252000 

54 Ml Response Date 20090519 

42 Ml Contribution 0 

43 Other credits 0 

44 T & I escrow account balances, if positive 0 

Total Cash Recovery 0 

Assumptions for Calculating Loss Share Amount, Restructured Loan: 

45 Discount rate for projected cash fiows 0.05530 

46 Loan prepayment in full 120 

47 NPV of projected cash flows (see amort schd1) 364556 

48 Loss Amount 11044 

Note: If the calculated Loss Amount is negative, meaning loss event proceeds are greater than the gross 

balance recoverable by the Assuming Institution, the claim is considered a recovery and reduces the total 

reported loss claim amount prior to applying the Applicable Percentage. If the total amount of the Certificate 

loss claim is negative, the payment amount due the FDIC is calculated by applying the Applicable 

Percentage. 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements SF-35 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
EXHIBIT 2a(2) 

CALCULATION OF RESTRUCTURING LOSS 


DAMP OR FDIC LOAN MODIFICATION 


(No Preceding Loan Restructure Under Loss Share) 


Note: This is an example only and not representative of any transaction. 

Shared-Loss Month 

2 Loan no: 

3 Modification Program: 

Loan before Restructuring 

4 Unpaid principal balance 

5 Remaining term 

6 Interest rate 

7 Next ARM reset rate (if within next 4 months) 

8 Interest Paid-To-Date 

9 Delinquency Status 

10 Monthly payment- P&l 

11 Monthly payment- T&l 

Total monthly payment 

12 Household current annual income 

13 Valuation Date 

14 Valuation Amount 

Valuation Type (I NT, EXTP, AVM, BPO, DA, DB, FA, PAU and 

15 TV) 

Terms of Modified/Restructured Loan 

16 1st Trial Payment Due Date 

17 Modification Effective Date 

Net Unpaid Principal Balance (net of forbearance & principal 

18 reduction) 

19 Principal forbearance 

20 Principal reduction 

21 Product (fixed or step) 

22 Remaining amortization term 

23 Maturity date 

24 Interest rate 

25 Next Payment due date 

26 Monthly payment- P&l 

27 Monthly payment- T&l 

Total monthly payment 

28 Next reset date 

29 Interest rate change per adjustment 

30 Lifetime interest rate cap 

31 Back end DTI 

Restructuring Loss Calculation 

20090531 

123456 

HAMP 

450000 

298 

0.06500 

0.00000 

20091230 

F 

3047 

200 

3247 

55000 

20100901 

350000 

AVM 

20090119 

20090419 

403147 

60040 

0 

step 

480 

20490119 

0.02000 

20090601 

1221 

200 

1421 

20140501 

0.01000 

0.05530 

0.45000 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements SF-36 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U. 2Ull 
same 

as4 

above Unpaid Principal Balance before restructuring/modification 450000 

34 Accrued interest, limited to 90 days 7313 

35 Attorneys' fees 0 

Foreclosure costs, including title search, filing fees, advertising, 

36 etc. 500 

37 Property protection costs, main!. and repairs 0 

38 Tax and insurance advances 2500 

Other Advances 

39 Appraisal/Broker's Price Opinion fees 100 

40 Inspections 0 

41 Other 0 

Gross balance recoverable by Assuming Institution 460413 

Cash Recoveries: 

52 Ml Claim Date 20090119 

53 Ml Claim Amount 370000 

54 Ml Response Date 20090519 

42 Ml Contribution 0 

43 Other credits 0 

44 T & I escrow account balances, if positive 0 

Total Cash Recovery 0 

Assumptions for Calculating Loss Share Amount, Restructured Loan: 

45 Discount rate for projected cash flows 0.05530 

46 Loan prepayment in full 120 

47 NPV of projected cash flows (see amort schd2) 364556 

48 Loss Amount 95856 

Note: If the calculated Loss Amount is negative, meaning loss event proceeds are greater than the gross 

balance recoverable by the Assuming Institution, the claim is considered a recovery and reduces the total 

reported loss claim amount prior to applying the Applicable Percentage. If the total amount of the 

Certificate loss claim is negative, the payment amount due the FDIC is calculated by applying the 

Applicable Percentage. 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements SF-37 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
EXHIBIT 2a(3) 

CALCULATION OF RESTRUCTURING LOSS 


2ND FDIC RESTRUCTURING 


Note: This is an example only and not representative of any transaction. 

Restructure after Covered Loan Restructuring 

1 Shared-Loss Month 

2 Loan no: 

3 Modification Program: 

Loan before Restructuring 

4 Unpaid principal balance 

5 Remaining term 

6 Interest rate 

7 Next ARM reset rate (if within next 4 months) 

8 Interest Paid-To-Date 

9 Delinquency Status 

10 Monthly payment - P&l 

11 Monthly payment - T&l 

Total monthly payment 

12 Household current annual income 

13 Valuation Date 

14 Valuation Amount 

15 Valuation Type (I NT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV) 

Terms of Modified/Restructured Loan 

16 1st Trial Payment Due Date 

17 Modification Effective Date 

18 Net Principal balance (net of forbearance & principal reduction) 

19 Principal forbearance 

20 Principal reduction 

21 Product (fixed or step) 

22 Remaining amortization term 

23 Maturity date 

24 Interest rate 

25 Next Payment due date 

26 Monthly payment - P&l 

27 Monthly payment - T&l 

Total monthly payment 

28 Next reset date 

29 Interest rate change per adjustment 

30 Lifetime interest rate cap 

31 Back end DTI 

Restructuring Loss Calculation 

32 Previous NPV of loan modification 

20090531 

123456 

FDIC 

450000 

298 

0.06500 

0.00000 

20091230 

F 

3047 

200 

3247 

55000 

20100901 

350000 

AVM 

20090201 

20090501 

403147 

60040 

0 

step 

480 

20490501 

0.02000 

20090601 

1221 

200 

1421 

20140501 

0.01000 

0.05530 

0.45000 

458740 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements SF-38 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
33 Less: Post modification principal payments 2500 

Plus: 

35 Attorneys' fees 0 

36 Foreclosure costs, including title search, filing fees, advertising, etc. 500 

37 Property protection costs, main!. and repairs 0 

38 Tax and insurance advances 2500 

Other Advances 

39 Appraisal/Broker's Price Opinion fees 100 

40 Inspections 0 

41 Other 0 

Gross balance recoverable by Assuming Institution 459340 

Cash Recoveries: 

52 Ml Claim Date 20090119 

53 Ml Claim Amount 0 

54 Ml Response Date 20090519 

42 Ml contribution 0 

43 Other credits 0 

44 T & I escrow account balances, if positive 0 

Total Cash Recovery 0 

Assumptions for Calculating Loss Share Amount, Restructured Loan: 

45 Discount rate for projected cash flows 0.05530 

46 Loan prepayment in full 120 

47 NPV of projected cash flows (see amort schd3) 364556 

48 Loss Amount 94784 

Note: If the calculated Loss Amount is negative, meaning loss event proceeds are greater than the gross 

balance recoverable by the Assuming Institution, the claim is considered a recovery and reduces the total 

reported loss claim amount prior to applying the Applicable Percentage. If the total amount of the 

Certificate loss claim is negative, the payment amount due the FDIC is calculated by applying the 

Applicable Percentage. 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements SF-39 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
Notes to Exhibits 2a (Restructuring) 

1. 	 The data shown are for illustrative purposes. 

2. 	 The Covered Loss is the difference between the gross balance recoverable by the 

Assuming Institution and the total cash recovery. There are three methods of calculation 

for Restructuring Loss: 

a. 	 Use Exhibit 2a(l) for loans written down to book value prior to the Bank Closing 

Date (based on the loan balance specified on Schedule 4.15A) less any post 

closing principal payments. 

b. 	 If a Restructuring Loss has already been processed for the loan, use Exhibit 2a(3). 

This version uses the Net Present Value (NPV) of the modified loan as the 

starting point for the Covered Loss. 

c. 	 Otherwise, use Exhibit 2a(2). The unpaid balance of the loan as of the last 

payment date is the starting point for this Restructuring Loss calculation. 

3. 	 The gross balance recoverable by the Assuming Institution (shown after line 41) is 

calculated as: the sum of lines 50-51, and 35-41 for Exhibit 2a(l), the sum of lines 4, and 

34-41 for Exhibit 2a(2), line 32 minus line 33 plus lines 35-41 for Exhibit 2a(3). Costs 

specified in lines 3 5-41 must be related to the second restructuring. 

4. 	 For all Exhibits 2a, the Assuming Institution's (or Third Party Servicer's) reasonable and 

customary out-of-pocket costs paid to either a third party or an Affiliate 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, and are limited to amounts 

specified in Federal National Mortgage Association or Federal Home Loan Mortgage 

Corporation guidelines (as in effect from time to time). 

5. 	 For all Exhibits 2a, the total cash recovery is calculated as the sum of the lines 52-54 and 

42-44. 

6. 	 For purposes of loss sharing, Losses on Restructured Loans are calculated as the 

difference between the gross balance recoverable by the Assuming Institution and the Net 

Present Value (NPV) of the estimated cash flows (line 47). The cash flows should 

assume no default or prepayment for ten years, followed by prepayment in full at the end 

often (10) years (one hundred twenty (120) months). 

7. 	 Reasonable and customary third party attorneys' fees and expenses incurred by or on 

behalf of the Assuming Institution in connection with any enforcement procedures, or 

otherwise with respect to such loan, are reported under attorneys' fees. 

8. 	 For owner-occupied residential loans, the NPV is calculated using then current Primary 

Mortgage Market Survey® (PMMS) for 30-year fixed-rate loans as of the restructuring 

date. 

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May 2U, 2Ull 
9. 	 For Investor-Owned Residential Loans or non-owned occupied residential loans, the 

Assuming Institution may propose a commercially reasonable discount rate for the NPV 

calculation. 

10. 	 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. 

Tf the restructured loan otherwise provides for specific changes in monthly principal and 

interest ("P&I") payments over the term of the loan, those changes should be reflected in 

the NPV. The Assuming Institution must retain the supporting schedules of NPV as 

required by Section 5.2 of the Single Family Shared-Loss Agreement and provide it to 

the FDIC if requested for a sample audit. 

11. 	 Do not include late fees, prepayment penalties, or any similar lender fees or charges by 

the Failed Bank or Assuming Institution to the loan account, any allocation of the 

Assuming Institution's servicing costs, or any allocations of the Assuming Institution's 

general and administrative (G&A) or other operating costs. 

12. 	 If Exhibit 2a(1) or 2a(3) is used, then no Accrued Interest may be included as a Covered 

Loss. Otherwise, the amount of Accrued Interest that may be added to the balance of the 

loan is limited to the minimum of: 

a. 	 ninety (90) days; 

b. 	 the number of days that the loan is delinquent at the time of restructuring; or 

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/ Optional Shared Loss Agreements SF-41 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
EXHIBIT 2b(l) 


CALCULATION OF SHORT-SALE LOSS 


(WRITTEN DOWN TO BOOK VALUE) 


Note: This is an example only and not representative of any transaction. 

Exhibit 2b(1) 

CALCULATION OF LOSS FOR SHORT SALE LOANS 

Loan written down to book value prior to Loss Share 

1 Shared-Loss Month: 


2 Loan# 


3 Interest Paid-to-Date 


4 Short Payoff Date 


5 N ole Interest rate 


6 Occupancy 


If owner occupied: 


7 Household current annual income 


8 Estimated NPV of loan mod 


9 Valuation Date 


10 Valuation Amount 

11 Valuation Type (INT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV) 

Short-Sale Loss calculation 

13 Net Book Value per Schedule 4.15A 

14 Less: Post closing principal payments 

17 Accrued interest, limited to 90 days 

18 Attorneys' fees 

1 9 Foreclosure costs, including title search, filing fees, advertising, etc. 

Property protection costs, main!., repairs and any costs or expenses 

20 relating to environmental conditions 

21 Tax and insurance advances 

Other Advances 

22 Appraisal/Broker's Price Opinion fees 

23 Inspections 

24 Other 

25 Incentive to borrower 

Gross balance recoverable by Assuming Institution 

Cash Recoveries: 

26 Amount accepted in Short-Sale (proceeds gross of claimed amounts) 

27 Hazard Insurance 

33 Ml Claim Date 

34 Ml Claim Amount 

35 Ml Response Date 

28 Mortgage Insurance 

T & I escrow account balance, if positive 29 

20090531 

62201 

20071130 

20090522 

0.08500 

Owner 

45000 

220000 

20090121 

300000 

EXT 

300000 

0 

6375 

75 

0 

0 

0 

250 

600 

0 

5000 

312300 

275000 

0 

20090119 

0 

20090519 

0 

0 

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May 2U, 2Ull 
Other credits, if any (itemize) 0 30 

Total Cash Recovery 275000 

31 Loss Amount 37300 

1 Costs with respect to environmental remediation activities are limited to $200,000 unless prior consent 

of the FDIC 

Note: If the calculated Loss Amount is negative, meaning loss event proceeds are greater than the gross 

balance recoverable by the Assuming Institution, the claim is considered a recovery and reduces the 

total reported loss claim amount prior to applying the Applicable Percentage. If the total amount of the 

Certificate loss claim is negative, the payment amount due the FDIC is calculated by applying the 

Applicable Percentage. 

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Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
EXHIBIT 2b(2) 


CALCULATION OF LOSS FOR SHORT-SALE LOANS 


(NO PRECEDING LOAN MODIFICATION UNDER LOSS SHARE) 


Note: This is an example only and not representative of any transaction. 

Exhibit 2b(2) 

CALCULATION OF LOSS FOR SHORT SALE LOANS 

No Preceding Loan Restructure under Loss Share 

Shared-Loss Month: 20090531 

2 Loan# 58776 

3 Interest Paid-to-Date 20080731 

4 Short Payoff Date 20090417 

5 Note Interest rate 0.07750 

6 Occupancy Owner 

If owner occupied: 

7 Household current annual income 38500 

8 Estimated NPV of loan mod 200000 

9 Valuation Date 20090121 

10 Valuation Amount 300000 

11 Valuation Type (I NT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV) EXT 

Short-Sale Loss calculation 

12 LoanUPB 375000 

17 Accrued interest, limited to 90 days 7266 

18 Attorneys' fees 0 

19 Foreclosure costs, including title search, filing fees, advertising, etc. 400 

Property protection costs, main!., repairs and any costs or expenses 

20 relating to environmental conditions 1450 

21 Tax and insurance advances 0 

Other Advances 

22 Appraisal/Broker's Price Opinion fees 350 

23 Inspections 600 

24 Other 0 

25 Incentive to borrower 2000 

Gross balance recoverable by Assuming Institution 387066 

Cash Recoveries: 

26 Amount accepted in Short-Sale (proceeds gross of claimed amounts) 275000 

27 Hazard Insurance 0 

33 Ml Claim Date 20090119 

34 Ml Claim Amount 0 

35 Ml Response Date 20090519 

28 Mortgage Insurance 0 

29 T & I escrow account balance, if positive 0 

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May 2U, 2Ull 
Other credits, if any (itemize) 0 30 

Total Cash Recovery 275000 

31 Loss Amount 112066 

1 Costs with respect to environmental remediation activities are limited to $200,000 unless prior consent of 

the FDIC 

Note: If the calculated Loss Amount is negative, meaning loss event proceeds are greater than the gross 

balance recoverable by the Assuming Institution, the claim is considered a recovery and reduces the total 

reported loss claim amount prior to applying the Applicable Percentage. If the total amount of the 

Certificate loss claim is negative, the payment amount due the FDIC is calculated by applying the 

Applicable Percentage. 

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Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
EXHIBIT 2b(3) 

CALCULATION OF LOSS FOR SHORT-SALE LOANS 


(AFTER A COVERED LOAN MODIFICATION) 


Note: This is an example only and not representative of any transaction. 

Exhibit 2b(3) 

CALCULATION OF LOSS FOR SHORT SALE LOANS 

Short-Sale after Covered Loan Restructuring 

Shared-Loss Month: 20090531 

2 Loan# 20076 

3 Interest paid-to-date 20080930 

4 Short Payoff Date 20090402 

5 Note Interest rate 0.07500 

9 Valuation Date 20090121 

10 Valuation Amount 230000 

11 Valuation Type (I NT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV) EXT 

Short-Sale Loss calculation 

15 NPV of projected cash flows at first loan mod 311000 

16 Less: Post modification principal payments 1000 

Plus: 

18 Attorneys' fees 0 

19 Foreclosure costs, including title search, filing fees, advertising, etc. 0 

Property protection costs, main!., repairs and any costs or expenses 

20 relating to environmental conditions 0 

21 Tax and insurance advances 0 

Other advances 

22 Appraisal/Broker's Price Opinion fees 350 

23 Inspections 600 

24 Other 0 

25 Incentive to borrower 3500 

Gross balance recoverable by Assuming Institution 314450 

Cash Recoveries: 

26 Amount accepted in Short-Sale (proceeds gross of claimed amounts) 210000 

27 Hazard Insurance 0 

33 Ml Claim Date 19000100 

34 Ml Claim Amount 0 

35 Ml Response Date 19000100 

28 Mortgage Insurance 0 

29 T & I escrow account balance, if positive 400 

30 Other credits, if any (itemize) 0 

Total Cash Recovery 210400 

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May 2U, 2Ull 
31 Loss Amount 104050 

1 Costs with respect to environmental remediation activities are limited to $200,000 unless prior 

consent of the FDIC 

Note: If the calculated Loss Amount is negative, meaning loss event proceeds are greater than the 

gross balance recoverable by the Assuming Institution, the claim is considered a recovery and reduces 

the total reported loss claim amount prior to applying the Applicable Percentage. If the total amount of 

the Certificate loss claim is negative, the payment amount due the FDIC is calculated by applying the 

Applicable Percentage. 

Module I -Whole Bank w/ Optional Shared Loss Agreements SF-47 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
Notes to Exhibits 2b (Short-Sale) 

1. 	 The data shown are for illustrative purposes. 

2. 	 The Covered Loss is the difference between the gross balance recoverable by Assuming 

Institution and the total cash recovery. There are three methods of calculation for ShortSale Loss, depending upon the circumstances: 

a. 	 Use Exhibit 2b(l) for loans written down to book value prior to bank failure 

(based on the loan balance specified on Schedule 4.15A) less any post closing 

principal payments. 

b. 	 If a Restructuring Loss was submitted prior to the short sale, use Exhibit 2b(3). 

This version uses the Net Present Value (NPV) of the modified loan as the 

starting point for the Covered Loss less post-modification principal payments. 

c. 	 Otherwise, use Exhibit 2b(2). The unpaid balance of the loan as of the last 

payment date is the starting point for this Short-Sale Loss calculation. 

3. 	 The gross balance recoverable by the Assuming Institution (shown after line 25) is 

calculated as: line 13 minus line 14 plus lines 18-25 for Exhibit 2b(l), the sum of lines 

12, 17-25 for Exhibit 2b(2), line 15 minus line 16 plus lines 18-25 for Exhibit 2b(3). 

4. 	 For all Exhibits 2b, the Assuming Institution's (or Third Party Servicer's) reasonable and 

customary out-of-pocket costs paid to either a third party or an Affiliate 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, and are limited to amounts 

specified in Federal National Mortgage Association or Federal Home Loan Mortgage 

Corporation guidelines (as in effect from time to time). 

5. 	 The total cash recovery is calculated as the sum of lines 26-30 for all Exhibits 2b and is 

shown after line 30. 

6. 	 Reasonable and customary third party attorneys' fees and expenses incurred by on or 

behalf of the Assuming Institution in connection with any enforcement procedures, or 

otherwise with respect to such loan, are reported under attorneys' fees. 

7. 	 Do not include late fees, prepayment penalties or any similar lender fees or charges by 

the Failed Bank or the Assuming Institution to the loan account, any allocation of the 

Assuming Institution's servicing costs, or any allocations of the Assuming Institution's 

general and administrative (G&A) or other operating costs. 

8. 	 Net liquidation proceeds are gross of any claimed amounts and Accrued Interest amounts. 

9. 	 If Exhibit 2b(l) or 2b(3) is used, then no Accrued Interest may be included as a Covered 

Loss. Otherwise, the amount of Accrued Interest that may be included as a Covered Loss 

is limited to the minimum of: 

a. 	 ninety (90) days; 

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b. the number of days that the loan is delinquent when the property was sold; or 

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/ Optional Shared Loss Agreements SF-49 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
EXHIBIT 2c(l) 

CALCULATION OF FORECLOSURE LOSS 


(ORE OR FORECLOSURE OCCURRED PRIOR TO LOSS SHARE AGREEMENT) 


Note: This is an example only and not representative of any transaction. 

Exhibit 2c(1) 

CALCULATION OF FORECLOSURE LOSS 

Loan written down to book value prior to Loss Share 

Shared-Loss Month 

2 Loan no: 

3 Interest Paid-To-Date 

4 Foreclosure sale date 

5 Liquidation date 

6 N ole Interest rate 

10 Valuation Date 

11 Valuation Amount 

12 Valuation Type (INT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV) 

Foreclosure Loss calculation 

13 Net Book Value per Schedule 4.15A 

14 Less: Post closing principal payments 

Costs incurred after Loss Share agreement in place: 

19 Attorneys' fees 

Foreclosure costs, including title search, filing fees, advertising, 

20 etc. 

21 Property protection costs, main!. and repairs 

22 Tax and insurance advances 

Other Advances 

23 Appraisal/Broker's Price Opinion fees 

24 Inspections 

25 Other 

Gross balance recoverable by Assuming Institution 

Cash Recoveries: 

26 Net liquidation proceeds (from HUD-1 settl stmt) 

27 Hazard Insurance proceeds 

33 Ml Claim Date 

34 Ml Claim Amount 

35 Ml Response Date 

28 Mortgage Insurance proceeds 

29 T & I escrow account balances, if positive 

30 Other credits, if any (itemize) 

Total Cash Recovery 

20090630 

364574 

20071001 

20080202 

20090412 

0.08100 

20090121 

228000 

INT 

244900 

0 

0 

0 

6500 

0 

0 

0 

0 

251400 

219400 

0 

19000100 

0 

19000100 

0 

0 

0 

219400 

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May 2U, 2Ull 
31 Loss Amount 32000 

Note: If the calculated Loss Amount is negative, meaning loss event proceeds are greater than the 

gross balance recoverable by the Assuming Institution, the claim is considered a recovery and 

reduces the total reported loss claim amount prior to applying the Applicable Percentage. If the total 

amount of the Certificate loss claim is negative, the payment amount due the FDIC is calculated by 

applying the Applicable Percentage. 

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EXHIBIT 2c(2) 


CALCULATION OF FORECLOSURE LOSS 


(DURING THE TERM OF THE AGREEMENT, 


NO PRECEDING LOAN MODIFICATION UNDER LOSS SHARE) 


Note: This is an example only and not representative of any transaction. 

Exhibit 2c(2) 


CALCULATION OF FORECLOSURE LOSS 


No Preceding Loan Restructuring under Loss Share 


Shared-Loss Month 

2 Loan no: 

3 Interest Paid-to-Date 

4 Foreclosure sale date 

5 Liquidation date 

6 Note Interest rate 

7 Occupancy 

If owner occupied: 

8 Household current annual income 

9 Estimated NPV of loan mod 

10 Valuation Date 

11 Valuation Amount 

12 Valuation Type (INT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV) 

Foreclosure Loss calculation 

15 Loan Principal balance at property reversion 

Plus: 

18 Accrued interest, limited to 90 days 

19 Attorneys' fees 

20 Foreclosure costs, including title search, filing fees, advertising, etc. 

21 Property protection costs, main!. and repairs 

22 Tax and insurance advances 

Other Advances 

23 Appraisal/Broker's Price Opinion fees 

24 Inspections 

25 Other 

Gross balance recoverable by Assuming Institution 

Cash Recoveries: 

26 Net liquidation proceeds (from HUD-1 settl stmt) 

27 Hazard Insurance proceeds 

33 Ml Claim Date 

34 Ml Claim Amount 

35 Ml Response Date 

28 Mortgage Insurance proceeds 

20090531 

292334 

20080430 

20090115 

20090412 

0.08000 

Owner 

42000 

195000 

20090121 

235000 

EXT BPO 

300000 

6000 

0 

500 

5500 

1500 

0 

50 

0 

313550 

205000 

0 

19000100 

0 

19000100 

0 

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29 T & I escrow account balances, if positive 0 

30 Other credits, if any (itemize) 0 

Total Cash Recovery 205000 

31 Loss Amount 108550 

Note: If the calculated Loss Amount is negative, meaning loss event proceeds are greater than the 

gross balance recoverable by the Assuming Institution, the claim is considered a recovery and 

reduces the total reported loss claim amount prior to applying the Applicable Percentage. If the total 

amount of the Certificate loss claim is negative, the payment amount due the FDIC is calculated by 

applying the Applicable Percentage. 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements SF-53 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
EXHIBIT 2c(3) 


CALCULATION OF FORECLOSURE LOANS 


(FORECLOSURE AFTER COVERED LOAN MODIFICATION) 


Note: This is an example only and not representative of any transaction. 

Exhibit 2c(3) 


CALCULATION OF FORECLOSURE LOSS 


Foreclosure after a Covered Loan Restructuring 


Shared-Loss Month 

2 Loan no: 

3 Interest Paid-to-Date 

4 Foreclosure sale date 

5 Liquidation date 

6 Note Interest rate 

10 Valuation Date 

11 Valuation Amount 

12 Valuation Type (I NT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV) 

Foreclosure Loss calculation 

16 NPV of projected cash flows at loan mod 

17 Less: Post modification principal payments 

Plus: 

19 Attorneys' fees 

20 Foreclosure costs, including title search, filing fees, advertising, etc. 

21 Property protection costs, main!. and repairs 

22 Tax and insurance advances 

Other Advances 

23 Appraisal/Broker's Price Opinion fees 

24 Inspections 

25 Other 

Gross balance recoverable by Assuming Institution 

Cash Recoveries: 

26 Net liquidation proceeds (from HUD-1 settl stmt) 

27 Hazard Insurance proceeds 

33 Ml Claim Date 

34 Ml Claim Amount 

35 Ml Response Date 

28 Mortgage Insurance proceeds 

29 T & I escrow account balances, if positive 

30 Other credits, if any (itemize) 

Total Cash Recovery 

20090531 

138554 

20080430 

20090115 

20090412 

0.04000 

20081215 

210000 

EXT 

285000 

2500 

0 

500 

7000 

2000 

0 

0 

0 

292000 

201000 

0 

19000100 

0 

19000100 

0 

0 

0 

201000 

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Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
31 Loss Amount 91000 

Note: If the calculated Loss Amount is negative, meaning loss event proceeds are greater than the 

gross balance recoverable by the Assuming Institution, the claim is considered a recovery and reduces 

the total reported loss claim amount prior to applying the Applicable Percentage. If the total amount of 

the Certificate loss claim is negative, the payment amount due the FDIC is calculated by applying the 

Applicable Percentage. 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements SF-55 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
Notes to Exhibits 2c (Foreclosure) 

1. 	 The data shown are for illustrative purposes. 

2. 	 The Covered Loss is the difference between the gross balance recoverable by Assuming 

Institution and the total cash recovery. There are three methods of calculation for 

Foreclosure Loss, depending upon the circumstance: 

a. 	 Use Exhibit 2c(l) for loans written down to book value prior to bank failure 

(based on the loan balance specified on Schedule 4.15A) less any post closing 

principal payments. 

b. 	 If a Restructuring Loss was submitted prior to the foreclosure liquidation, use 

Exhibit 2c(3). This version uses the Net Present Value (NPV) of the modified 

loan as the starting point for the Covered Loss less post modification principal 

payments. 

c. 	 Otherwise, use Exhibit 2c(2). The unpaid balance of the loan as of the last 

payment date is the starting point for this Foreclosure Loss calculation. 

3. 	 The gross balance recoverable by the Assuming Institution (shown after line 25) is 

calculated as: line 13 minus line 14 plus lines 19-25 for Exhibit 2c( 1 ), the sum of lines 

15, 18-25 for Exhibit 2c(2), line 13 minus line 14 plus lines 19-25 for Exhibit 2c(3). 

4. 	 For all Exhibits 2c, the Assuming Institution's (or Third Party Servicer's) reasonable and 

customary out-of-pocket costs paid to either a third party or an Affiliate 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, and are limited to amounts 

specified in Federal National Mortgage Association or Federal Home Loan Mortgage 

Corporation guidelines (as in effect from time to time). 

5. 	 The total cash recovery is calculated as the sum of lines 26-30, 33-35 for all Exhibits 2c 

and is shown after line 30. 

6. 	 Reasonable and customary third party attorneys' fees and expenses incurred by or on 

behalf of the Assuming Institution in connection with any enforcement procedures, or 

otherwise with respect to such loan, are reported under attorneys' fees. 

7. 	 Do not include late fees, prepayment penalties or any similar lender fees or charges by 

the Failed Bank or the Assuming Institution to the loan account, any allocation of the 

Assuming Institution's servicing costs, or any allocations of the Assuming Institution's 

general and administrative (G&A) or other operating costs. 

8. 	 Net liquidation proceeds are gross of any claimed amounts and Accrued Interest amounts. 

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9. 	 If Exhibit 2c(l) or 2c(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. 	 ninety (90) days; 

b. 	 the number of days that the loan is delinquent when the property was sold; or 

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/ Optional Shared Loss Agreements SF-57 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
EXHIBIT 2d(l) 


CALCULATION OF HOME EQUITY LOAN LOSS 


Note: This is an example only and not representative of any transaction. 

Shared-Loss Month: 


2 Loan# 


3 Interest paid-to-date 


4 Charge-Off Date 


5 Note Interest rate 


6 Occupancy 


If owner occupied: 


7 Household current annual income 


8 Valuation Date 


9 Valuation Amount 


10 Valuation Type (INT. EXTP, AVM, BPO, DA, DB, FA, PAU and TV) 

11 Balance of superior liens 

Charge-Off Loss calculation 

12 Loan Principal balance 

13 Charge-off amount (principal only) 

Plus: 

14 Accrued interest, limited to 90 days 

15 Attorneys' fees 

Foreclosure costs, including title search, filing fees, advertising, 

16 etc. 

Property protection costs, main!., repairs and any costs or 

17 expenses relating to environmental conditions 

18 Tax and insurance advances 

Other Advances 

19 Appraisal/Broker's Price Opinion fees 

20 Inspections 

21 Other 

Gross balance recoverable by Assuming Institution 

22 Foreclosure sale proceeds 

23 Hazard Insurance proceeds 

31 Ml Claim Date 

32 Ml Claim Amount 

33 Ml Response Date 

24 Mortgage Insurance proceeds 

Tax overage 25 

First lien payoff 26 

Other credits, if any (itemize) 27 

20090531 

58776 

20081201 

20090531 

0.03500 

Owner 

0 

20090402 

230000 

BPO 

300000 

55000 

55000 

481 

0 

250 

0 

0 

75 

0 

0 

55806 

0 

0 

19000100 

0 

19000100 

0 

0 

1500 

0 

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May 2U, 2Ull 
Total Cash Recovery 1500 

28 Loss Amount 54306 

1 Costs with respect to environmental remediation activities are limited to $200,000 

unless prior consent of the FDIC 

Note: If the calculated Loss Amount is negative, meaning loss event proceeds are greater than the 

gross balance recoverable by the Assuming Institution, the claim is considered a recovery and 

reduces the total reported loss claim amount prior to applying the Applicable Percentage. If the total 

amount of the Certificate loss claim is negative, the payment amount due the FDIC is calculated by 

applying the Applicable Percentage. 

Module I -Whole Bank w/ Optional Shared Loss Agreements SF-59 Atlantic Southern Bank 

Version 3.1.1 -SINGLE FAMILY SHARED-LOSS AGREEMEKT Macon, Georgia 

May 2U, 2Ull 
EXHIBIT 2d(2) 

CALCULATION OF RECOVERY 

WHEN A RESTRUCTURING LOSS HAS BEEN PAID 

Note: This is an example only and not representative of any transaction. 

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%) 80% 

Loss share payment to Assuming $ 28,000 c 

Institution 

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 8,000 E 

restructuring) 

Recovery amount 33,000 D+E 

Times FDIC loss share% 80% 

Recovery due to FDIC $ 26,400 F 

Net loss share paid to Assuming Institution $ 1,600 

(C- F) 

Proof Calculation (2) 

Loan principal balance $ 200,000 G 

Principal collections on loan 8,000 

Sales price for loan 190,000 

Total collections on loan 198,000 H 

Net loss on loan $ 2,000 G-H 

Times FDIC applicable loss share% (80%) 80% 

Loss share payment to Assuming $ 1,600 

Institution 

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(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 Institution is 

not required to provide this with its Recovery calculations. 

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Notes to Exhibits 2d (Charge-Off) 

1. 	 The data shown are for illustrative purposes. 

2. 	 The Covered Loss is the difference between the gross loss recoverable by Assuming 

Institution and the total cash recovery. The gross balance recoverable by the Assuming 

Institution is calculated as the charge-off amount plus permissible third party fees (sum of 

lines 13-21 ). If a charge-off occurred prior to bank failure, the charge-off amount is 

limited to the loan balance specified on Schedule 4.15A less post closing principal 

payments. Otherwise the charge-off amount is limited to the outstanding principal 

balance at the time of the last payment made. 

3. 	 For all Exhibits 2d, the Assuming Institution's (or Third Party Servicer's) reasonable and 

customary out-of-pocket costs paid to either a third party or an Affiliate 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, and are limited to amounts 

specified in Federal National Mortgage Association or Federal Home Loan Mortgage 

Corporation guidelines (as in effect from time to time). 

4. 	 The total cash recovery is calculated as the sum of lines 23-27, and is shown after line 27. 

5. 	 Reasonable and customary attorneys' fees and expenses incurred by or on behalf of the 

Assuming Institution in connection with any enforcement procedures, or otherwise with 

respect to such loan, are reported under attorneys' fees. 

6. 	 Do not include late fees, prepayment penalties, or any similar lender fees or charges by 

the Failed Bank or the Assuming Institution to the loan account, any allocation of the 

Assuming Institution's servicing costs or any allocations of the Assuming Institution's 

general and administrative (G&A) or other operating costs. 

7. 	 If a Charge-Off occurred prior to bank failure, no Accrued Interest may be claimed. 

Otherwise, the amount of Accrued Interest that may be included as a Covered Loss is 

limited to the minimum of: 

a. 	 ninety (90) days; 

b. 	 the number of days that the loan is delinquent when the Charge-Off occurred; or 

c. 	 the number of days between the resolution date and the Charge-Off date. 

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 2e(l) 

CALCULATION OF LOAN SALE LOSS 

(LOAN WRITTEN DOWN TO BOOK VALUE PRIOR TO LOSS SHARE) 

Note: This is an example only and not representative of any transaction. 

Exhibit 2e(1) 


CALCULATION OF LOAN SALE LOSS 


Loan written down to book value prior to Loss Share 


Shared-Loss Month 20100930 

22 FDIC Asset ID: 4587999 

2 Loan No: 

7 Valuation Date 20100330 

8 Valuation Amount 250000 

9 Valuation Type (INT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV) INT 

10 Delinquency Status F 

Loan Sale Loss calculation 

11 Net Book Value per Schedule 4.15A 250000 

12 Less: Post closing principal payments 1000 

Gross balance recoverable by Assuming Institution 249000 

Cash Recoveries: 

3 Sale Date 20100920 

4 Gross Sale Proceeds 220000 

16 Other credits, if any (itemize) 0 

Total Cash Recovery 220000 

5 Loss Amount 29000 

Note: If the calculated Loss Amount is negative, meaning loss event proceeds are greater than the gross 

balance recoverable by the Assuming Institution, the claim is considered a recovery and reduces the total 

reported loss claim amount prior to applying the Applicable Percentage. If the total amount of the 

Certificate loss claim is negative, the payment amount due the FDIC is calculated by applying the 

Applicable Percentage. 

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EXHIBIT 2e(2) 


CALCULATION OF LOAN SALE LOSS 


(NO PRECEDING LOAN MODIFICATION UNDER LOSS SHARE) 


Note: This is an example only and not representative of any transaction. 

Exhibit 2e(2) 


CALCULATION OF LOAN SALE LOSS 


No Preceding Loan restructuring under Loss Share 


Shared-Loss Month 20100930 

21 FDIC Loan ID: 8877050 

2 Loan No: 

7 Valuation Date 20100330 

8 Valuation Amount 210000 

9 Valuation Type (INT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV) INT 

10 Delinquency Status F 

Loan Sale Loss calculation 

13 UPB 285000 

Gross balance recoverable by Assuming Institution 285000 

Cash Recoveries: 

3 Sale Date 20100920 

4 Gross Sale Proceeds 200000 

16 Other credits, if any (itemize) 0 

Total Cash Recovery 200000 

5 Loss Amount 85000 

Note: If the calculated Loss Amount is negative, meaning loss event proceeds are greater than the gross 

balance recoverable by the Assuming Institution, the claim is considered a recovery and reduces the total 

reported loss claim amount prior to applying the Applicable Percentage. If the total amount of the 

Certificate loss claim is negative, the payment amount due the FDIC is calculated by applying the 

Applicable Percentage. 

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EXHIBIT 2e(3) 

CALCULATION OF LOAN SALE LOSS 


(LOAN SALE AFTER A COVERED LOAN MODIFICATION) 


Note: This is an example only and not representative of any transaction. 

Exhibit 2e(3) 


CALCULATION OF LOAN SALE LOSS 


Loan Sale after a Covered Loan Restructuring 


Shared-Loss Month 20100930 

21 FDIC Loan ID: 222512 

2 Loan No: 

7 Valuation Date 20100330 

8 Valuation Amount 230000 

9 Valuation Type (INT, EXTP, AVM, BPO, DA, DB, FA, PAU and TV) INT 

10 Delinquency Status F 

Loan Sale Loss calculation 

14 NPV of projected cash flows at loan mod 265000 

15 Less: Post modification principal payments 2500 

Gross balance recoverable by Assuming Institution 262500 

Cash Recoveries: 

3 Sale Date 20100920 

4 Gross Sale Proceeds 205000 

16 Other credits, if any (itemize) 0 

Total Cash Recovery 205000 

5 Loss Amount 57500 

Note: If the calculated Loss Amount is negative, meaning loss event proceeds are greater than the gross 

balance recoverable by the Assuming Institution, the claim is considered a recovery and reduces the total 

reported loss claim amount prior to applying the Applicable Percentage. If the total amount of the 

Certificate loss claim is negative, the payment amount due the FDIC is calculated by applying the 

Applicable Percentage. 

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Notes to Exhibits 2e (Loan Sale) 

1. 	 The data shown are for illustrative purposes. 

2. 	 The Covered Loss is the difference between the outstanding loan balance and the gross 

sales proceeds. There are three methods of calculation for Loan Sale Loss, depending 

upon the circumstances: 

a. 	 Use Exhibit 2e(l) for loans written down to book value prior to bank failure 

(based on the loan balance specified on Schedule 4.15A) less any post-closing 

principal payments. 

b. 	 If a Restructuring Loss was submitted prior to the loan sale, use Exhibit 2e(3). 

This version uses the Net Present Value (NPV) of the modified loan as the 

starting point for the Covered Loss less post modification principal payments. 

c. 	 Otherwise, use Exhibit 2e(2). The unpaid balance of the loan as of the last 

payment date is the starting point for this Loan Sale Loss calculation. 

3. 	 All loan sales require FDIC approval. 

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EXHIBIT 2.5 

TRUE-UP 

Pursuant to Section 2.5(a) of this Agreement, the following calculation applies to 

determine any payment due by the Assuming Institution to the Receiver on the True-Up 

Date. All capitalized terms used in this Exhibit 2.5 have the meanings defined or 

referenced in Article 8 ofthis Agreement. 

X= A-(B+C+D) 

2 

Where: 

X= the amount payable to the Receiver pursuant to Section 2.5(a) 

A= 20% ofthe Intrinsic Loss Estimate 

B = 20% of theNet Loss Amount 

C = 25% of the Asset discount bid, expressed in dollars, oftotal Shared-Loss Loans on 

Schedules 4.15A and 4.15B as of the Bank Closing Date 

D = 3.5% of total Shared-Loss Loans on Schedules 4.15A and 4.15B as of the Bank 

Closing Date 

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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 

Loans as of this month-end 

Percent of Total 

PORTFOLIO PERFORMANCE STATUS t1

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 

Loan# 

Principal 

Balance 

List of Loans Sold During Month 

Principal 

Balance 

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EXHIBIT 4 


WIRE TRANSFER 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 Loans 

In order for a mortgage loan to be a Qualifying Loan it must meet all of the following criteria, 

which must be confirmed by the lender: 

• 	 The collateral securing the mortgage loan is owner-occupied and the owner's primary 

residence; and 

• 	 The mortgagee has a first priority lien on the collateral; and 

• 	 Either the borrower is at least 60 days delinquent or a default is reasonably foreseeable. 

Modification Process 

The lender shall undertake a review of its mortgage loan portfolio to identify Qualifying Loans. 

For each Qualifying Loan, the lender shall determine the net present value ("NPV") of the 

modified loan and shall provide the methodology employed to determine the NPV, and a 

certification that the lender's model assumptions are documented and validated through periodic 

independent reviews. A sound model validation process includes the lender's modeling 

assumptions, consideration of industry standards and results and the lender's own portfolio 

experiences, other available models or predictors, and any model validation requirements of the 

lender's chartering authority. 

If the NPV of a Qualifying Loan will exceed the 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 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 borrower's gross 

monthly housing payment (including principal, interest, taxes and insurance, any homeowners' 

association dues, i.e., PITIA) by the borrower's monthly income. For the purpose of the 

foregoing calculation: 

(1) the borrower's monthly income shall be defined as the borrower's (along with any coborrowers') income amount before any payroll deductions and includes wages and salaries, 

overtime pay, commissions, fees, tips, bonuses, housing allowances, other compensation for 

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personal services, Social Security payments, including Social Security received by adults on 

behalf of minors or by minors intended for their own support, and monthly income from 

annuities, insurance policies, retirement funds, pensions, disability or death benefits, 

unemployment benefits, rental income and other income. All income information must be 

documented and verified. If the borrower receives public assistance or collects unemployment, 

the Assuming Institution must determine whether the public assistance or unemployment income 

will continue for at least nine (9) months. 

(2) the borrower's monthly housing payment shall be the amount required to pay monthly 

principal and interest plus one-twelfth of the then current annual amount required to pay real 

property taxes and homeowner's insurance with respect to the collateral. 

In order to calculate the monthly principal payment, the lender shall capitalize to the outstanding 

principal balance of the Qualifying Loan the amount of all delinquent interest, delinquent taxes, 

past due insurance premiums, third party fees and (without duplication) escrow advances (such 

amount, the "Capitalized Balance"). 

In order to achieve the goal of reducing the DTI Ratio to 31%, the lender shall take the following 

steps in the following order of priority with respect to each Qualifying Loan: 

1. 	 Reduce the interest rate to the then current Primary Mortgage Market Survey® 

(PMMS) for 30-year fixed-rate 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 of31% is achieved, for a period of five (5) years. 

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 nonamortizing 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. 

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At the end of the five (5) year period in paragraph 2, above, the interest rate on the modified loan 

shall adjust to the Primary Mortgage Market Survey® (PMMS) for 30-year fixed-rate loans as of 

the date of the loan modification, but subject to an annual adjustment cap of one percent (1%) 

per year. At that time, the monthly amount due by the borrower will also adjust to amortize fully 

the remaining Capitalized Balance (or, in any case in which the Capitalized Balance was 

bifurcated, the amortizing portion thereof) over the remaining term of the modified loan. 

Special Note: 

The NPV 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, the Assuming Institution's determination of a probability of default 

without modification, a probability of default with modification, home price forecasts, 

prepayment speeds, and event timing. These assumptions are applied to different projected cash 

f1ows over the term of the loan, such as the projected cash t1ow of the loan performing or 

defaulting without modification and the projected cash f1ow of the loan performing or defaulting 

with modification. 

By contrast, the net present value for determining the Covered Loss is based on a 10 year period. 

While the assumptions in the net present value calculation used in the modification process may 

change, the net present value calculation for determining the Covered Loss remains constant. 

Related Junior Lien Mortgage Loans 

In cases where the lender holds a junior lien mortgage loan that is collateralized by the same 

property that collateralizes a Qualifying Loan that is modified as described above, the junior lien 

mortgage loan shall also be modified to enhance overall affordability to the borrower. At a 

minimum, the lender shall reduce the interest rate on the junior lien mortgage loan to no more 

than 2% per annum. Further modifications may be made at the lender's discretion as needed to 

support affordability and performance of the modified first lien Qualifying Loan. 

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EXHIBIT 5.3(a) 


SINGLE FAMILY SHARED-LOSS LOANS 


Single Family Active Loan Listing 

1. Property type 

2. Lien Status 

3. Original loan amount 

4. Documentation 

5. Original Credit Score 

6. Original LTV 

7. Original combined LTV 

8. Original front-end DTI 

9. Original back-end DTI 

10. Negative Amortization cap 

11. Property city 

12. Property state 

13. Property street address 

14. Property zip 

15. Maturity date 

16. MI Coverage 

17. Occupancy 

18. Interest rate type 

19. Product Type 

20. Loan amortization type 

21. Lookback 

22. Interest Rate Spread 

23. Interest rate index 

24. Lifetime Interest Rate Cap 

25. Interest rate floor 

26. First interest cap 

27. Periodic interest rate cap 

28. Periodic interest floor 

29. Payment Adjustment Cap 

30. Outstanding Unpaid Principal Balance 

31. Interest rate 

32. Interest Paid to Date 

33. Next payment due date 

34. Scheduled Principal and Interest Amount 

35. Escrow Taxes and Insurance Payment 

36. Escrow balance 

37. Next interest rate reset date 

38. Next payment reset date 

39. Rate reset period 

40. Payment reset period 

41. Payment History 

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42. Exceptional Loan Status 

43. Valuation date 

44. Valuation amount 

45. Valuation Type 

46. Household income 

47. Current Credit Score 

48. HELOC Maximum Draw Amount 

49. HELOC Draw Period End Date 

50. Superior Lien Balance 

51. FDIC Asset ID 

52. Origination Date 

53. Last Renewal Date 

54. Number of Renewals 

55. Guarantor 

56. Nonaccrual 

57. Last Payment Date 

58. LSBO 

59. Undisbursed Commitment availability 

60. Credit Line Status 

61. HELOC Amount Advanced 

Non-Single Family Active Loan Listing 

1. Borrower ID 

2. Short Name 

3. Long Name 

4. Address line 1 

5. Address line 2 

6. Address line 3 

7. City 

8. State 

9. Zip Code 

10. Taxpayer ID 

11. Business Type 

12. Relationship Name 

13. Relationship ID 

14. Credit Score 

15. Stock symbol 

16. Out of Terri tory 

17. Insiders and Employees 

18. Lending Division 

19. Lending Officer 

20. Branch ID 

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21. Note number 

22. Balance outstanding 

23. Undisbursed Commitment availability 

24. Original Amount 

25. Origination Date 

26. Last renewal date 

27. Maturity Date 

28. Last extension date 

29. Number of renewals 

30. Number of extensions 

31. Note purpose 

32. Collateral Code 

33. Interest Rate 

34. Interest Rate Index 

35. Interest Rate Spread 

36. Interest earned not collected 

37. Borrower's internal rating 

38. Borrower's rating date 

39. Note risk rating 

40. Note balance rated pass 

41. Note balance rated special mention 

42. Note balance rated substandard 

43. Note balance rated doubtful 

44. Charge off amount 

45. Specific Reserve 

46. Shared National Credit 

47. Guarantor 

48. Days Past Due 

49. Interest paid-to date 

50. Nonaccrual 

51. Times Past Due 30 59 

52. Times Past Due 60 89 

53. Times Past Due 90+ 

54. Loan Type 

55. FFIEC Code 

56. Participation indicator 

57. Amount Sold 

58. Participation Sold Original Amount 

59. Collateral description 

60. Loan for sale 

61. Next due date 

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62. Payment frequency 

63. Variable Rate 

64. Periodic Interest Rate Cap 

65. Interest Rate Reset Interval 

66. Lifetime Interest Rate Cap 

67. Troubled Debt Restructured 

68. Amortizing/Non-amortizing status 

69. Payment amount 

70. Last Payment Date 

71. Capitalized Interest 

72. Number of payments in contract 

73. Collateral Value 

74. Collateral Valuation/ Appraisal Date 

75. Lien Status 

76. Block Numbering Area or Census Tract 

77. MSACode 

78. Dealer Code 

79. Dealer Reserve Balance 

80. Escrow Balance 

81. Co-maker/Joint-maker 

82. Late Charges 

83. FDIC Asset ID 

84. FDIC Asset Type 

85. Share-Loss Quarter 

86. Collateral Property street address 

87. Collateral Property city 

88. Collateral Property state 

89. Collateral Property zip 

90. Payment reset period 

91. First payment date 

92. Interest rate floor 

93. First interest cap 

94. Original LTV 

95. Original combined LTV 

96. Next interest rate reset date 

97. Exceptional Loan Status 

98. Valuation Type 

99. Superior Loan Balance 

100. Modification 

101. Other Adjustments 

102. Assumed Commitment Advances 

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103. Permitted Advances 

104. Capital Expenditures 

1 0 5. Interest Reserve 

106. Net Operating Income 

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SCHEDULE 4.15A 


LOANS SUBJECT TO LOSS SHARING UNDER THE 


SINGLE FAMILY SHARED-LOSS AGREEMENT 


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EXHIBIT 4.15B 


COMMERCIAL SHARED-LOSS AGREEMENT 


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EXHIBIT 4.15B 


ARTICLE 1. GENERAL................................................ I 


1.1 	 Purpose ..................................................................... l 


1.2 	 Relationship with Purchase and Assumption 


Agreement ................................................................ 1 


1.3 	 Defined Tenus .......................................................... 1 


ARTICLE 2. SHARED-LOSS ARRANGEMENT ....... 1 


2.1 	 Accounting for and Management of Shared-Loss 


Assets ....................................................................... 1 


2.2 	 Payments with Respect to Shared-Loss Assets ......... 2 


2.3 	 Payments Applicable to Shared-Loss Quarters ........ 2 


2.4 	 Payments Applicable to Recovery Quarters ............. 3 


2.5 	 True-Up Payment and Calculation ........................... 3 


2.6 	 Limitation on Payments ............................................ 4 


2.7 	 Expenses ................................................................... 5 


2.8 	 Permitted Advances and Amendments ..................... 8 


2.9 	 Recovery ................................................................... 9 


2.10 	 Treatment as a Shared-Loss Asset.. ........................ 12 


2.11 	 Receiver's Option to Purchase ............................... 13 


ARTICLE 3. ADMINISTRATION OF SHAREDLOSS ASSETS .................................................... 14 


3.1 	 Management Standards Regarding Administration 14 


3.2 	 Assuming Institution's Responsibilities and Duties 14 


3.3 	 Third Party Servicers and Affiliates ....................... 15 


3.4 	 Utilization by the Assuming Institution of Special 


Receivership Powers .............................................. 16 


3.5 	 Tax Ruling .............................................................. 17 


ARTICLE 4 SALE OF CERTAIN SHARED-LOSS 


ASSETS............................................................. 17 


4.1 	 Sales of Shared-Loss Assets ................................... 17 


4.2 	 Calculation of Gain or Loss on Sale ....................... 17 


4.3 	 Sale of ORE, Additional ORE or Subsidiary ORE.18 

ARTICLE 5. CERTIFICATES, REPORTS AND 


RECORDS......................................................... 18 


5.1 	 Reporting Obligations of the Assuming Institution 18 


5.2 	 Quarterly Certificates ............................................. 18 


5.3 	 Notification of Certain Transactions ...................... 19 


5.4 	 Notification of Related Loans ................................. 20 


5.5 	 Auditor's Report; Right to Audit... ......................... 20 


COMMERCIAL SHARED-LOSS AGREEMENT 


TABLE OF CONTENTS 


5.6 Accounting Principles ............................................ 21 


5.7 Records and Reports ............................................... 21 


ARTICLE 6. MISCELLANEOUS......................... 22 


6.1 Expenses................................................................. 22 


6.2 Successors and Assigns .......................................... 22 


6.3 Waiver of Jury Trial ............................................... 23 


6.4 No Third Party Beneficiary .................................... 23 


6.5 Consent; Determination ofDiscretion .................... 23 


6.6 Rights Cumulative .................................................. 23 


6.7 References .............................................................. 23 


6.8 Notice ..................................................................... 23 


ARTICLE 7. DISPUTE RESOLUTION ..................... 24 


7.1 	 Methods of Resolution ........................................... 24 


7.2 	 Informal Resolution ................................................ 24 


7.3 	 Resolution by Non-Binding Dispute Resolution 


Proceeding .............................................................. 24 


7.4 	 Confidentiality of Compromise Negotiations ......... 25 


7.5 	 Payment Resulting from Compromise 


Negotiations ........................................................... 25 


7.6 	 Formal Resolution .................................................. 25 


7.7 	 Limitation on FDIC Party ....................................... 26 


7.8 	 Effectiveness of Agreement Pending Dispute ........ 26 


7.9 	 Governing Rules and Law ...................................... 26 


7.10 	 Review Board Proceedings .................................... 26 


7.11 	 Impartiality ............................................................. 28 


7.12 	 Schedule ................................................................. 28 


7.13 	 Written Award ........................................................ 28 


7.14 	 Interest Rate on Award ........................................... 28 


7.15 	 Payments ................................................................ 29 


7.16 	 Fees, Costs andE.x:penses ....................................... 29 


7.17 	 Binding and Conclusive Nature .............................. 29 


7.18 	 No Precedent .......................................................... 29 


7.19 	 Confidentiality; Proceedings, Infmmation and 


Documents.............................................................. 29 


7.20 	 Confidentiality of Arbitration Award ..................... 30 


7.21 	 E.\.1cnsion of Time Periods ..................................... 30 


7.22 	 Venue ..................................................................... 30 


ARTICLE 8. DEFINITIONS ....................................... 30 


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EXHIBITS 


Page 


True-Up ................................................................................................................................................ Exhibit 2.5 38 


Exclusion from Reimbursable Expenses .............................................................................................. Exhibit 2.7 39 


Interest Income as a Recovery .............................................................................................................. Exhibit 2.9 40 


Form of Quarterly Certificates .............................................................................................................. Exhibit 5.2 41 


SCHEDULES 

Page 


Loans Subject to Loss-Sharing under the Commercial Shared-Loss Agreement .......................... Schedule 4.15B 45 


Shared-Loss Subsidiaries ............................................................................................................... Schedule 4.15D 46 


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EXHIBIT 4.15B 

COMMERCIAL SHARED-LOSS AGREEMENT 

A. This Commercial Shared-Loss Agreement and the Exhibits attached hereto and 

incorporated herein by this reference (collectively, the "Agreement") is made pursuant to and as 

of the date of that certain Purchase and Assumption Agreement (the "Purchase and 

Assumption Agreement") among the Receiver, the Assuming Institution and the Corporation, 

to which this Agreement is attached. 

B. This Agreement shall apply only if the Assuming Institution has purchased Shared-Loss 

Assets (as defined herein) pursuant to the Purchase and Assumption Agreement. Subject to the 

provisions of this Agreement, it is the intention ofthe parties that the Receiver and the Assuming 

Institution shall share certain losses, expenses and Recoveries (as defined herein). 

AGREEMENT 

ARTICLE 1. GENERAL. 

1.1. Purpose. The purpose of this Agreement is to set forth requirements regarding, 

among other things, management of Shared-Loss Assets by the Assuming Institution and 

procedures for notices, consents, reporting and payments. In administering the Shared-Loss 

Assets, the Assuming Institution shall at all times comply with the Management Standards set 

forth in Article 3. 

1.2. Relationship with Purchase and Assumption Agreement. To the extent that 

any inconsistencies may arise between the terms of the Purchase and Assumption Agreement and 

this Agreement with respect to the subject matter of this Agreement, the terms of this Agreement 

shall control. 

1.3. Defined Terms. The capitalized terms used in this Agreement have the meanings 

defined or referenced in Article 8. 

ARTICLE 2. SHARED-LOSS ARRANGEMENT. 

2.1. Accounting for and Management of Shared-Loss Assets. 

(a) Initial Values. The Assuming Institution shall record the Shared-Loss 

Assets on its Accounting Records at their respective Book Values as of the Commencement 

Date. 

(b) Adjustments. After the Commencement Date, the Assuming Institution 

shall adjust the Book Values of the Shared-Loss Assets in accordance with this Agreement, the 

Examination Criteria and Article VIII of the Purchase and Assumption Agreement. 

(c) Management. The Assuming Institution shall manage and account for the 

Shared-Loss Assets in accordance with this Agreement. 

(d) Loss Mitigation. Within 90 days of bank closing, the Assuming Institution 

shall submit to the FDIC for approval a written loss mitigation plan. The loss mitigation plan 

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shall be updated annually and submitted to FDIC. On a quarterly basis the Assuming Institution 

shall deliver to the FDIC the internal management reports utilized to monitor the status of loan 

restructurings in process for assets on Schedule 4.15B as well as assets that have successfully 

undergone documented loan restructurings. 

2.2. Payments with Respect to Shared-Loss Assets. 

(a) Calculation and Method of Payments. Subject to the conditions of this 

Agreement, the parties shall make the payments set forth in this Article 2. All payments made 

by a party under this Agreement shall be made by wire transfer. 

(b) Timing of Payments. 

(i) Payments by the Receiver under this Article 2 shall be made within 

thirty (30) days following the date on which the Receiver receives the Quarterly 

Certificate with respect to each Shared-Loss Quarter or Recovery Quarter, provided that 

the Quarterly Certificate is complete, accurate, timely and in compliance with the 

requirements of this Agreement. 

(ii) Payments by the Assuming Institution under this Article 2 shall be 

made on or before the due date for the Quarterly Certificate for each Shared-Loss Quarter 

or Recovery Quarter, as applicable. 

(c) Source of Receiver's Funds. Payment obligations of the Receiver with 

respect to this Agreement shall be treated as administrative expenses of the Receiver pursuant to 

12 U.S.C § 1821(d)(ll). To the extent that the Receiver requires funds to make payments 

relating to Shared-Loss Assets pursuant to this Agreement, the Receiver shall request funds 

under the Master Loan and Security Agreement between the FDIC in its corporate capacity and 

the FDIC in its receivership capacity, with respect to any receivership, dated as of May 21, 2009, 

as amended. 

(d) Shared-Loss Subsidiaries. Covered Losses with respect to Subsidiary 

Shared-Loss Loans and Subsidiary ORE shall not exceed the Applicable Percentage of the 

Investment in Subsidiary of each Shared-Loss Subsidiary, if any, identified on Schedule 4.15D 

as the owner of each such Subsidiary Shared-Loss Loans or Subsidiary ORE. 

2.3. Payments Applicable to Shared-Loss Quarters. For each Shared-Loss Quarter, 

pursuant to the applicable Quarterly Certificate, one of the payments described at (a) or (b) 

below shall be made, as appropriate, with respect to Shared-Loss Assets: 

(a) Covered Loss Payments by the Receiver. The Receiver shall pay to the 

Assuming Institution the "Covered Loss" which is an amount equal to: 

(i) the sum of the Applicable Percentage of: 

(A) Charge-Offs; plus 

(B) Reimbursable Expenses attributable to Shared-Loss Assets; 

minus 

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(C) Recoveries; and 

(ii) fifty per cent (50%) of collections on Fully Charged-Off Assets 

less fifty per cent (50%) of any expenses attributable to such Fully Charged-Off Assets, 

provided and only to the extent that such expenses would be Reimbursable Expenses if 

such Fully Charged-Off Assets were Shared-Loss Assets. 

(b) Covered Gain Payments by the Assuming Institution. If the result of the 

calculation described in Section 2.3(a) is a negative amount (the "Covered Gain"), the 

Assuming Institution shall pay such amount to the Receiver. 

2.4. Payments Aoolicable to Recoverv Quarters. For each Recovery Quarter, 

pursuant to the applicable Quarterly Certificate, the payments described at (a) and (b) below 

shall be made, as appropriate, with respect to Shared-Loss Assets: 

(a) Payments by the Receiver. The Receiver shall pay to the Assuming 

Institution an amount equal to the Applicable Percentage of any Reimbursable Expenses, for the 

period through and including the last Shared-Loss Quarter, which are specified on the Quarterly 

Certificate for the first Recovery Quarter. 

(b) Payments by the Assuming Institution. The Assuming Institution shall 

pay to the Receiver: 

(i) an amount equal to the Applicable Percentage of Net Recoveries 

for each Recovery Quarter; plus 

(ii) an amount equal to fifty per cent (50%) of any collections on Fully 

Charged-Off Assets minus fifty per cent (50%) of any Reimbursable Expenses 

attributable to such Fully Charged-Off Assets. 

(c) Net Recoveries. "Net Recoveries" means gross Recoveries during any 

Calendar Quarter minus Reimbursable Expenses during such Calendar Quarter. 

(d) Negative Net Recoveries. If Net Recoveries received in a Recovery 

Quarter is a negative amount, then the amount of such Net Recoveries shall be offset against the 

amount of gross Recoveries received in the following Recovery Quarter to determine the amount 

of Net Recoveries for that following Recovery Quarter. If, after applying the preceding 

provisions, Net Recoveries received in any subsequent Recovery Quarter is also a negative 

amount, the provisions of this Section 2.4(d) shall continue to apply to determine the amount of 

Net Recoveries in each such subsequent Recovery Quarter. 

2.5. True-Up Payment and Calculation. 

(a) Payment Obligation of the Assuming Institution. If the Assuming 

Institution's Bid Amount, as set forth in Article VII of the Purchase and Assumption Agreement, 

includes an "Asset discount bid" which represents five percent (5%) or more of the purchase 

price of the Assets determined in accordance with Article III of the Purchase and Assumption 

Agreement, the Assuming Institution shall pay to the Receiver on the True-Up Date any positive 

amount resulting from the calculation set forth in Exhibit 2.5. 

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(b) Reporting of Calculation. On or before the True-Up Date the Assuming 

Institution shall deliver to the Receiver a schedule, signed by the chief executive officer or the 

chief financial officer of the Assuming Institution, setting forth in reasonable detail the 

calculation described in Exhibit 2.5, including the calculation of the Net Loss Amount. 

2.6. Limitation on Payments. 

(a) Failure to Administer. If the Assuming Institution fails to administer any 

Shared-Loss Asset in accordance with the provisions of Article 3, the Receiver may determine 

that such asset will not be treated as a Shared-Loss Asset pursuant to this Agreement. 

(b) Receiver's Right to Withhold Payment. Notwithstanding any other 

provision of this Article 2, the Receiver may withhold all or any portion of a payment to the 

Assuming Institution of the amount requested in a Quarterly Certificate if the Receiver 

determines that: 

(i) the Quarterly Certificate is incomplete, inaccurate or untimely; 

(ii) based upon the Examination Criteria, a Charge-Off of a SharedLoss Asset should not have been effected by the Assuming Institution; 

(iii) there is a reasonable basis under the terms of this Agreement for 

denying the eligibility of amounts included in a Quarterly Certificate for which 

reimbursement or payment is sought; 

(iv) with respect to a particular Shared-Loss Asset, the Assuming 

Institution has not complied or is not complying with the Management Standards; 

(v) the Assuming Institution has failed to comply with the 

requirements set forth in Section 5.5 including, but not limited to permitting the Receiver, 

its agents, contractors and/or employees to determine compliance with this Agreement 

pursuant to Section 5.5(c); or 

(vi) a retroactive accounting adjustment is to be made by the Receiver 

pursuant to Section 5.5(c). 

(c) Opportunity to Cure; Payment. 

(i) In the event that a determination is made to withhold an amount 

pursuant to Section 2.6(b), the Receiver shall provide the Assuming Institution with 

notice detailing the grounds for withholding such amount and the Assuming Institution 

shall cure any deficiency within a reasonable period of time. 

(ii) If the Assuming Institution demonstrates to the satisfaction of the 

Receiver that the grounds for withholding a payment, or any part thereof, no longer exist 

or have been cured, the Receiver shall pay the Assuming Institution the amount which the 

Receiver determines is eligible for payment within thirty (30) days following the date of 

such determination. 

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(iii) If the Assuming Institution does not cure any such deficiency 

within a reasonable period of time, the Receiver may withhold payment as described in 

Section 2.6 (b) with respect to the affected Shared-Loss Asset(s), but such withholding 

will not affect the Receiver's obligation to make any other payment properly due 

pursuant to this Agreement. 

(d) Adjustments. In the event that the Receiver withholds payment with 

respect to a Charge-Off of a Shared-Loss Asset or determines pursuant to Section 2.6(b) that a 

payment was improperly made, the Assuming Institution and the Receiver shall, upon final 

resolution of such issue, make such accounting adjustments and payments as may be necessary 

to give retroactive effect to such actions. 

(e) Interest on Payments. Any payment by the Receiver pursuant to Section 

2.6(d) shall be made together with interest on the amount thereof that accrues with effect from 

five (5) Business Days after the date on which payment was agreed or determined to be due until 

such amount is paid. The annual interest rate shall be determined by the Receiver based on 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 Statistical Release for Selected Interest Rates HIS opposite the caption 

"Treasury bills (secondary market), 3-Month" or, if not so reported for such day, for the next 

preceding Business Day for which such rate was so reported. 

(f) Determination of Disputes. Any dispute arising under this Section 2.6 

shall be resolved pursuant to the dispute resolution procedures of Article 7. 

2.7. Expenses. 

(a) Reimbursable Expenses. Reimbursable Expenses incurred by the 

Assuming Institution for a product, service or activity may be reimbursable or recoverable by the 

Assuming Institution and may be included for the purpose of calculating payments relating to 

Shared-Loss Assets. "Reimbursable Expenses" means actual, reasonable and necessary out-ofpocket expenses incurred in the usual, prudent and lawful management of a Shared-Loss Asset 

which are paid to third parties by or on behalf of the Assuming Institution or its Affiliates for a 

Shared-Loss Quarter or a Recovery Quarter, as applicable, in respect of the following 

expenditure: 

(i) expenses to recover amounts owed with respect to: 

(A) Shared-Loss Assets as to which a Charge-Off was effected 

prior to the end of the final Shared-Loss Quarter as reflected on the Accounting 

Records of the Assuming Institution; and 

(B) Failed Bank Charge-Offs; 

(ii) expenses to recover amounts described in paragraph (i) which 

relate to an Environmental Assessment and any environmental conditions relating to the 

Shared-Loss Assets, including remediation expenses for any pollutant or contaminant and 

fees for consultants retained to assess the presence, storage or release of any hazardous or 

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toxic substance or any pollutant or contaminant relating to the collateral securing a 

Shared-Loss Asset that has been fully or partially charged-off, in each case up to a 

maximum of $200,000 per Shared-Loss Asset, except as provided in the last paragraph of 

this Section 2.7(a); 

(iii) ORE Expenses to the extent that such amount exceeds any ORE 

Income; 

(iv) reasonable and necessary litigation expenses with respect to 

maximizing Recoveries of Shared-Loss Assets but excluding amounts, if any, incurred 

with respect to any alleged improper conduct ofthe Assuming Institution; 

(v) fees incurred for attorneys, appraisers and other independent 

professional consultants engaged as necessary to assist in collections of Shared-Loss 

Assets, up to a maximum of $100,000 per Shared-Loss Asset, except as provided in the 

last paragraph of this Section 2.7(a); 

(vi) a proportion of expenses for collections by or on behalf of the 

Assuming Institution on an Asset other than a Shared-Loss Asset with a Book Value 

greater than zero which are applied to both that Book Value and to a Failed Bank ChargeOff, equal to the collections on such Asset which are applied to the Failed Bank ChargeOff divided by the total collections on such Asset; and 

(vii) with respect to the final Recovery Quarter, Reimbursable Expenses 

may include (A) a Net ORE Loss Carryforward if applicable and to the extent set forth in 

Section 2.9(g)(iii) and (B) any ORE Expenses to the extent that such amount exceeds 

ORE Income. 

If the Assuming Institution estimates in good faith that required expenditures for 

the purposes described (A) in paragraph (ii) may exceed $200,000 or (B) in paragraph (v) may 

exceed $100,000 with respect to a particular Shared-Loss Asset, and provides the Receiver with 

advance notice and details thereof prior to incurring any such expenditure, the Receiver may, in 

its sole and absolute discretion, consent to such greater amount being deemed a Reimbursable 

Expense for purposes of this Agreement. 

(b) Exclusions. Reimbursable Expenses do not include the following: 

(i) Capitalized Expenditures; 

(ii) amounts paid to Affiliates of the Assuming Institution; 

(iii) with respect to Shared-Loss Assets with prior Failed Bank ChargeOffs or Charge-Offs or write-downs for which the Assuming Institution is recognizing 

interest income as described in Section 2.9( d), the portion of the expense attributable to 

that Shared-Loss Loan which is derived by applying the calculation set forth in 

Exhibit 2. 7; 

(iv) Federal, State or local income taxes and expenses related thereto; 

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(v) salaries, other compensation and related benefits of employees of 

the Assuming Institution and its Affiliates including, without limitation, bonus, 

commission or severance arrangements, training, payroll taxes, dues and travel- or 

relocation-related expenses; 

(vi) the cost of space occupied by the Assuming Institution or its 

Affiliates and their respective staff and the rental and maintenance of furniture and 

equipment; 

(vii) expenses for data processmg, including the purchase or 

enhancement of data processing systems; 

(viii) except as expressly permitted in Sections 2.7(a)(ii) and 2.7(a)(v), 

fees for accounting and other independent professional consultants; 

(ix) allocated portions of any other overhead or general and 

administrative expense for services of a type which the Assuming Institution does not 

normally perform internally; 

(x) expenses not incurred in good faith and/or with the same degree of 

care that the Assuming Institution normally would exercise in the collection of troubled 

assets in which it alone had an interest; 

(xi) servicing fees payable to a third party (including a Third Party 

Servicer which is an Affiliate of the Assuming Institution), if the Assuming Institution 

would have provided those services had the relevant Shared-Loss Assets not been subject 

to this Agreement; 

(xii) in a Recovery Quarter, ORE Expenses to the extent that such 

amount exceeds ORE Income; and 

(xiii) expenses which exceed the amount of Recoveries made in any 

Recovery Quarter. 

(c) Reimbursable Expenses Incurred in Shared-Loss Quarters. Reimbursable 

Expenses for Shared-Loss Quarters shall be submitted to the Receiver in each Quarterly 

Certificate, and in any event on or before the end of the first Recovery Quarter. 

(d) Reimbursable Expenses Incurred in Recoverv Quarters. Reimbursable 

Expenses for Recovery Quarters shall be submitted to the Receiver in the Quarterly Certificate 

for each Recovery Quarter, and in any event on or before the Termination Date. 

(e) Notification of Certain Expenditures. 

(i) Under certain circumstances the Assuming Institution may 

determine that, in order to maximize collection of a Shared-Loss Asset or an Asset on 

which a Failed Bank Charge-Off has been effected, there is a substantial likelihood that 

funds will need to be expended after the Bank Closing Date by or on behalf of the 

Assuming Institution to a third party for a specified purpose, which do not otherwise 

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constitute Reimbursable Expenses. If such expenditure is estimated to exceed ten percent 

(10%) of the Book Value of such Shared-Loss Asset or Asset, respectively, and that 

Shared-Loss Asset or Asset has a Legal Balance on the Accounting Records of the 

Assuming Institution of $1,000,000 or more, then the Assuming Institution shall 

promptly report such proposed expenditure to the Receiver, and may request that such 

expenditure be treated as a Permitted Expense. 

(ii) Within thirty (30) days following receipt of a notice pursuant to 

Section 2.7(e)(i), the Receiver will advise the Assuming Institution whether the Receiver 

grants or withholds its consent to the qualification of the proposed expenditures as a 

Reimbursable Expense. If consent is withheld, the Assuming Institution shall not be 

required to make such expenditures and otherwise shall continue to administer such 

Shared-Loss Asset in accordance with the Management Standards. 

2.8. Permitted Advances and Amendments. Pursuant to this Agreement, certain 

advances in respect of a Shared-Loss Loan and certain amendments in respect of a Shared-Loss 

Loan or a Shared-Loss Loan Commitment made by the Assuming Institution may be permissible 

additions to the Book Value of the Shared-Loss Assets, and entitle such Shared-Loss Assets to 

retain their status as such, if they satisfy certain criteria, as set forth below: 

(a) Permitted Advance. A "Permitted Advance" is an advance on a SharedLoss Loan which is made by the Assuming Institution in good faith, justified by 

contemporaneous supporting documentation in the Credit File, in accordance with the applicable 

requirements set forth in Article 3 and with the then effective written internal credit policy 

guidelines of the Assuming Institution and which meets the following criteria: 

(i) it is an advance made by the Assuming Institution, or a legally 

binding commitment by the Assuming Institution to advance funds and, in either case, 

funds are advanced fully within one (1) year from the Commencement Date; and 

(A) the sum of the following is less than 110% of the Book 

Value of such Shared-Loss Loan after such advance has been made: 

(1) the Book Value of such Shared-Loss Loan; plus 

(2) the unfunded amount of the legally binding 

commitment referred to at Section 2.8(a)(i) with respect to 

that Shared-Loss Loan; 

(B) the Assuming Institution has not taken a Charge-Off with 

respect to that Shared-Loss Loan; and 

(C) no Shared-Loss Loan Commitment exists for such SharedLoss Loan; or 

(ii) it is an advance made by the Assuming Institution which the 

Assuming Institution determines is necessary to preserve or secure the value of the 

collateral for a Shared-Loss Loan. In making such determination, the Assuming 

Institution shall apply the same criteria as it would if the Shared-Loss Assets were owned 

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by the Assuming Institution or any of its Affiliates, and subject to the limitation on 

expenses related to the remediation, presence, storage or release of any hazardous or 

toxic substance, pollutant or contaminant as set forth in Section 2.7(a)(ii). 

(b) Permitted Amendment. A "Permitted Amendment" is, 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 which is 

made by the Assuming Institution in good faith, justified by contemporaneous supporting 

documentation in the Credit File, in accordance with the applicable requirements set forth in 

Article 3 and with the then effective written internal credit policy guidelines of the Assuming 

Institution. A Permitted Amendment must also satisfy the following criteria: 

(i) the sum of the following is less than 110% of the Book Value of 

such Shared-Loss Loan after such amendment or modification has been made: 

(A) the Book Value of such Shared-Loss Loan; plus 

(B) the unfunded amount of any applicable Shared-Loss Loan 

Commitment, inclusive of amounts advanced pursuant to such amendment, 

modification, renewal or extension; and 

(ii) with respect to a Shared-Loss Loan Commitment or Shared-Loss 

Loan which is not a revolving line of credit, it does not increase the amount of principal 

(A) then remaining available to be advanced by the Assuming Institution under the 

Shared-Loss Loan Commitment or (B) then outstanding under the Shared-Loss Loan 

beyond the limit provided in Section 2.8(b)(i); or 

(iii) with respect to a Shared-Loss Loan Commitment or Shared-Loss 

Loan which is a revolving line of credit, it does not increase the maximum amount of 

principal authorized as of the Bank Closing Date to be outstanding at any one time under 

the underlying revolving line of credit relationship with the debtor beyond the limit 

provided in Section 2.8(b )(i) (regardless of the extent to which such revolving line of 

credit may have been funded as of the Bank Closing Date or may subsequently have been 

funded and/or repaid); and 

(iv) it does not extend the term of such Shared-Loss Loan Commitment 

or Shared-Loss Loan beyond the end of the final Shared-Loss Quarter or, if later, beyond 

the term which existed as of the Bank Closing Date. 

2.9. Recovery. 

(a) Calculation of a Recovery. A "Recovery" is the sum of the following 

amounts (without duplication) for any period, subject to the limitations and exceptions set forth 

in Section 2.9(b): 

(i) collections by or on behalf of the Assuming Institution on ChargeOffs of a Shared-Loss Asset effected by the Assuming Institution prior to the end of the 

final Shared-Loss Quarter; 

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(ii) collections by or on behalf of the Assuming Institution on Failed 

Bank Charge-Offs; 

(iii) collections by or on behalf of the Assuming Institution on any 

Asset on which a Failed Bank Charge-Off has been effected, to the extent that such 

collections exceed the Book Value of such Asset; 

(iv) ORE Income; 

(v) collections by or on behalf of the Assuming Institution of any 

Reimbursable Expenses; 

(vi) any gain received on a sale or other disposition of a Shared-Loss 

Loan or Shared-Loss Subsidiary by or on behalf of the Assuming Institution; 

(vii) the amount of any fee or other consideration received by or on 

behalf of the Assuming Institution for any amendment, modification, renewal, extension, 

refinance, restructure, commitment, sale or other similar action with respect to a SharedLoss Loan as to which there exists a Failed Bank Charge-Off or as to which a Charge-Off 

has been effected by the Assuming Institution during or prior to such period, not 

exceeding the total of any related Failed Bank Charge-Offs, Charge-Offs and 

Reimbursable Expenses made with respect to the particular Shared-Loss Loan; and 

(viii) interest income, if any, pursuant to Section 2. 9(d). 

(b) Limitations and Exceptions. In calculating a Recovery, the following shall 

not be included: 

(i) amounts paid to the Assuming Institution by the Receiver pursuant 

to Article 2; 

(ii) amounts received by or on behalf of the Assuming Institution with 

respect to Charge-Offs effected by the Assuming Institution after the final Shared-Loss 

Quarter; 

(iii) the amount of any gain with respect to Shared-Loss Loans, ORE, 

Additional ORE or Subsidiary ORE included in a Recovery which exceeds the total 

amount of any Failed Bank Charge-Offs, Charge-Offs and Reimbursable Expenses made 

with respect to the particular Shared-Loss Asset; and 

(iv) after the final Shared-Loss Quarter, ORE Income except to the 

extent that aggregate ORE Income exceeds ORE Expenses. 

(c) Order of Application. For the purpose of calculating Recoveries, the 

Assuming Institution shall apply any collections received on an Asset not otherwise applied to 

reduce the Book Value of such Asset, if applicable, in the following order: 

(i) to Charge-Offs and Failed Bank Charge-Offs; 

(ii) to Reimbursable Expenses; 

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(iii) to interest income; and 

(iv) to other expenses incurred by the Assuming Institution which are 

not Reimbursable Expenses. 

(d) Interest Income as a Recovery. In the event that (i) there is any 

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 ChargeOff or as to which a Charge-Off has been effected by the Assuming Institution during or prior to 

a Recovery Period and (ii) as a result, the Assuming Institution recognizes interest income for 

financial accounting purposes on that Shared-Loss Loan, then a Recovery shall also include the 

portion of such interest income recognized by the Assuming Institution which is derived by 

applying the calculation set forth in Exhibit 2.9, subject to the limitations set forth in 

Section 2.9(e). 

(e) Maximum Amount of Interest Income. The amount of any interest income 

included as a Recovery with respect to a Shared-Loss Loan subject to Section 2.9(d) shall not 

exceed the total of the following: 

(i) Failed Bank Charge-Offs; 

(ii) Charge-Offs effected by the Assuming Institution during or prior 

to the period in which the amount of a Recovery is being determined; and 

(iii) Reimbursable Expenses paid to the Assuming Institution pursuant 

to this Agreement during or prior to the period in which the amount of a Recovery is 

being determined, all with respect to that particular Shared-Loss Loan. 

(f) Application of Collections. Any collections on a Shared-Loss Loan that 

are not applied to reduce Book Value of principal or recognized as interest income shall be 

applied pursuant to Section 2.9(c). 

(g) Treatment of Net ORE Loss Carryforward. To determine whether the 

Assuming Institution is entitled to apply a Net ORE Loss Carryforward at the end of the final 

Recovery Quarter, the Assuming Institution shall calculate and report the following information 

with respect to Recovery Quarters: 

(i) For any Recovery Quarter other than the final Recovery Quarter, 

Net ORE Income is calculated as the amount of ORE Income received during such 

Recovery Quarter less (A) ORE Expenses paid to third parties during such Recovery 

Quarter and (B) if applicable, Net ORE Loss Carryforward. Any positive Net ORE 

Income shall be reported as a Recovery on the Quarterly Certificate for such Recovery 

Quarter. 

(ii) For the final Recovery Quarter, Net ORE Income is calculated as 

the amount of ORE Income received during the final Recovery Quarter less ORE 

Expenses from the beginning of the final Recovery Quarter up to the date the Assuming 

Institution is required to deliver the Final Recovery Certificate pursuant to this 

Agreement. 

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(iii) If there is a Net ORE Loss Carryforward at the end of the final 

Recovery Quarter, an amount equal to the Net ORE Loss Carryforward up to but not 

exceeding the total Net ORE Income reported as a Recovery on Quarterly Certificates for 

all Recovery Quarters may be included as a Recovery Expense on the Final Recovery 

Certificate. 

2.10. Treatment as a Shared-Loss Asset. 

(a) Loss of Right to Receive Shared-Loss Asset Payments. The Assuming 

Institution shall not be entitled to payments relating to a Shared-Loss Asset pursuant to Section 

2.2 ifthe Assuming Institution or any Affiliate of the Assuming Institution: 

(i) sells or otherwise transfers that Shared-Loss Asset or any interest 

therein (whether with or without recourse) to any Person, other than in compliance with 

this Agreement; 

(ii) makes any additional advance, commitment or increase in the 

amount of a commitment with respect to that Shared-Loss Loan that does not constitute a 

Permitted Advance or a Shared-Loss Loan Commitment Advance, in which case the 

entire Shared-Loss Loan will not be entitled to such payments; 

(iii) makes any amendment, modification, renewal or extension of that 

Shared-Loss Loan that does not constitute a Permitted Amendment; 

(iv) manages, administers or collects any Related Loan in a manner 

which would increase the amount of any collections with respect to that Related Loan to 

the detriment of the Shared-Loss Asset to which such loan is related; or 

(v) fails to administer that Shared-Loss Asset pursuant to the 

Management Standards, including, without limitation, consistent failure to provide 

complete, accurate and timely certificates and reports pursuant to Article 5. 

(b) Effective Date of Loss of Shared-Loss Asset Treatment. If any of the 

actions described in Section 2.10(a) occur with respect to a Shared-Loss Asset, the Receiver shall 

not be obligated to make any payments to the Assuming Institution with respect to any affected 

Shared-Loss Loan after the date of occurrence of such action. In the event that the Receiver 

withholds payment pursuant to the foregoing provisions, the Assuming Institution and the 

Receiver shall make such accounting adjustments and payments as may be necessary to give 

retroactive effect to such actions. 

(c) Treatment of Recoveries. Notwithstanding Sections 2.10(a) and (b), a 

Shared-Loss Loan which has been the subject of Charge-Offs prior to the occurrence of any 

action described in Section 2.10(a) shall be treated as a Shared-Loss Asset for the purpose of 

calculating Recoveries on such Charge-Offs, provided that the amount of Recoveries shall be 

limited to the amount of such Charge-Offs. 

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2.11. Receiver's Option to Purchase. 

(a) Exercise of Option to Purchase. At any time on or prior to the 

Termination Date, the Receiver shall have the option, exercisable by notice to the Assuming 

Institution, to purchase a Shared-Loss Asset or an Asset on which a Failed Bank Charge-Off has 

been effected which meets any of the following criteria: 

(i) if the Shared-Loss Asset has been fully or partially charged-off or 

written down and the Receiver determines that the Assuming Institution is not diligently 

pursuing collection efforts with respect to such Shared-Loss Asset; 

(ii) if the Shared-Loss Asset is the subject of a request pursuant to 

Section 2.7(e), notwithstanding any prior consent by the Receiver with respect to any 

requested expenditures; 

(iii) if it is an Asset on which a Failed Bank Charge-Off has been 

effected; and 

(iv) if the Shared-Loss Asset is a Related Loan required to be included 

in a schedule pursuant to Section 5.4. 

(b) Transfer by the Assuming Institution. Within ten (1 0) Business Days 

following the date upon which the Assuming Institution receives notice pursuant to 

Section 2.11(a), the Assuming Institution shall transfer to the Receiver such Shared-Loss Asset 

or Asset and all Credit Files and Accounting Records relating thereto and shall take all such 

other actions as may be necessary and appropriate to assign, transfer and convey such SharedLoss Asset or Asset to the Receiver. 

(c) Payment by the Receiver. Within fifteen (15) Business Days after the date 

upon which the Assuming Institution transfers the Shared-Loss Asset or Asset pursuant to 

Section 2.11 (b), the Receiver shall pay to the Assuming Institution a purchase price equal to: 

(i) the principal amount of such Shared-Loss Asset, any fees or 

penalties due from an Obligor and any Accrued Interest (subject to the limitations set 

forth at Section 2.11(d)), as stated on the Accounting Records of the Assuming 

Institution, as of the date such price is determined (in the case of a Shared-Loss Loan, 

regardless of the Legal Balance thereof) plus all Reimbursable Expenses incurred up to 

and through the transfer date of such Shared-Loss Asset pursuant to Section 2.ll(b) 

which have not previously been paid to the Assuming Institution; minus 

(ii) the Related Liability Amount applicable to any Related Liabilities 

related to such Shared-Loss Asset or Asset. 

(d) Limitations on Payment by the Receiver. In the case of the purchase of a 

Shared-Loss Loan: 

(i) the price paid pursuant to Section 2.ll(c) shall not include any 

Accrued Interest accruing during the ninety (90) day period prior to the purchase date 

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pursuant to Section 2.11(b ), except to the extent that such Accrued Interest is included in 

the Book Value of such Shared-Loss Loan; 

(ii) the Receiver shall be entitled to any collections received by the 

Assuming Institution after the purchase date, which shall be paid by the Assuming 

Institution forthwith upon receipt and in any event no later than simultaneously with 

delivery of the next Quarterly Certificate; and 

(iii) for the 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 (oldest first) in which such interest accrued. 

(e) Receiver's Assumption of Related Liabilities. The Receiver shall assume 

all Related Liabilities with respect to any Shared-Loss Asset or Asset repurchased pursuant to 

this Section 2.11 with effect from the date of transfer of such Shared-Loss Asset or Asset. 

ARTICLE3. ADMINISTRATION OF SHARED-LOSS ASSETS. 

3.1. Management Standards Regarding Administration. During the term of this 

Agreement the Assuming Institution shall manage, administer and collect all Shared-Loss Assets 

while owned by it or any of its Affiliates in accordance with the rules, requirements and 

standards regarding management, administration and collection of Shared-Loss Assets set forth 

in this Article 3 (the "Management Standards"). Failure to comply with the Management 

Standards shall constitute a material breach of this Agreement. If the Receiver determines in its 

sole and absolute discretion that the Assuming Institution is not in compliance with the 

Management Standards, it may notify the Assuming Institution of the breach and may take action 

pursuant to this Agreement including, without limitation, as provided in Sections 2.6(a) and (b). 

3.2. Assuming Institution's Responsibilities and Duties. 

(a) Covenants of the Assuming Institution. The Assuming Institution shall: 

(i) be responsible to the Receiver and the Corporation in the 

performance of this Agreement, whether performed by the Assuming Institution, an 

Affiliate or a Third Party Servicer; 

(ii) provide to the Receiver and the Corporation such certificates, 

notifications and reports as the Receiver or the Corporation reasonably deems advisable, 

including but not limited to the certificates, notifications and reports required by Article 

5;and 

(iii) permit the Receiver and the Corporation to monitor the Assuming 

Institution's performance of its duties hereunder at all times. 

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(b) Duties of the Assuming Institution with Respect to Shared-Loss Assets. In 

the performance of duties in accordance with the Management Standards, the Assuming 

Institution shall at all times exercise its best business judgment and shall: 

(i) manage, administer, collect and effect Charge-Offs and Recoveries 

with respect to each Shared-Loss Asset in a manner consistent with the following: 

(A) usual and prudent business and banking practices; and 

(B) the Assuming Institution's (or, if applicable, a Third Party 

Servicer' s) practices and procedures including, without limitation, all applicable 

law, the written internal credit policy guidelines of the Assuming Institution (or, if 

applicable, of a Third Party Servicer) in effect from time to time, with respect to 

the management, administration and collection of and taking of Charge-Offs and 

write-downs with respect to loans, ORE and repossessed collateral that do not 

constitute Shared-Loss Assets; 

(ii) use its best efforts to maximize collections with respect to, and 

manage and administer, Shared-Loss Assets without favored treatment for any assets 

owned by the Assuming Institution or any of its Affiliates that are not Shared-Loss 

Assets; 

(iii) adopt and implement accounting, reporting, record-keeping and 

similar systems with respect to the Shared-Loss Assets, as provided in Sections 5.6 and 

5.7; 

(iv) retain sufficient staff to perform its duties hereunder; 

(v) not manage, administer or collect a Related Loan in a manner 

which would have the effect of increasing the amount of any collections with respect to 

the Related Loan to the detriment of the Shared-Loss Asset to which such loan is related; 

and 

(vi) cause any of its Affiliates to which it transfers any Shared-Loss 

Assets and any Third Party Servicer to act in accordance with the Management 

Standards. 

3.3. Third Party Servicers and Affiliates. 

(a) Appointment of Third Party Servicers. 

(i) With the prior consent of the Receiver, the Assuming Institution 

may perform any of its obligations and/or exercise any of its rights under this Agreement 

through one or more Third Party Servicers. The Assuming Institution shall notify the 

Receiver at least forty ( 40) days prior to the proposed appointment of a Third Party 

Servicer. Such notice will include information regarding the Third Party Servicer's 

relevant experience, qualifications, financial strength and any pending litigation in 

relation to servicing activities. In the case of a Third Party Servicer that is an Affiliate of 

the Assuming Institution, the notice shall include an express statement that the Third 

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Party Servicer is an Affiliate. The Receiver may object to the proposed appointment of a 

Third Party Servicer by giving the Assuming Institution notice that it so objects within 

thirty (30) days following the Receiver's receipt of the notice of the proposed 

appointment. The appointment of a Third Party Servicer by the Assuming Institution 

shall not release the Assuming Institution from any obligation or liability hereunder. 

(ii) The Assuming Institution shall provide to the Receiver written 

notification immediately following the execution of any contract pursuant to which a 

Third Party Servicer or any third party (other than an Affiliate of the Assuming 

Institution) will manage, administer or collect any of the Shared-Loss Assets. 

(b) Actions of and Expenses Incurred by Third Party Servicers. The 

Assuming Institution shall ensure that the practices, procedures and guidelines of any Third Party 

Servicer comply with the obligations of the Assuming Institution under this Agreement. The 

Assuming Institution shall provide to the Receiver a copy of the Assuming Institution's written 

agreement with each Third Party Servicer and shall ensure compliance by each Third Party 

Servicer with the Assuming Institution's obligations under this Agreement, including, without 

limitation, amending such agreement with each Third Party Servicer to the extent necessary. 

Subject to the foregoing and to the other provisions of this Agreement, a Third Party Servicer 

may take actions and incur expenditures in the same manner as the Assuming Institution, and 

out-of-pocket expenses incurred by a Third Party Servicer on behalf of the Assuming Institution 

shall be Reimbursable Expenses if such out-of-pocket expenses would quality as Reimbursable 

Expenses if incurred by the Assuming Institution. 

(c) Duties with Respect to Affiliates. The Assuming Institution shall provide 

to the Receiver prior written notification of any transaction with or by any Affiliate of the 

Assuming Institution with respect to any Shared-Loss Asset including, without limitation, the 

execution of any contract pursuant to which an Affiliate of the Assuming Institution will own, 

manage, administer or collect amounts owing with respect to a Shared-Loss Asset. The 

Assuming Institution shall notify the Receiver at least forty ( 40) days prior to a proposed 

transaction with an Affiliate which is not on an arm's length basis or commercially reasonable 

terms. Such notice will include information regarding the Affiliate's relevant experience, 

qualifications and financial strength. The Receiver may object to the proposed transaction with 

an Affiliate in such circumstances by giving the Assuming Institution notice that it so objects 

within thirty (30) days following the Receiver's receipt of the notice of the proposed transaction. 

3.4. Utilization by the Assuming Institution of Special Receivership Powers. 

(a) Notice and Request to Receiver. Upon timely notice to and with the prior 

consent of the Receiver, which may be granted or withheld in its sole discretion, to the extent 

permitted by applicable law, the Assuming Institution may utilize in a legal action any special 

legal power or right which the Assuming Institution derives as a result of having acquired a 

Shared-Loss Asset from the Receiver. 

(b) Use of Special Legal Powers. The Receiver may direct usage by the 

Assuming Institution of any special legal powers of the Receiver or the Corporation. The 

Assuming Institution shall: 

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(i) comply in all respects with any direction from the Receiver or the 

Corporation and with any protocols, directives or interpretive memoranda issued from 

time to time by the Receiver or the Corporation; 

(ii) upon request of the Receiver, notify the Receiver of the status of 

any legal action in which any special legal power or right is utilized; and 

(iii) immediately notify the Receiver of any judgment or significant 

order in any legal action involving any of such special powers or rights. 

3.5. Tax Ruling. The Assuming Institution shall not at any time, without the 

Corporation's prior 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 Agreement. 

ARTICLE 4. SALE OF CERTAIN SHARED-LOSS ASSETS. 

4.1. Sales of Shared-Loss Assets. All sales of Shared-Loss Assets are subject to the 

prior written approval of the Receiver, except as provided in Section 4.3: 

(a) Sales with the Receiver's Consent. After the fourth anniversary of the 

Commencement Date and with the prior consent of the Receiver, the Assuming Institution may 

conduct sales to liquidate for cash consideration, in one or more transactions, all or a portion of 

the Shared-Loss Assets (individually or in portfolio transactions) then held by the Assuming 

Institution. The Assuming Institution shall provide the Receiver with at least sixty (60) days 

notice prior to any such proposed sale and the notice shall set forth the sale details and the 

proposed sale schedule. 

(b) Sales Required by the Receiver. During the twelve (12) month period 

immediately prior to the Termination Date the Receiver may, in its sole and absolute discretion, 

require the Assuming Institution to liquidate for cash consideration, in one or more transactions, 

all Shared-Loss Assets then held by the Assuming Institution. If the Receiver exercises such 

right, it shall give notice to the Assuming Institution setting forth the time period within which 

the Assuming Institution shall be required to offer to sell the Shared-Loss Assets. The Assuming 

Institution shall make a good faith effort to sell the Shared-Loss Assets and to otherwise comply 

with the provisions of the Receiver's notice. 

(c) Conduct of Sales. Any sale pursuant to this Section 4.1 shall be conducted 

by means of sealed bid, to third parties, which may not include any Affiliates of the Assuming 

Institution, any contractors of the Assuming Institution or any Affiliates of contractors of the 

Assuming Institution. The Assuming Institution shall notify the Receiver prior to the proposed 

appointment of any financial advisor or other third party broker or sales agent for the liquidation 

of the remaining Shared-Loss Assets pursuant to Section 4.1(b ). The Receiver may object to 

such proposed appointment by giving the Assuming Institution notice that it so objects within 

thirty (30) days following the Receiver's receipt of the notice of the proposed appointment. 

4.2. Calculation of Gain or Loss on Sale. The gain or loss on sales conducted in 

accordance with the provisions of Section 4.1 will be calculated based on the gross sale price 

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received by the Assuming Institution less the Book Value of the Shared-Loss Assets which are 

sold. 

4.3. Sale of ORE, Additional ORE or Subsidiary ORE. Notwithstanding the 

provisions of Section 4.1, the Assuming Institution may sell or otherwise dispose of ORE, 

Additional ORE or Subsidiary ORE at any time to a Person other than an Affiliate, a contractor 

of the Assuming Institution or any Affiliate of a contractor of the Assuming Institution, provided 

that such sale is conducted in an arm's length, commercially reasonable and prudent manner. 

ARTICLE 5. CERTIFICATES, REPORTS AND RECORDS. 

5.1. Reporting Obligations of the Assuming Institution. 

(a) Records, Notifications and Reports. The Assuming Institution shall 

maintain such records, provide such notifications and deliver such reports as are required 

pursuant to this Agreement, including, without limitation, the records, notifications and reports 

as provided in the following provisions of this Article 5. Nothing contained in this Agreement 

shall be deemed to modify any laws, regulations or orders that are otherwise applicable to the 

Assuming Institution. 

(b) Certification of Accuracy and Completeness. Every submission by the 

Assuming Institution to the Receiver of a Quarterly Certificate, the Final Recovery Certificate 

and any other document or information shall constitute a certification from the Assuming 

Institution that the information provided in such submission is correct, complete and in 

compliance with this Agreement. 

5.2. Quarterly Certificates. 

(a) Shared-Loss Quarters. Within thirty (30) days after the end of each 

Shared-Loss Quarter, the Assuming Institution shall deliver to the Receiver a Quarterly 

Certificate setting forth the following information with respect to each such Shared-Loss 

Quarter, in such form and detail as the Receiver may specify from time to time: 

(i) Charge-Offs with respect to Shared-Loss Assets; 

(ii) Recoveries; 

(iii) collections on Assets on which a Failed Bank Charge-Off has been 

effected; 

(iv) aggregate Charge-Otis less Recoveries; 

(v) Reimbursable Expenses; and 

(vi) ORE Income. 

(b) Recovery Quarters. Not later than thirty (30) days after the end of each 

Recovery Quarter, the Assuming Institution shall deliver to the Receiver a Quarterly Certificate 

setting forth the information specified in Section 5.2(a) and the following information with 

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respect to each Recovery Quarter, in such form and detail as the Receiver may specify from time 

to time: 

(i) Recoveries and Reimbursable Expenses; 

(ii) on the Quarterly Certificate for the first Recovery Quarter only, the 

Assuming Institution may report as a separate item any Reimbursable Expenses which 

were: (A) paid prior to or during the final Shared-Loss Quarter, (B) not included in a 

Quarterly Certificate for any Shared-Loss Quarter because they were not paid by or on 

behalf of the Assuming Institution during a Shared-Loss Quarter and (C) paid by or on 

behalf of the Assuming Institution during the first Recovery Quarter; and 

(iii) ORE Income, ORE Expenses and Net ORE Income. 

(c) Final Recovery Certificate. In addition to the information specified in 

Sections 5.2(a) and 5.2(b ), in the Final Recovery Certificate the Assuming Institution shall 

include any Recoveries which were not included in a Quarterly Certificate for a Recovery 

Quarter and may include any Reimbursable Expenses which were: (A) incurred prior to or during 

the final Recovery Quarter, (B) not included in a Quarterly Certificate for any Recovery Quarter 

because they were not paid by or on behalf of the Assuming Institution during a Recovery 

Quarter and (C) paid by or on behalf of the Assuming Institution prior to the date the Assuming 

Institution is required to deliver the Final Recovery Certificate to the Receiver pursuant to 

Section 5.2(b ). 

(d) Completeness of Information. The Assuming Institution shall provide to 

the Receiver complete and accurate information, except to the extent that it is unable to do so as 

a result of the failure of the Failed Bank or the Receiver to provide requested information. 

(e) Limitations. The Assuming Institution may claim each Charge-Off and 

each item of expenditure, income, gain or loss only on the Quarterly Certificate for the period in 

which such Charge-Off, expenditure, income, gain or loss was incurred. The inclusion of 

information regarding Reimbursable Expenses in a Quarterly Certificate or other documentation 

does not create any reimbursement obligation of the Receiver if the Assuming Institution is not 

otherwise in compliance with this Agreement. 

(f) True-Up Date. The Assuming Institution shall deliver the schedule 

required pursuant to Section 2.5(b) on or before the True-Up Date. 

5.3. Notification of Certain Transactions. Prior to the Termination Date the 

Assuming Institution shall notify the Receiver within fifteen (15) days following any of the 

following becoming fully or partially charged-off: 

(a) a Shared-Loss Loan having a Legal Balance (or, in the case of more than 

one (1) Shared-Loss Loan made to the same Obligor, a combined Legal Balance) of $5,000,000 

or more in circumstances in which a legal claim against the relevant Obligor survives; and 

(b) a Shared-Loss Loan made to a director, an "executive officer" as defined 

in 12 C.F.R. § 215.2(d), a "principal shareholder" as defined in 12 C.F.R. § 215.2(1), or an 

Affiliate of the Assuming Institution. 

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5.4. Notification of Related Loans. In addition to maintaining records of all Related 

Loans, the Assuming Institution shall prepare and deliver to the Receiver, on a semi-annual 

basis, together with the Quarterly Certificates for all Shared-Loss Quarters and Recovery 

Quarters ending on June 30 and December 31, schedules of all Related Loans which are 

commercial loans or commercial real estate loans which have Legal Balances of $5,000,000 or 

more on the Accounting Records of the Assuming Institution as of June 30 and December 31, to 

the extent that more than one of such loans are to the same Obligor on Related Loans of 

$5,000,000 or more. 

5.5. Auditor's Report; Right to Audit. 

(a) Independent Auditor's Report. 

(i) Within the time period permitted for the examination audit 

pursuant to 12 C.P.R. § 363 following the end of each fiscal year, from and including the 

fiscal year during which the Bank Closing Date occurs, up to and including the calendar 

year during which the Termination Date occurs, the Assuming Institution shall deliver to 

the Receiver and the Corporation a report signed by its independent public accountants 

stating that such accountants have reviewed this Agreement and that, in the course of 

their annual audit of the Assuming Institution's books and records, nothing has come to 

their attention suggesting that any computations required to be made by the Assuming 

Institution during each such year were not made in accordance with this Agreement. 

(ii) In the event that the Assuming Institution cannot comply with the 

provisions of Section 5.5(a)(i), within seven (7) days following the end of the time period 

permitted for the examination audit pursuant to 12 C.P.R. § 363, the Assuming Institution 

shall 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 the attention of such accountants suggesting that any 

computations required to be made by the Assuming Institution during such year were not 

made by the Assuming Institution in accordance with this Agreement. In such event, the 

Assuming Institution and the Receiver shall make all such accounting adjustments and 

payments as may be necessary to give effect to each correction reflected in such corrected 

computations, retroactive to the date on which the corresponding incorrect computation 

was made. It is the intention of this provision to align the timing of the audit required 

under this Agreement with the examination audit required pursuant to 12 C.P.R. § 363. 

(b) Assuming Institution's Internal Audit. The Assuming Institution shall 

perform on an annual basis an internal audit of its compliance with this Agreement and shall 

provide the Receiver and the Corporation with: 

(i) copies of all internal audit reports and access to all related internal 

audit work papers; and 

(ii) a certificate signed by the chief executive officer or chief financial 

officer of the Assuming Institution certifying that the Assuming Institution IS m 

compliance with this Agreement or identifying any areas of non-compliance. 

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(c) Right of Receiver or Corporation to Audit. The Receiver or the 

Corporation, their respective agents, contractors and employees, may (but are not required to) 

perform an audit to determine the Assuming Institution's compliance with this Agreement at any 

time, by providing not less than ten (1 0) Business Days prior notice. The scope and duration of 

any such audit shall be at the discretion of the Receiver or the Corporation, as the case may be. 

The Receiver or the Corporation, as the case may be, shall bear the expense of any such audit. In 

the event that any corrections are necessary as a result of such an audit, the Assuming Institution 

and the Receiver shall make such accounting adjustments, payments and withholdings as may be 

necessary to give retroactive effect to such corrections. 

(d) Authority to Advisors and Representatives. The Assuming Institution 

shall, and shall cause its Affiliates, contractors and Third Party Servicers to, allow its advisors 

and representatives to discuss its (and any Affiliates', contractors' or Third Party Servicers') 

affairs, finances and accounts as they relate to Shared-Loss Assets, or any other matters relating 

to this Agreement or the rights and obligations hereunder, with the Receiver and authorizes such 

advisors and representatives to so discuss such affairs, finances and accounts with the Receiver. 

5.6. Accounting Principles. 

(a) Maintenance of Books and Records. The Assuming Institution shall at all 

times during the term of this Agreement keep books and records which fairly present all dealings 

and transactions carried out in connection with its business and affairs. 

(b) Accounting Principles. Except as otherwise provided for in the Purchase 

and Assumption Agreement or this Agreement, the Assuming Institution shall keep all financial 

books and records in accordance with generally accepted accounting principles, which shall be 

consistently applied for the periods involved. 

(c) Change in Accounting Principles. The Assuming Institution shall not 

make any change in its accounting principles which adversely affects the value of the SharedLoss Assets, unless it obtains the prior written approval of the Corporation or if required by a 

change in generally accepted accounting principles. The Assuming Institution shall notify the 

Corporation of any change in its accounting principles that is required by a change in generally 

accepted accounting principles which would affect any Shared-Loss Asset, the accounting for 

any Shared-Loss Asset or the amount of any loss, gain, expense, cost or other item of 

reimbursement that may be due to or from the Assuming Institution. 

5.7. Records and Reports. 

(a) Content of Records. The Assuming Institution shall establish and 

maintain records on a separate general ledger, and on such subsidiary ledgers as may be 

appropriate, in such form and detail as the Receiver or the Corporation may specify, to account 

for the Shared-Loss Assets and to enable the Assuming Institution to prepare and deliver such 

reports as the Receiver or the Corporation may from time to time request pursuant to this 

Article 5. Without limitation, such books and records shall be kept in such a manner that 

information will be readily available to determine and document compliance with this 

Agreement and the Purchase and Assumption Agreement. 

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(b) Additional Information. The Assuming Institution shall promptly provide 

to the Receiver or the Corporation such information as the requesting party may request from 

time to time, including financial statements, computations and information as the Receiver or the 

Corporation deems necessary or appropriate in connection with monitoring compliance with this 

Agreement, certified as correct by the chief executive officer or chief financial officer of the 

Assuming Institution if so requested. The Assuming Institution shall provide to the Receiver all 

such loan-level data and cumulative information regarding the Shared-Loss Assets as the 

Receiver may request from time to time. 

ARTICLE 6. MISCELLANEOUS. 

6.1. Expenses. All costs and expenses incurred by a party in connection with this 

Agreement (including the performance of any obligations or the exercise of any rights 

hereunder) shall be borne by such party unless expressly otherwise provided, whether or not the 

transactions contemplated herein are consummated. 

6.2. Successors and Assigns. 

(a) Binding on Successors and Assigns: Assignment. This Agreement, and all 

of the terms and provisions hereof shall be binding upon and shall inure to the benefit of the 

parties hereto and their respective permitted successors and assigns only. The Receiver may 

assign or otherwise transfer this Agreement and the rights and obligations of the Receiver 

hereunder (in whole or in part) to the Corporation in its corporate capacity without the consent of 

the Assuming Institution. Notwithstanding anything to the contrary contained in this Agreement, 

the Assuming Institution may not assign or otherwise transfer this Agreement or any of the 

Assuming Institution's rights or obligations hereunder (in whole or in part) or sell or transfer any 

subsidiary of the Assuming Institution holding title to Shared-Loss Assets without the prior 

written consent of the Receiver, which consent may be granted or withheld by the Receiver in its 

sole and absolute discretion. An assignment or transfer of this Agreement includes: 

(i) a merger or consolidation of the Assuming Institution with or into 

another Person, if the shareholders of the Assuming Institution will own less than sixtysix and two/thirds percent (66.66%) of the equity of the consolidated entity; 

(ii) a merger or consolidation of the Assuming Institution's Holding 

Company with or into another Person, if the shareholders of the Holding Company will 

own less than sixty-six and two/thirds percent (66.66%) of the equity ofthe consolidated 

entity; 

(iii) the sale of all or substantially all of the assets of the Assuming 

Institution to another Person; or 

(iv) a sale of Shares by any one or more shareholders that will effect a 

change in control of the Assuming Institution, as determined by the Receiver with 

reference to the standards set forth in the Change in Bank Control Act, 12 U.S. C. 1817G). 

Any transaction under this Section 6.2 that requires the Receiver's consent that is 

made without such consent will relieve the Receiver of its obligations under this Agreement. 

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(b) No Recognition of Loss. No loss shall be recognized under this 

Agreement as a result of any accounting adjustments that are made due to or as a result of any 

assignment or transfer of this Agreement or any merger, consolidation, sale or other transaction 

to which the Assuming Institution, its Holding Company or any Affiliate is a party, regardless of 

whether the Receiver consents to such assignment or transfer in connection with such transaction 

pursuant to this Section 6.2. 

6.3. WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY 

AND UNCONDITIONALLY W AlVES, TO THE MAXIMUM EXTENT PERMITTED BY 

APPLICABLE LAW, 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 AGREEMENT 

OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. 

6.4. No Third Party Beneficiary. This Agreement is for the sole and exclusive 

benefit of the parties and their respective permitted successors and permitted assigns and there 

shall be no other third party beneficiaries. Nothing in this Agreement shall be construed to grant 

to any other Person any right, remedy or claim under or in respect of this Agreement or any 

provision hereof 

6.5. Consent; Determination or Discretion. When the consent or approval of a party 

is required under this Agreement, such consent or approval shall be obtained in writing and 

unless expressly otherwise provided, shall not be unreasonably withheld or delayed. When a 

determination or decision is to be made by a party under this Agreement, that party shall make 

such determination or decision in its reasonable discretion unless expressly otherwise provided. 

6.6. Rights Cumulative. Except as expressly otherwise provided herein, the rights of 

each of the parties under this 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 

Assumption Agreement, any of the agreements related thereto or under applicable law. 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, 

unless expressly otherwise provided. 

6.7. References. References in this Agreement to Recitals, Articles, Sections and 

Exhibits are to Recitals, Articles, Sections and Exhibits of this Agreement, respectively, unless 

the context indicates that the Purchase and Assumption Agreement is intended. References to 

parties are to the parties to this Agreement. Unless expressly otherwise provided, references to 

days and months are to calendar days and months respectively. Article and Section headings are 

for convenient reference and shall not affect the meaning of this Agreement. References to the 

singular shall include the plural, as the context may require, and vice versa. 

6.8. Notice. 

(a) Form of Notices. All notices shall be given in writing to the parties at the 

addresses set forth in Sections 6.8(b) and 6.8(c) and sent in accordance with the provisions of 

Section 13.6 ofthe Purchase and Assumption Agreement, unless expressly otherwise provided. 

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(b) Notice to FDIC (Division of Resolutions and Receiverships). With respect 

to a notice under this Agreement, other than pursuant to Section 3.4(a): 

Federal Deposit Insurance Corporation 

Receiver for Atlantic Southern Bank 

Division of Resolutions and Receiverships 

7777 Baymeadows Way West 

Jacksonville, Florida 32256 

Attention: Assistant Director, Franchise and Asset Marketing 

(c) Notice to FDIC (Legal Division). With respect to a notice under 

Section 3.4(a): 

Federal Deposit Insurance Corporation Legal Division 

7777 Baymeadows Way West 

Jacksonville, Florida 32256 

Attention: Managing Counsel 

with a copy to: 

Federal Deposit Insurance Corporation Legal Division 

Virginia Square, L. William Seidman Center 

3501 Fairfax Drive, VS-E-7056 

Arlington, Virginia 22226 

Attention: Senior Counsel (Special Issues Group) 

ARTICLE 7. DISPUTE RESOLUTION. 

7.1. Methods of Resolution. The methods of resolving a dispute arising pursuant to 

this Agreement shall be as follows: 

(a) Charge-Offs. Any dispute as to whether a Charge-Off of a Shared-Loss 

Asset was made in accordance with the Examination Criteria shall be finally resolved by the 

Assuming Institution's Chartering Authority. 

(b) Other Disputes. Any other dispute (a "Dispute Item") shall be resolved in 

accordance with the following provisions ofthis Article 7. 

7.2. Informal Resolution. The Receiver or the Corporation, as appropriate, (the 

"FDIC Party") and the Assuming Institution shall negotiate in good faith to resolve any Dispute 

Item within thirty (30) Business Days following receipt of information concerning the Dispute 

Item. 

7.3. Resolution by Non-Binding Dispute Resolution Proceeding. If informal 

resolution of the Dispute Item pursuant to Section 7.2 is unsuccessful, the FDIC Party, on the 

one hand, and the Assuming Institution, on the other hand, may submit to the other party written 

notification of a Dispute Item (a "Notice of Dispute"). The Notice of Dispute shall contain a 

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description of the dispute, an estimate of the amount in issue and any other information required 

pursuant to this Article 7. The parties shall make good faith efforts to resolve the dispute by 

mutual agreement within thirty-five (35) Business Days following receipt of the Notice of 

Dispute. In furtherance of these efforts, the parties should consider the mutually agreed upon use 

of less formal dispute resolution techniques, which may include, but are not limited to, 

mediation, settlement conference, early neutral evaluation and any other dispute resolution 

proceedings (as defined in§ 571(6) ofthe Administrative Dispute Resolution Act ("ADRA"), 5 

U.S.C. § 571 et seq.), as amended). 

7.4. Confidentiality of Compromise Negotiations. All good faith attempts to 

resolve or compromise a dispute pursuant to Sections 7.2 or 7.3 will be confidential. All such 

compromise negotiations, including any statements made or documents prepared by any party, 

attorney or other participant, are inadmissible as evidence in other proceedings and may not be 

construed for any purpose as admissions against interest. 

7.5. Payment Resulting from Compromise Negotiations. If the FDIC Party and the 

Assuming Institution resolve a Dispute Item to their mutual satisfaction pursuant to Sections 7.2 

or 7.3, including any dispute pursuant to Section 2.6, then within thirty (30) days following such 

resolution, the appropriate party shall make payment or take action as agreed by the parties. 

7.6. Formal Resolution. 

(a) Arbitration Matters. Any Dispute Item which has an estimated amount in 

issue not exceeding $1,000,000 per Asset may be proposed by the party seeking relief (the 

"Claimant Party") for arbitration pursuant to the provisions of this Section 7.6. No more than 

three Dispute Items may be submitted for any single arbitration, provided that, by mutual 

agreement pursuant to Section 7.6(c), the parties may agree to submit any Dispute Item(s) to 

arbitration. 

(b) Proposal to Arbitrate. If the FDIC Party and the Assuming Institution do 

not resolve a Dispute Item pursuant to Sections 7.2 and 7.3, then within ten (10) Business Days 

following the expiration of the period provided in Section 7.3, the Claimant Party may propose 

to submit the unresolved Dispute Item to arbitration by notifying the other party (the 

"Respondent Party") in writing. 

(c) Submission to Arbitration. The Respondent Party may agree to the 

Claimant Party's proposal of arbitration by responding in writing within ten (10) Business Days 

following receipt of such proposal. Within five (5) Business Days following receipt of the 

Respondent Party's agreement to arbitrate, the Claimant Party may submit the Dispute Item to 

the American Arbitration Association ("AAA") for arbitration. No Dispute Item may be 

submitted for arbitration without the consent of both parties. 

(d) Waiver of Arbitration. If the Claimant Party does not (i) propose to submit 

the Dispute Item to arbitration within the period set forth in Section 7.6(b) or (ii) submit the 

Dispute Item to AAA within the period set forth in Section 7.6(c), then the Claimant Party shall 

be deemed to have waived submission of the Dispute Item to arbitration. 

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(e) Litigation Matters. If the FDIC Party and the Assuming Institution do not 

agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in 

accordance with Federal or state law, as provided in Section 13.10 of the Purchase and 

Assumption Agreement. Any litigation shall be filed in a United States District Court in the 

proper district. 

(f) Arbitration Administrator. The FDIC Party may, in its discretion, appoint 

an organization other than AAA for administration of arbitration pursuant to this Section 7.6, in 

which case this Article 7 and the rules and procedures set forth herein, including the Commercial 

Arbitration Rules as referred to in Section 7.9, shall govern the arbitration. AAA or such other 

organization appointed pursuant to this Section 7.6(±) shall be referred to in this Agreement as 

the "Arbitration Administrator." 

7.7. Limitation on FDIC Party. Nothing in this Article 7 shall be interpreted as 

obligating the FDIC Party to submit to a dispute resolution proceeding (as defined in ADRA at 

§ 571(6)) any Dispute Item described in (i) ADRA, § 572(b) or (ii) the FDIC's Statement of 

Policy Regarding Binding Arbitration, 66 Fed. Reg. 18632 (April 10, 2001), as amended, as a 

dispute for which an agency shall consider not using a dispute resolution proceeding. 

7.8. Effectiveness of Agreement Pending Dispute. Notwithstanding anything in this 

Agreement to the contrary, in the event that a Notice of Dispute is provided to a party under this 

Article 7 prior to the Termination Date, the terms of this Agreement shall remain in effect with 

respect to the items set forth in such notice until the dispute with respect to such items has been 

finally resolved, and such dispute shall be resolved in accordance with the provisions of this 

Agreement even if that resolution occurs after the Termination Date. 

7.9. Governing Rules and Law for Arbitration. Any arbitration shall be 

substantively governed by the Federal law of the United States of America, and in the absence of 

controlling Federal law, in accordance with the laws of the state in which the main office of the 

Failed Bank is located. The arbitration shall be procedurally governed by the Commercial 

Arbitration Rules (the "Commercial Arbitration Rules") established by AAA to the extent that 

such rules are not inconsistent with this Article 7, the Federal Arbitration Act, 9 U.S.C. § 1 et 

seq. ("Federal Arbitration Act"), and ADRA., as each may be in e±Tect at the time that the 

arbitration is initiated, except that the Commercial Arbitration Rules' Expedited Procedures shall 

not apply unless the FDIC Party and Claimant Party otherwise agree in writing. The Review 

Board (as defined below) may modify the procedures set forth in such rules from time to time 

with the prior written approval of the Claimant Party and the Respondent Party. 

7.10. Review Board Proceedings. The arbitration of a dispute shall be conducted by a 

review board (a "Review Board") which shall consist of either one (1) or three (3) members 

(each, a "Member") with such expertise as the Claimant Party and Respondent Party agree is 

relevant. The Claimant Party shall specify, in its Notice of Dispute, the number of Members 

which it proposes for the Review Board. 

(a) Selection ofMembers. 

(i) Claimant Party Proposes One Member. If the Dispute Item(s) are 

less than $500,000 in total, the Claimant Party may propose that the Review Board shall 

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consist of one Member, and shall state, in its Notice of Dispute, the name and address of 

the Member that it proposes for the Review Board. If the Respondent Party agrees, in its 

response to the Notice of Dispute, the Member suggested by the Claimant Party shall 

comprise the Review Board. If the Respondent Party agrees, in its response to the Notice 

of Dispute, that the Review Board shall consist of one Member, but states the name and 

address of a different proposed Member for the Review Board, then that Member shall be 

deemed acceptable to the Claimant Party if it submits the Notice of Dispute to the 

Arbitration Administrator, provided that, before the Respondent Party responds to the 

Notice of Dispute with a different proposed Member, the parties may also mutually agree 

upon one Member. If the Respondent Party proposes that the Review Board shall consist 

of three Members, then the Members shall be selected in accordance with Section 

7.10(a)(iv). 

(ii) Claimant Party Proposes Three Members. If the Dispute Items 

exceed $500,000 in total, or if the Respondent Party proposes that the Review Board shall 

consist of three Members, then the Claimant Party shall state the name and address of the 

first of three Members in its Notice of Dispute. If the Respondent Party agrees that the 

Review Board shall consist of three Members, the Respondent Party shall state the name 

and address of the second Member in its response to the Notice of Dispute. Each such 

Member shall be considered a "Party-Appointed Arbitrator" ("Party-Appointed 

Arbitrator"), consistent with Commercial Arbitration Rule R-12. If the Claimant Party 

subsequently submits the Notice of Dispute to the Arbitration Administrator as provided 

in Section 7.6(c), then within ten (10) Business Days of such submission, the PartyAppointed Arbitrators shall select a neutral third Member (the "Neutral Member") in 

accordance with Commercial Arbitration Rules R-11 and R-13, except that the Neutral 

Member need not be from the National Roster of Commercial Arbitrators. If the 

Respondent Party proposes that the Review Board shall consist of one Member, then the 

Member shall be selected in accordance with Section 7.10(a)(iii). 

(iii) Respondent Party Proposes One Member. If the Claimant Party 

proposes that the Review Board shall consist of three Members, but the Respondent Party 

proposes that the Review Board shall consist of one Member in its response to the Notice 

of Dispute, then the Member proposed by the Claimant Party in the Notice of Dispute 

shall comprise the Review Board unless the Respondent Party states the name and 

address of a different proposed Member in its response to the Notice of Dispute. If the 

Respondent Party proposes a different Member in its response to the Notice of Dispute, 

then that Member shall be deemed acceptable to the Claimant Party if it submits the 

Notice of Dispute to the Arbitration Administrator. 

(iv) Respondent Party Proposes Three Members. If the Claimant Party 

proposes that the Review Board shall consist of one Member, but the Respondent Party 

proposes, in its response to the Notice of Dispute, that the Review Board shall consist of 

three Members, then the Member proposed by the Claimant Party in the Notice of 

Dispute shall comprise the first Member of the Review Board. The Respondent Party 

shall state the name and address of the second Member in its response to the Notice of 

Dispute. Each such Member shall be considered a Party-Appointed Arbitrator. If the 

Claimant Party subsequently submits the Notice of Dispute to the Arbitration 

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Administrator, a Neutral Member shall be selected in accordance with the procedure set 

forth in Section 7.10(a)(ii). 

(b) Removal of Members. A Party-Appointed Arbitrator may be removed at 

any time by the party who appointed that Member upon five (5) Business Days notice to the 

other party ofthe selection of a replacement Member. The Neutral Member may be removed by 

unanimous action of the Party-Appointed Arbitrators or unanimous action of the parties after five 

(5) Business Days notice to the Claimant Party and the Respondent Party and the Arbitration 

Administrator of the selection of a replacement Neutral Member. 

(c) Vacancies. Any vacancy on the Review Board prior to or after the 

commencement of the hearing of evidence and argument (the "Arbitration Hearing") shall be 

handled in accordance with Commercial Arbitration Rule R-19, except that if a vacancy arises 

after the Arbitration Hearing has commenced, a substitute Member shall be selected in 

accordance with the rules under which the original Member was selected. 

7.11. Impartiality. As a condition of serving on the Review Board, within five (5) 

Business Days after being selected, each Member shall provide a written oath, under penalty of 

perjury, containing a statement that the Member does not have any conflicts of interest (whether 

official, financial, personal or otherwise) with respect to the issues or parties in controversy, and 

that each Member agrees to be bound by the provisions of this Article 7 as applicable to the 

Members. If a Member has any potential conflict of interest, the Member shall fully disclose 

such interest in writing to the Claimant Party and the Respondent Party and the Member shall not 

serve on the Review Board, unless the Claimant Party and the Respondent Party agree otherwise. 

The Conflicts Committee of the Legal Division of the Corporation shall review any potential 

conflicts of interest for potential waiver. None of the Members may serve as counsel, advisor, 

witness or representative to any party to the arbitration. 

7.12. Schedule. The Review Board shall assume control of the arbitration process and 

shall schedule all events as expeditiously as possible. The Arbitration Hearing shall commence 

within ninety (90) Business Days after receipt of the Notice of Dispute by the Arbitration 

Administrator. 

7.13. Written Award. Within twenty (20) Business Days following closing of the 

Arbitration Hearing, as determined by Commercial Arbitration Rule R-35, the Review Board 

shall determine the prevailing party and award the prevailing party its proposed award/award any 

remedy or relief that the arbitrator deems just and equitable and within the scope of this Article 

7, but in no event may an award of the Review Board (inclusive of all claims and counterclaims) 

exceed the maximum amount set forth in Section 7.6(a) of this Agreement. If the Review Board 

consists of three (3) Members, the determination of any two (2) Members shall constitute the 

Review Board's determination. The Review Board shall present to the Claimant Party and the 

Respondent Party a written award regarding the dispute. The written award shall contain a brief, 

informal discussion of the factual and legal basis for the award and need not contain formal 

findings of facts and law. 

7.14. Interest Rate on Award. Any award amounts ultimately determined to be 

payable pursuant to the Review Board's written award shall bear interest at the Settlement 

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Interest Rate from a beginning date specified by the Review Board in its written award and until 

the date on which payment is made. 

7.15. Payments. All payments required to be made under this Article 7 shall be made 

by wire transfer and within fifteen (15) Business Days following the date on which the award 

becomes final, as provided by ADRA at § 580(b ). The Review Board will have no authority to 

award any punitive, consequential, special or exemplary damages. 

7.16. Fees, Costs and Expenses. The Review Board will have no authority to award 

attorneys' fees or costs incurred by either party to the arbitration. Each party will bear the fees, 

costs, and expenses which it incurs in connection with the submission of any dispute to a Review 

Board, including the fees and expenses of the Member which it selected in accordance with the 

Arbitration Administrator's fee schedule. The Claimant Party and the Respondent Party will 

share equally the fees and expenses of the Neutral Member and any administrative fees of the 

arbitration (which shall not include the fees and expenses of the Members). No fees, costs or 

expenses incurred by or on behalf of the Assuming Institution shall be subject to reimbursement 

by the Receiver under this Article 7 or otherwise. 

7.17. Binding and Conclusive Nature. Arbitration of a dispute pursuant to this Article 

7 shall be final, conclusive and binding on the parties and not subject to further dispute or 

review, and judgment upon the award made by the Review Board may be entered in accordance 

with applicable law in any court having jurisdiction thereof Other than as provided by the 

Federal Arbitration Act and ADRA, no review, appeal or reconsideration of the Review Board's 

determination shall be permitted, including review, appeal or reconsideration by the Review 

Board or any other arbitrators. The parties agree to faithfully observe the provisions of this 

Article 7 and the Commercial Arbitration Rules, and the parties agree to abide by and perform 

any award rendered by the Review Board. 

7.18. No Precedent. No decision, interpretation, determination, analysis, statement, 

award or other pronouncement of a Review Board shall constitute precedent in regard to any 

subsequent proceeding (whether or not such proceeding involves dispute resolution under this 

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 that may have convened in 

connection with a transaction involving other failed financial institutions or Federal assistance 

transactions. 

7.19. Confidentialitv~ Proceedin2s. Information and Documents. No arbitration 

held pursuant to this Article 7 shall be public or accessible to any person other than the parties 

and their representatives, the Review Board and witnesses participating in the arbitration (and 

then, only to the extent of their participation). Each party and each Member shall strictly 

maintain the confidentiality of all issues, disputes, arguments, positions and interpretations of 

any such proceeding, as well as all testimony, pleadings, filings, discovery, information, 

attachments, enclosures, exhibits, summaries, compilations, studies, analyses, notes, documents, 

statements, schedules and other similar items associated therewith ("Confidential 

Information"), in accordance with the provisions of ADRA. In the event that disclosure of 

Confidential Information is required pursuant to law, rule or regulation, or in the event that 

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disclosure is required pursuant to statute or court determination as provided by ADRA, then to 

the extent reasonably practicable, the person required to make the disclosure shall provide the 

other party or parties with written notice of such disclosure within one (1) Business Day 

following the request that it make such disclosure, and in any event prior to making such 

disclosure, so that the other party or parties may seek a protective order. 

7.20. Confidentiality of Arbitration Award. Notwithstanding the provisiOns of 

Section 7.19, no party has any duty of confidentiality with respect to any arbitration award made 

pursuant to this Article 7. 

7.21. Extension of Time Periods. The parties may extend any period of time provided 

in this Article 7 by mutual agreement. 

7.22. Venue. The arbitration shall take place at such location as the parties thereto may 

mutually agree, but if they cannot agree, then it will take place at the offices of the Corporation 

in Washington, D.C., or Arlington, Virginia. 

ARTICLE 8. DEFINITIONS. The capitalized terms used in this Agreement have the 

meanings defined or referenced in this Article 8. 

"AAA" has the meaning set forth in Section 7.6(c). 

"Accounting Records" means Records including, but not limited to, corporate minutes, 

general ledger and subsidiary ledgers and schedules which support general ledger balances. 

"Accrued Interest" means, for any Shared-Loss Loan, Permitted Advance or SharedLoss Loan Commitment Advance at any time, the amount of accrued earned and unpaid interest, 

taxes, credit life and/or disability insurance premiums (if any) payable by the Obligor, all as 

reflected on the Accounting Records of the Failed Bank or the Assuming Institution (as 

applicable), but excluding any amount accrued after the applicable Asset has been placed on 

non-accrual or nonperforming status by either the Failed Bank or the Assuming Institution (as 

applicable), for no more than a maximum of ninety (90) days. 

"Additional ORE" means Shared-Loss Loans that become ORE after the Bank Closing 

Date. 

"ADRA" has the meaning set forth in Section 7.3. 

"Affiliate" has the meaning set forth in the Purchase and Assumption Agreement; 

provided that, for purposes of this Agreement, no Third Party Servicer appointed by an Affiliate 

shall be deemed to be an Affiliate of the Assuming Institution solely by virtue of that 

appointment. 

"Agreement" has the meaning set forth in Recital A. 

"Applicable Percentage" is seventy eight percent 78% for the Tranche 1 Amount, thirty 

percent 30% for the Tranche 2 Amount and seventy eight percent 78% for the Tranche 3 

Amount. 

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"Arbitration Administrator" has the meaning set forth in Section 7.6(f). 

"Arbitration Hearing" has the meaning set forth in Section 7.10(a)(iii). 

"Assets" has the meaning set forth in the Purchase and Assumption Agreement. 

"Assuming Institution" has the meaning set forth in the Purchase and Assumption 

Agreement. 

"Bank Closing Date" has the meamng set forth m the Purchase and Assumption 

Agreement. 

"Bank Premises" has the meaning set forth in the Purchase and Assumption Agreement. 

"Bid Valuation Date" has the meaning set forth in the Purchase and Assumption 

Agreement. 

"Book Value" has the meaning set forth in the Purchase and Assumption Agreement. 

"Business Day" has the meaning set forth in the Purchase and Assumption Agreement. 

"Calendar Quarter" means a period of three months in any year, commencing on the 

first day of each January, April, July or October, and each successive three-month period 

thereafter, except that the first such period shall commence on the Commencement Date and end 

on the last day of March, June, September or December, whichever is the first to occur after the 

Commencement Date. 

"Capitalized Expenditures" means those expenditures that (a) would be capitalized 

under generally accepted accounting principles and (b) are incurred with respect to Shared-Loss 

Loans, ORE, Additional ORE or Subsidiary ORE, but excluding 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-OfT' means, for any period with respect to a particular Shared-Loss Asset, the 

amount of a loan or portion of a loan classified as "Loss" under the Examination Criteria as 

effected by the Assuming Institution and reflected on its Accounting Records for such period, 

consisting solely of a charge-off of the following: 

(a) the principal amount of such Shared-Loss Asset net of unearned interest; 

(b) a write-down associated with Shared-Loss Assets, ORE or Additional 

ORE or loan modification(s); 

(c) Accrued Interest for no more than a maximum of ninety (90) days; plus 

(d) Capitalized Expenditures. 

No Charge-Off shall be taken with respect to any anticipated expenditure by the 

Assuming Institution until such expenditure is actually incurred. 

Losses incurred on the sale or other disposition of Shared-Loss Assets to any 

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Person shall not constitute Charge-Offs except for: (i) sales duly conducted in accordance with 

the provisions of Sections 4.1(a) and 4.1(b ), (ii) the sale or other disposition of ORE or 

Additional ORE to a Person other than an Affiliate of the Assuming Institution which was 

conducted in a commercially reasonable and prudent manner and (iii) other sales or dispositions, 

if any, with respect to which the Receiver granted prior consent. 

"Chartering Authority" has the meaning set forth in the Purchase and Assumption 

Agreement. 

"Claimant Party" has the meaning set forth in Section 7.6(a). 

"Commencement Date" means the first day following the Bank Closing Date. 

"Commercial Arbitration Rules" has the meaning set forth in Section 7.9. 

"Commitment" has the meaning set forth in the Purchase and Assumption Agreement. 

"Confidential Information" has the meaning set forth in Section 7.19. 

"Consumer Loans" means loans to individuals for household, family and other personal 

expenditures, that are not secured by real estate, including but not limited to loans for (a) 

purchase of private automobiles, pickup trucks, household appliances, furniture, trailers and 

boats; (b) repairs or improvements to a borrower's residence; (c) educational expenses, including 

student loans, whether or not guaranteed by the United States or any state; (d) medical expenses; 

(e) taxes; (f) vacations; (g) personal (non-business) debt consolidation; and (h) purchase of a 

mobile home to be used as a residence which is not combined with real property. Consumer 

Loans may be installment loans, demand loans or single payment time loans, regardless of size 

or maturity and regardless of whether the loans are made by the consumer loan department or by 

any other department of the Failed Bank. Consumer Loans also include retail installment sales 

paper purchased by the Failed Bank from merchants or dealers, finance companies and others 

and extensions of credit pursuant to a credit card plan or debit card plan. 

"Corporation" has the meaning set forth in the Purchase and Assumption Agreement. 

"Covered Gain" has the meaning set forth in Section 2.3(b). 

"Covered Loss" has the meaning set forth in Section 2.3(a). 

"Credit File" has the meaning set forth in the Purchase and Assumption Agreement. 

"Dispute Item" has the meaning set forth in Section 7.1(b ). 

"Environmental Assessment" means an assessment relating to 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, and any 

applicable regulations of, the Assuming Institution's Chartering Authority at the time an action is 

taken, as such criteria may be amended from time to time. 

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"Failed Bank" has the meaning set forth in the Purchase and Assumption Agreement. 

"Failed Bank Charge-Offs" means, with respect to any Asset, an amount equal to the 

aggregate reversals or charge-offs of Accrued Interest and charge-offs and write-downs of 

principal effected by the Failed Bank with respect to that Asset as reflected on the Accounting 

Records of the Failed Bank, excluding any Fully-Charged-Off Assets. 

"Federal Arbitration Act" has the meaning set forward in Section 7.9. 

"Final Recovery Certificate" means the Quarterly Certificate for the final Recovery 

Quarter. 

"Fixtures" has the meaning set forth in the Purchase and Assumption Agreement. 

"FDIC" means the Federal Deposit Insurance Corporation, in any capacity, as 

appropriate. 

"FDIC Party" has the meaning set forth in Section 7.2. 

"Fully Charged-Off Assets" means Assets subject to Failed Bank Charge-Offs that were 

completely charged-off by the Failed Bank and had a Book Value of zero on the Bank Closing 

Date. 

"Holding Company" means any company owning Shares of the Assuming Institution 

that is a holding company pursuant to the Bank Holding Company Act of 1956, 12 U.S.C. 1841 

et seq. or the Home Owners' Loan Act, 12 U.S. C. 1461 et seq. 

"Investment in Subsidiary" means the amount of the Failed Bank's direct and indirect 

investment in a Shared-Loss Subsidiary, including any amounts due from that Shared-Loss 

Subsidiary to the Failed Bank that were acquired by the Assuming Institution, calculated as of 

the Commencement Date. 

"Intrinsic Loss Estimate" is two hundred fifty one million eight hundred thirty two 

thousand and seven hundred and two dollars ($251,821,702). 

"Legal Balance" has the meaning set forth in the Purchase and Assumption Agreement. 

"Loan" has the meaning set forth in the Purchase and Assumption Agreement. 

"Management Standards" has the meaning set forth in Section 3 .1. 

"Member" has the meaning set forth in Section 7.10. 

"Net Loss Amount" means the sum of all Covered Losses less all Covered Gains and, if 

the Purchase and Assumption Agreement includes a Single Family Agreement, the Cumulative 

Loss Amount under and as defined in the Single Family Agreement. 

"Net ORE Income" means the extent to which aggregate ORE Income exceeds ORE 

Expenses, as described in Section 2.9(g)(i) or (ii), as appropriate. 

"Net ORE Loss Carryforward" means the amount of any ORE Income in any Recovery 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements C-33 Atlantic Southern Bank 

Version 3.1.1- COMMERCIAL SHARED-LOSS AGREEMENT :vfacon, Georgia 

May 2U, 2Ull 
Quarter that is a negative number. 

"Net Recoveries" has the meaning set forth in Section 2.4( c). 

"Neutral Member" has the meaning set forth in Section 7.1 O(a)(ii). 

"New Shared-Loss Loans" means loans that would otherwise be subject to loss sharing 

under this Agreement that were originated after the Bid Valuation Date and before the Bank 

Closing Date. 

"Notice of Dispute" has the meaning set forth in Section 7.3. 

"Obligor" has the meaning set forth in the Purchase and Assumption Agreement. 

"ORE" means the following that (a) are owned by the Failed Bank as of the Bank 

Closing Date and purchased pursuant to the Purchase and Assumption Agreement or (b) have 

been acquired subsequent to the Bank Closing Date from the collection or settlement by the 

Assuming Institution of a Shared-Loss Loan, including, without limitation, any assets which 

have been fully or partially charged-off on the books and records of the Failed Bank or the 

Assuming Institution: 

(a) 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) other assets (whether real property, furniture, fixtures or equipment and, at 

the option of the Receiver, other personal property) acquired by foreclosure of ORE or in full or 

partial satisfaction ofjudgments or indebtedness. 

"ORE Expenses" means the aggregate expenses paid to third parties by or on behalf of 

the Assuming Institution after the final Shared-Loss Quarter to manage, operate and maintain 

ORE, Additional ORE and Subsidiary ORE, which may include property taxes, insurance and 

sales commissions, provided that such commissions are of an amount customary for the type and 

location of the asset. 

"ORE Income" means income received by or on behalf ofthe Assuming Institution or its 

Affiliate(s) from the operation, and any gains recognized by the Assuming Institution on the 

disposition, of ORE, Additional ORE and Subsidiary ORE. 

"Party-Appointed Arbitrator" has the meaning set forth in Section 7.1 O(a)(ii). 

"Permitted Advance" has the meaning set forth in Section 2.8(a). 

"Permitted Amendment" has the meaning set forth in Section 2.8(b ). 

"Person" has the meaning set forth in the Purchase and Assumption Agreement. 

"Purchase and Assumption Agreement" has the meaning set forth in Recital A. 

"Quarterly Certificate" means a certificate or certificates, signed by an officer of the 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements C-34 Atlantic Southern Bank 

Version 3.1.1- COMMERCIAL SHARED-LOSS AGREEMENT :vfacon, Georgia 

May 2U, 2Ull 
Assuming Institution involved in, or responsible for, the administration and servicing of the 

Shared-Loss Assets, whose name appears on a list provided to the Receiver (as updated by the 

Assuming Institution as needed from time to time) of servicing officers and the related 

supporting documentation setting forth in such form and detail as the Receiver may specify from 

time to time the items listed at Section 5.2(a), in the form set forth in Exhibit 5.2 and delivered as 

set forth in Article 5 of this Agreement. 

"Receiver" has the meaning set forth in the Purchase and Assumption Agreement. 

"Record" has the meaning set forth in the Purchase and Assumption Agreement. 

"Recovery" has the meaning set forth in Section 2.9. 

"Recovery Quarter" means a Calendar Quarter commencing with and including the first 

Calendar Quarter following the final Shared-Loss Quarter and ending on the Termination Date. 

"Reimbursable Expenses" has the meaning set forth in Section 2. 7(a). 

"Related Liability" has the meaning set forth in the Purchase and Assumption 

Agreement. 

"Related Liability Amount" has the meaning set forth in the Purchase and Assumption 

Agreement. 

"Related Loan" means a loan or extension of credit held by the Assuming Institution at 

any time on or prior to the end of the final Recovery Quarter that is: 

(a) made to the same Obligor with respect to a Loan that is a Shared-Loss 

Asset or with respect to a Loan from which ORE, Additional ORE or Subsidiary ORE derived; 

or 

(b) attributable to the same primary Obligor with respect to any Loan 

described at paragraph (a) under the applicable rules of the Assuming Institution's Chartering 

Authority concerning the legal lending limits of financial institutions organized under its 

jurisdiction as in effect on the Commencement Date. 

"Respondent Party" has the meaning set forth in Section 7.6(b ). 

"Review Board" has the meaning set forth in Section 7.1 0. 

"Settlement Interest Rate" has the meaning set forth in the Purchase and Assumption 

Agreement. 

"Shared-Loss Assets" means Shared-Loss Loans, Subsidiary Shared-Loss Loans, ORE, 

Additional ORE, Subsidiary ORE and Capitalized Expenditures. 

"Shared-Loss Loan Commitment" means (a) a Commitment to make a further 

extension of credit or a further advance with respect to an existing Shared-Loss Loan or (b) a 

Shared-Loss Loan in respect of which the Assuming Institution has made a Permitted 

Amendment. 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements C-35 Atlantic Southern Bank 

Version 3.1.1- COMMERCIAL SHARED-LOSS AGREEMENT :vfacon, Georgia 

May 2U, 2Ull 
"Shared-Loss Loan Commitment Advance" means an advance pursuant to a SharedLoss Loan Commitment with respect to which the Assuming Institution has not made a 

Permitted Advance. 

"Shared-Loss Loans" means the following: 

(a) Loans purchased by the Assuming Institution pursuant to the Purchase and 

Assumption Agreement set forth on Schedule 4 .15B thereto; 

(b) New Shared-Loss Loans purchased by the Assuming Institution pursuant 

to the Purchase and Assumption Agreement; 

(c) Permitted Advances; 

(d) Shared-Loss Loan Commitment Advances, if any; and 

(e) Shared-Loss Loans (as described at paragraphs (b) through (d) above) with 

respect to which the Assuming Institution has made a Permitted Amendment; 

but does not include: 

(i) Consumer Loans; or 

(ii) Loans, New Shared-Loss Loans, Permitted Advances or 

Shared-Loss Loan Commitment Advances with respect to which a Shared-Loss 

Subsidiary is an Obligor. 

"Shared-Loss Quarter" means a Calendar Quarter commencing with the initial Calendar 

Quarter and ending with and including the Calendar Quarter in which the fifth (51

h) anniversary 

of the Commencement Date occurs. 

"Shared-Loss Subsidiary" and "Shared-Loss Subsidiaries" mean the Subsidiary or 

Subsidiaries, if any, listed on Schedule 4.15D, as applicable. 

"Shares" means common stock and any instrument which by is, or which may become, 

convertible into common stock. 

"Single Family Agreement" means, if any, the Single Family Shared-Loss Agreement 

and the Exhibits thereto attached as Exhibit 4.15A to the Purchase and Assumption Agreement 

and entered into of even date with this Agreement among the Receiver, the Corporation and the 

Assuming Institution. 

"Subsidiary" has the meaning set forth in the Purchase and Assumption Agreement 

"Subsidiary ORE" means ORE listed on Schedule 4.15D and owned by the Shared-Loss 

Subsidiary identified on that Schedule 4.15D as the owner of such ORE. 

"Subsidiary Shared-Loss Loans" means Shared-Loss Loans listed on Schedule 4.15D 

owned by the Shared-Loss Subsidiary identified on that Schedule 4.15D as the owner of such 

Shared-Loss Loans. 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements C-36 Atlantic Southern Bank 

Version 3.1.1- COMMERCIAL SHARED-LOSS AGREEMENT :vfacon, Georgia 

May 2U, 2Ull 
"Termination Date" means the last day of the Calendar Quarter in which the eighth (8th) 

anniversary of the Commencement Date occurs. 

"Third Party Servicer" means any servicer appointed from time to time by the 

Assuming Institution, which may include an Affiliate of the Assuming Institution, to service the 

Shared-Loss Assets on behalf of the Assuming Institution. 

"Tranche 1 Amount" means a Net Loss Amount up to and including one hundred fifty 

seven million six hundred fifty eight thousand eight hundred twenty seven dollars 

($157,658,827.00). 

"Tranche 2 Amount" means a Net Loss Amount in excess of the Tranche 1 Amount up 

to and including two hundred forty one million two hundred forty five thousand two hundred 

ninety seven dollars ($241 ,245,297 .00). 

"Tranche 3 Amount" means a Net Loss Amount in excess of the Tranche 2 Amount. 

"True-Up Date" means the date which is forty-five (45) days after the latest to occur of 

the Termination Date of this Agreement, the Termination Date of the Single Family Agreement, 

if applicable, or disposition of all Assets pursuant to this Agreement or the Single Family 

Agreement, if applicable. 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements C-37 Atlantic Southern Bank 

Version 3.1.1- COMMERCIAL SHARED-LOSS AGREEMENT :vfacon, Georgia 

May 2U, 2Ull 
EXHIBIT 2.5 


TRUE-UP 


Pursuant to Section 2.5 of this Agreement, the following calculation applies to determine 

any payment due by the Assuming Institution to the Receiver on the True-Up Date. All 

capitalized terms used in this Exhibit 2.5 have the meanings defined or referenced in 

Article 8 ofthis Agreement. 

X= A-(B+C+D) 

2 

Where: 

X= the amount payable to the Receiver pursuant to Section 2.5 

A= 20% ofthe Intrinsic Loss Estimate 

B = 20% of the Net Loss Amount 

C = 25% of the Asset discount bid, expressed in dollars, oftotal Shared-Loss Assets on 

Schedules 4.15A and 4.15B as of the Bank Closing Date 

D = 3.5% of total Shared-Loss Assets on Schedules 4.15A and 4.15B as of the Bank 

Closing Date 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements C-38 Atlantic Southern Bank 

Version 3.1.1- COMMERCIAL SHARED-LOSS AGREEMENT :vfacon, Georgia 

May 2U, 2Ull 
EXHIBIT 2.7 

EXCLUSION FROM REIMBURSABLE EXPENSES 

Pursuant to Section 2.7(b )(iii) of this Agreement, the following calculation applies to 

determine the proportion of the expense attributable, for financial accounting purposes, to 

the reduction of the Book Value of a Shared-Loss Loan which may not be included as a 

Permitted Expense. All capitalized terms used in this Exhibit 2.7 have the meanings 

defined or referenced in Article 8 of this Agreement. 

X= E * [1- (A+B+C)J 


(A+B+D) 


Where: 

X = the proportion of expense not allowed as a Permitted Expense pursuant to Section 

2. 7(b)(iii) 

A = the total amount of all Failed Bank Charge-Offs of principal on the Shared-Loss 

Loan (excluding reversals or charge-offs of Accrued Interest) 

B =the total of all Charge-Offs effected by the Assuming Institution of principal on the 

Shared-Loss Loan amount (excluding reversals or charge-offs of Accrued Interest) 

C = the amount of principal on the Shared-Loss Loan that has not yet been charged-off 

but has been placed on non-accrual status, all of which occurred during the period in 

which the expenses represented byE were recognized 

D =the total amount of principal indebtedness due from the Obligor on the Shared-Loss 

Loan after any amendment, modification, renewal, extension, refinance, restructure, 

commitment, sale or other similar action 

E = the portion of the expense attributable, for financial accounting purposes, to the 

reduction of the Book Value of the Shared-Loss Loan 

However, in the event that the portion derived from the calculation represented by: 

[1- (A+B+C)J 

(A+B+D) 

is a negative number, the value of: (A+B+C) 

(A+B+D) 

shall be deemed to be 1 and accordingly the value of X shall be zero. 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements C-39 Atlantic Southern Bank 

Version 3.1.1- COMMERCIAL SHARED-LOSS AGREEMENT :vfacon, Georgia 

May 2U, 2Ull 
EXHIBIT 2.9 

INTEREST INCOME AS A RECOVERY 

Pursuant to Section 2.9(d) of this Agreement, the following calculation applies to 

determine the proportion of interest income recognized by the Assuming Institution for 

financial accounting purposes with respect to a Shared-Loss Loan which may be included 

as a Recovery subject to the limit in Section 2.9( e). All capitalized terms used in this 

Exhibit 2.9 have the meanings defined or referenced in Article 8 of this Agreement. 

X=((A+B+C)ID) *E 

Where: 

X =the allowable proportion of interest income recognized by the Assuming Institution 

on the Shared-Loss Loan pursuant to Section 2.9(d) provided that such portion may not 

exceed one hundred percent (100%) of E. 

A = the total amount of all Failed Bank Charge-Offs of principal on the Shared-Loss 

Loan (excluding reversals or charge-offs of Accrued Interest) 

B = the total amount of all Charge-Offs effected by the Assuming Institution of principal 

on the Shared-Loss Loan (excluding reversals or charge-otis of Accrued Interest) 

C = the amount of principal on the Shared-Loss Loan that has not yet been charged-off 

but has been placed on non-accrual status, all of which occurred at any time prior to or 

during the period in which the interest income represented byE was recognized 

D = the total amount of principal indebtedness (including all Failed Bank Charge-Offs 

and Charge-Offs as described at A and B) due from the Obligor on the Shared-Loss Loan 

after any amendment, modification, renewal, extension, refinance, restructure, 

commitment, sale or other similar action 

E = the total amount of interest income recognized by the Assuming Institution for 

financial accounting purposes with respect to the Shared-Loss Loan 

Module 1 -Whole Bank w/ Optional Shared Loss Agreements C-40 Atlantic Southern Bank 

Version 3.1.1- COMMERCIAL SHARED-LOSS AGREEMENT :vfacon, Georgia 

May 2U, 2Ull 
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Page 3 of 3 

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SCHEDULE 4.15B 


LOANS SUBJECT TO LOSS SHARING UNDER THE 


COMMERCIAL SHARED-LOSS AGREEMENT 


Module 1 -Whole Bank w/ Optional Shared Loss Agreements C-45 Atlantic Southern Bank 

Version 3.1.1- COMMERCIAL SHARED-LOSS AGREEMENT :vfacon, Georgia 

May 2U, 2Ull 
SCHEDULE 4.15D 


SHARED-LOSS SUBSIDIARIES 


Module 1 -Whole Bank w/ Optional Shared Loss Agreements C-46 Atlantic Southern Bank 

Version 3.1.1- COMMERCIAL SHARED-LOSS AGREEMENT :vfacon, Georgia 

May 2U, 2Ull