Common use of Duties of the Assuming Bank Clause in Contracts

Duties of the Assuming Bank. (a) In performance of its duties under this Article III, the Assuming Bank shall: (i) manage and administer each Single Family Shared-Loss Loan in accordance with Assuming Bank’s usual and prudent business and banking practices and Customary Servicing Procedures; (ii) exercise its best business judgment in managing, administering and collecting amounts owed on the Single Family Shared-Loss Loans; (iii) use commercially reasonable efforts to maximize Recoveries with respect to Losses on Single Family Shared-Loss Loans without regard to the effect of maximizing collections on assets held by the Assuming Bank or any of its Affiliates that are not Single Family Shared- Loss Loans; (iv) retain sufficient staff (in Assuming Bank’s discretion) to perform its duties hereunder; and (v) other than as provided in Section 2.1(a), comply with the terms of the Modification Guidelines for any Single Family Shared-Loss Loans meeting the requirements set forth therein. For the avoidance of doubt, the Assuming Bank may propose exceptions to Exhibit 5 (the FDIC Loan Modification Program) for a group of Loans with similar characteristics, with the objectives of (1) minimizing the loss to the Assuming Bank and the FDIC and (2) maximizing the opportunity for qualified homeowners to remain in their homes with affordable mortgage payments. (b) Any transaction with or between any Affiliate of the Assuming Bank with respect to any Single Family Shared-Loss Loan including, without limitation, the execution of any contract pursuant to which any Affiliate of the Assuming Bank will manage, administer or collect any of the Single Family Shared-Loss Loans will be provided to FDIC for informational purposes and if such transaction is not entered into on an arm’s length basis on commercially reasonable terms such transaction shall be subject to the prior written approval of the Receiver.

Duties of the Assuming Bank. (a) In performance of its duties under this Article III, the Assuming Bank shall: (i) manage and administer each Single Family Shared-Loss Loan in accordance with Assuming Bank’s usual and prudent business and banking practices and Customary Servicing Procedures; (ii) exercise its best business judgment in managing, administering and collecting amounts owed on the Single Family Shared-Loss Loans; (iii) use commercially reasonable efforts to maximize Recoveries with respect to Losses on Single Family Shared-Loss Loans without regard to the effect of maximizing collections on assets held by the Assuming Bank or any of its Affiliates that are not Single Family Shared- Shared-Loss Loans; (iv) retain sufficient staff (in Assuming Bank’s discretion) to perform its duties hereunder; and (v) other than as provided in Section 2.1(a), comply with the terms of the Modification Guidelines for any Single Family Shared-Loss Loans meeting the requirements set forth therein. For the avoidance of doubt, the Assuming Bank may propose exceptions to Exhibit 5 (the FDIC Loan Modification Program) for a group of Loans with similar characteristics, with the objectives of (1) minimizing the loss to the Assuming Bank and the FDIC and (2) maximizing the opportunity for qualified homeowners to remain in their homes with affordable mortgage payments. (b) Any transaction with or between any Affiliate of the Assuming Bank with respect to any Single Family Shared-Loss Loan including, without limitation, the execution of any contract pursuant to which any Affiliate of the Assuming Bank will manage, administer or collect any of the Single Family Shared-Loss Loans will be provided to FDIC for informational purposes and if such transaction is not entered into on an arm’s length basis on commercially reasonable terms such transaction shall be subject to the prior written approval of the Receiver.

Duties of the Assuming Bank. (a) In performance of its duties under this Article IIIIII , the Assuming Bank shall: (i) manage and administer each Single Family Shared-Loss Loan in accordance with Assuming Bank’s 's usual and prudent business and banking practices and Customary Servicing Procedures; (ii) exercise its best business judgment in managing, administering and collecting amounts owed on the Single Family Shared-Loss Loans; (iii) use commercially reasonable efforts to maximize Recoveries with respect to Losses on Single Family Shared-Loss Loans without regard to the effect of maximizing collections on assets held by the Assuming Bank or any of its Affiliates that are not Single Family Shared- Shared-Loss Loans; (iv) retain sufficient staff (in Assuming Bank’s discretion) to perform its duties hereunder; and (v) other than as provided in Section 2.1(a), comply with the terms of Exhibit 5 attached hereto, the FDIC Loan Modification Guidelines Program, for any Single Family Shared-Loss Loans meeting the requirements set forth therein. For the avoidance of doubt, the The Assuming Bank may propose exceptions to Exhibit 5 (the FDIC Loan Modification Program) for a group of Loans with similar characteristics, with the objectives of (1) minimizing the loss to the Assuming Bank and the FDIC and (2) maximizing the opportunity for qualified homeowners to remain in their homes with affordable mortgage payments. (b) Any transaction with or between any Affiliate of the Assuming Bank with respect to any Single Family Shared-Loss Loan including, without limitation, the execution of any contract pursuant to which any Affiliate of the Assuming Bank will manage, administer or collect any of the Single Family Shared-Loss Loans will be provided to FDIC for informational purposes and if such transaction is not entered into on an arm’s length basis on commercially reasonable terms such transaction shall be subject to the prior written approval of the Receiver.

Duties of the Assuming Bank. (a) In performance of its duties under this Article III, the Assuming Bank shall: (i) manage and administer each Single Family Shared-Loss Loan in accordance with Assuming Bank’s usual and prudent business and banking practices and Customary Servicing Procedures; (ii) exercise its best business judgment in managing, administering and collecting amounts owed on the Single Family Shared-Loss Loans; (iii) use commercially reasonable efforts to maximize Recoveries with respect to Losses on Single Family Shared-Loss Loans without regard to the effect of maximizing collections on assets held by the Assuming Bank or any of its Affiliates that are not Single Family Shared- Shared-Loss Loans; (iv) retain sufficient staff (in Assuming Bank’s discretion) to perform its duties hereunder; and (v) other than as provided in Section 2.1(a), comply with the terms of the Modification Guidelines for any Single Family Shared-Loss Loans meeting the requirements set forth therein. For the avoidance of doubt, the Assuming Bank may propose exceptions to Exhibit 5 (the FDIC Loan Modification Program) for a group of Loans with similar characteristics, with the objectives of (1) minimizing the loss to the Assuming Bank and the FDIC and (2) maximizing the opportunity for qualified homeowners to remain in their homes with affordable mortgage payments. (b) Any transaction with or between any Affiliate of the Assuming Bank with respect to any Single Family Shared-Loss Loan including, without limitation, the execution of any contract pursuant to which any Affiliate of the Assuming Bank will manage, administer or collect any of the Single Family Shared-Loss Loans will be provided to FDIC for informational purposes and if such transaction is not entered into on an arm’s length basis on commercially reasonable terms such transaction shall be subject to the prior written approval of the Receiver.

Duties of the Assuming Bank. (a) In performance of its duties under this Article III, the Assuming Bank shall: (i) manage and administer each Single Family Shared-Loss Loan in accordance with Assuming Bank’s usual and prudent business and banking practices and Customary Servicing Procedures; (ii) exercise its best business judgment in managing, administering and collecting amounts owed on the Single Family Shared-Loss Loans; (iii) use commercially reasonable efforts to maximize Recoveries with respect to Losses on Single Family Shared-Loss Loans without regard to the effect of maximizing collections on assets held by the Assuming Bank or any of its Affiliates that are not Single Family Shared- Shared-Loss Loans; (iv) retain sufficient staff (in Assuming Bank’s discretion) to perform its duties hereunder; and (v) other than as provided in Section 2.1(a), comply with the terms of the Modification Guidelines for any Single Family Shared-Loss Loans meeting the requirements set forth therein. For the avoidance of doubt, the Assuming Bank may propose exceptions to Exhibit 5 (the FDIC Loan Modification Program) for a group of Loans with similar characteristics, with the objectives of (1) minimizing the loss to the Assuming Bank and the FDIC and (2) maximizing the opportunity for qualified homeowners to remain in their homes with affordable mortgage payments. (b) Any transaction with or between any Affiliate of the Assuming Bank with respect to any Single Family Shared-Loss Loan including, without limitation, the execution of any contract pursuant to which any Affiliate of the Assuming Bank will manage, administer or collect any of the Single Family Shared-Loss Loans will be provided to FDIC for informational Module 1 — Whole Bank w/ Loss Share — P&A Florida Community Bank Version 1.12 Immokalee, FL November 17, 2009 purposes and if such transaction is not entered into on an arm’s length basis on commercially reasonable terms such transaction shall be subject to the prior written approval of the Receiver.

Duties of the Assuming Bank. (a) In performance of its duties under this Article III, the Assuming Bank shall: (i) manage and administer each Single Family Shared-Loss Loan in accordance with Assuming Bank’s usual and prudent business and banking practices and Customary Servicing Procedures; (ii) exercise its best business judgment in managing, administering and collecting amounts owed on the Single Family Shared-Loss Loans; (iii) use commercially reasonable efforts to maximize Recoveries with respect to Losses on Single Family Shared-Loss Loans without regard to the effect of maximizing collections on assets held by the Assuming Bank or any of its Affiliates that are not Single Family Shared- Shared-Loss Loans;; Whole Bank w/ Loss Share – P&A Colonial Bank August 14, 2009 Montgomery, Alabama (iv) retain sufficient staff (in Assuming Bank’s discretion) to perform its duties hereunder; and (v) other than as provided in Section 2.1(a), comply with the terms of the Modification Guidelines for any Single Family Shared-Loss Loans meeting the requirements set forth therein. For the avoidance of doubt, the Assuming Bank may propose exceptions to Exhibit 5 (the FDIC Loan Modification Program) for a group of Loans with similar characteristics, with the objectives of (1) minimizing the loss to the Assuming Bank and the FDIC and (2) maximizing the opportunity for qualified homeowners to remain in their homes with affordable mortgage payments. (b) Any transaction with or between any Affiliate of the Assuming Bank with respect to any Single Family Shared-Loss Loan including, without limitation, the execution of any contract pursuant to which any Affiliate of the Assuming Bank will manage, administer or collect any of the Single Family Shared-Loss Loans will be provided to FDIC for informational purposes and if such transaction is not entered into on an arm’s length basis on commercially reasonable terms such transaction shall be subject to the prior written approval of the Receiver.

Duties of the Assuming Bank. (a) In performance of its duties under this Article III, the Assuming Bank shall: (i) manage and administer each Single Family Shared-Loss Loan in accordance with Assuming Bank’s usual and prudent business and banking practices and Customary Servicing Procedures; (ii) exercise its best business judgment in managing, administering and collecting amounts owed on the Single Family Shared-Loss Loans; (iii) use commercially reasonable efforts to maximize Recoveries with respect to Losses on Single Family Shared-Loss Loans without regard to the effect of maximizing collections on assets held by the Assuming Bank or any of its Affiliates that are not Single Family Shared- Shared-Loss Loans; (iv) retain sufficient staff (in Assuming Bank’s discretion) to perform its duties hereunder; and (v) other than as provided in Section 2.1(a), comply with the terms of the Modification Guidelines for any Single Family Shared-Loss Loans meeting the requirements set forth therein. For the avoidance of doubt, the Assuming Bank may propose exceptions to Exhibit 5 (the FDIC Loan Modification Program) for a group of Loans with similar characteristics, with the objectives of (1) minimizing the loss to the Assuming Bank and the FDIC and (2) maximizing the opportunity for qualified homeowners to remain in their homes with affordable mortgage payments. (b) Any transaction with or between any Affiliate of the Assuming Bank with Module 1 — Whole Bank w/ Loss Share — P&A WATERFORD VILLAGE BANK Version 1.07 WILLIAMSVILLE, NEW YORK July 14, 2009 respect to any Single Family Shared-Loss Loan including, without limitation, the execution of any contract pursuant to which any Affiliate of the Assuming Bank will manage, administer or collect any of the Single Family Shared-Loss Loans will be provided to FDIC for informational purposes and if such transaction is not entered into on an arm’s length basis on commercially reasonable terms such transaction shall be subject to the prior written approval of the Receiver.

Duties of the Assuming Bank. (a) In performance of its duties under this Article IIIIII , the Assuming Bank shall: (i) manage and administer each Single Family Shared-Loss Loan in accordance with Assuming Bank’s 's usual and prudent business and banking practices and Customary Servicing Procedures; (ii) exercise its best business judgment in managing, administering and collecting amounts owed on the Single Family Shared-Loss Loans; (iii) use commercially reasonable efforts to maximize Recoveries with respect to Losses on Single Family Shared-Loss Loans without regard to the effect of maximizing collections on assets held by the Assuming Bank or any of its Affiliates that are not Single Family Shared- Shared-Loss Loans; (iv) retain sufficient staff (in Assuming Bank’s discretion) to perform its duties hereunder; and (v) other than as provided in Section 2.1(a), comply with the terms of Exhibit 5 attached hereto, the FDIC Loan Modification Guidelines Program, for any Single Family Shared-Loss Loans meeting the requirements set forth therein. For the avoidance of doubt, the The Assuming Bank may propose exceptions to Exhibit 5 (the FDIC Loan Modification Program) for a group of Loans with similar characteristics, with the objectives of (1) minimizing the loss to the Assuming Bank and the FDIC and (2) maximizing the opportunity for qualified homeowners to remain in their homes with affordable mortgage payments.. Whole Bank P&A w/Loss Sharing 58 Suburban Federal Savings Bank January 30, 2009 Crofton, MD (b) Any transaction with or between any Affiliate of the Assuming Bank with respect to any Single Family Shared-Loss Loan including, without limitation, the execution of any contract pursuant to which any Affiliate of the Assuming Bank will manage, administer or collect any of the Single Family Shared-Loss Loans will be provided to FDIC for informational purposes and if such transaction is not entered into on an arm’s length basis on commercially reasonable terms such transaction shall be subject to the prior written approval of the Receiver.

Duties of the Assuming Bank. (a) In performance of its duties under this Article III, the Assuming Bank shall: (i) manage and administer each Single Family Shared-Loss Loan in accordance with Assuming Bank’s usual and prudent business and banking practices and Customary Servicing Procedures; (ii) exercise its best business judgment in managing, administering and collecting amounts owed on the Single Family Shared-Loss Loans; (iii) use commercially reasonable efforts to maximize Recoveries with respect to Losses on Single Family Shared-Loss Loans without regard to the effect of maximizing collections on assets held by the Assuming Bank or any of its Affiliates that are not Single Family Shared- Shared-Loss Loans; (iv) retain sufficient staff (in Assuming Bank’s discretion) to perform its duties hereunder; and (v) other than as provided in Section 2.1(a), comply with the terms of the Modification Guidelines for any Single Family Shared-Loss Loans meeting the requirements set forth therein. For the avoidance of doubt, the Assuming Bank may propose exceptions to Exhibit 5 (the FDIC Loan Modification Program) for a group of Loans with similar characteristics, with the objectives of (1) minimizing the loss to the Assuming Bank and the FDIC and (2) maximizing the opportunity for qualified homeowners to remain in their homes with affordable mortgage payments. Module 1 Whole Bank w/ Loss Share – P&A NEIGHBORHOOD COMMUNITY BANK Version 1.05 NEWNAN, GEORGIA June 16, 2009 64 (b) Any transaction with or between any Affiliate of the Assuming Bank with respect to any Single Family Shared-Loss Loan including, without limitation, the execution of any contract pursuant to which any Affiliate of the Assuming Bank will manage, administer or collect any of the Single Family Shared-Loss Loans will be provided to FDIC for informational purposes and if such transaction is not entered into on an arm’s length basis on commercially reasonable terms such transaction shall be subject to the prior written approval of the Receiver.

Duties of the Assuming Bank. (a) In performance of its duties under this Article III, the Assuming Bank shall: (i) manage and administer each Single Family Shared-Loss Loan in accordance with Assuming Bank’s usual and prudent business and banking practices and Customary Servicing Procedures; (ii) exercise its best business judgment in managing, administering and collecting amounts owed on the Single Family Shared-Loss Loans; (iii) use commercially reasonable efforts to maximize Recoveries with respect to Losses on Single Family Shared-Loss Loans without regard to the effect of maximizing collections on assets held by the Assuming Bank or any of its Affiliates that are not Single Family Shared- Shared-Loss Loans; (iv) retain sufficient staff (in Assuming Bank’s discretion) to perform its duties hereunder; and (v) other than as provided in Section 2.1(a), comply with the terms of the Modification Guidelines for any Single Family Shared-Loss Loans meeting the requirements set forth therein. For the avoidance of doubt, the Assuming Bank may propose exceptions to Exhibit 5 (the FDIC Loan Modification Program) for a group of Loans with similar characteristics, with the objectives of (1) minimizing the loss to the Assuming Bank and the FDIC and (2) maximizing the opportunity for qualified homeowners to remain in their homes with affordable mortgage payments. Module 1 Modified Whole Bank w/ Loss Share – P&A Xxxxx Union, FSB Version 1.08 Columbus, IN July 24, 2009 (b) Any transaction with or between any Affiliate of the Assuming Bank with respect to any Single Family Shared-Loss Loan including, without limitation, the execution of any contract pursuant to which any Affiliate of the Assuming Bank will manage, administer or collect any of the Single Family Shared-Loss Loans will be provided to FDIC for informational purposes and if such transaction is not entered into on an arm’s length basis on commercially reasonable terms such transaction shall be subject to the prior written approval of the Receiver.

Duties of the Assuming Bank. (a) In performance of its duties under this Article IIIIII , the Assuming Bank shall: (i) manage and administer each Single Family Shared-Loss Loan in accordance with Assuming Bank’s usual and prudent business and banking practices and Customary Servicing Procedures; (ii) exercise its best business judgment in managing, administering and collecting amounts owed on the Single Family Shared-Loss Loans; (iii) use commercially reasonable efforts to maximize Recoveries with respect to Losses on Single Family Shared-Loss Loans without regard to the effect of maximizing collections on assets held by the Assuming Bank or any of its Affiliates that are not Single Family Shared- Shared-Loss Loans; (iv) retain sufficient staff (in Assuming Bank’s discretion) to perform its duties hereunder; and (v) other than as provided in Section 2.1(a), comply with the terms of Exhibit 5 attached hereto, the FDIC Loan Modification Guidelines Program, for any Single Family Shared-Loss Loans meeting the requirements set forth therein. For the avoidance of doubt, the The Assuming Bank may propose exceptions to Exhibit 5 (the FDIC Loan Modification Program) for a group of Loans with similar characteristics, with the objectives of (1) minimizing the loss to the Assuming Bank and the FDIC and (2) maximizing the opportunity for qualified homeowners to remain in their homes with affordable mortgage payments.. Whole Bank P&A w/Loss Sharing COUNTY BANK 6 February 2009 MERCED, CA (b) Any transaction with or between any Affiliate of the Assuming Bank with respect to any Single Family Shared-Loss Loan including, without limitation, the execution of any contract pursuant to which any Affiliate of the Assuming Bank will manage, administer or collect any of the Single Family Shared-Loss Loans will be provided to FDIC for informational purposes and if such transaction is not entered into on an arm’s length basis on commercially reasonable terms such transaction shall be subject to the prior written approval of the Receiver.

Duties of the Assuming Bank. (a) In performance of its duties under this Article IIIIII , the Assuming Bank shall: (i) manage and administer each Single Family Shared-Loss Loan in accordance with Assuming Bank’s usual and prudent business and banking practices and Customary Servicing Procedures; (ii) exercise its best business judgment in managing, administering and collecting amounts owed on the Single Family Shared-Loss Loans; (iii) use commercially reasonable efforts to maximize Recoveries with respect to Losses on Single Family Shared-Loss Loans without regard to the effect of maximizing collections on assets held by the Assuming Bank or any of its Affiliates that are not Single Family Shared- Shared-Loss Loans; (iv) retain sufficient staff (in Assuming Bank’s discretion) to perform its duties hereunder; and (v) other than as provided in Section 2.1(a), comply with the terms of Exhibit 5 attached hereto, the FDIC Loan Modification Guidelines Program, for any Single Family Shared-Loss Loans meeting the requirements set forth therein. For the avoidance of doubt, the The Assuming Bank may propose exceptions to Exhibit 5 (the FDIC Loan Modification Program) for a group of Loans with similar characteristics, with the objectives of (1) minimizing the loss to the Assuming Bank and the FDIC and (2) maximizing the opportunity for qualified homeowners to remain in their homes with affordable mortgage payments. (b) Any transaction with or between any Affiliate of the Assuming Bank with respect to any Single Family Shared-Loss Loan including, without limitation, the execution of any contract pursuant to which any Affiliate of the Assuming Bank will manage, administer or collect any of the Single Family Shared-Loss Loans will be provided to FDIC for informational purposes and if such transaction is not entered into on an arm’s length basis on commercially reasonable terms such transaction shall be subject to the prior written approval of the Receiver.

Duties of the Assuming Bank. (a) In performance of its duties under this Article III, the Assuming Bank shall: (i) manage and administer each Single Family Shared-Loss Loan in accordance with Assuming Bank’s usual and prudent business and banking practices and Customary Servicing Procedures; Module 1 - Whole Bank w/ Loss Share - P&A Guaranty Bank Version 1.05 68 Austin, Texas June 16, 2009 (ii) exercise its best business judgment in managing, administering and collecting amounts owed on the Single Family Shared-Loss Loans; (iii) use commercially reasonable efforts to maximize Recoveries with respect to Losses on Single Family Shared-Loss Loans without regard to the effect of maximizing collections on assets held by the Assuming Bank or any of its Affiliates that are not Single Family Shared- Shared-Loss Loans; (iv) retain sufficient staff (in Assuming Bank’s discretion) to perform its duties hereunder; and (v) other than as provided in Section 2.1(a), comply with the terms of the Modification Guidelines for any Single Family Shared-Loss Loans meeting the requirements set forth therein. For the avoidance of doubt, the Assuming Bank may propose exceptions to Exhibit 5 (the FDIC Loan Modification Program) for a group of Loans with similar characteristics, with the objectives of (1) minimizing the loss to the Assuming Bank and the FDIC and (2) maximizing the opportunity for qualified homeowners to remain in their homes with affordable mortgage payments. (b) Any transaction with or between any Affiliate of the Assuming Bank with respect to any Single Family Shared-Loss Loan including, without limitation, the execution of any contract pursuant to which any Affiliate of the Assuming Bank will manage, administer or collect any of the Single Family Shared-Loss Loans will be provided to FDIC for informational purposes and if such transaction is not entered into on an arm’s length basis on commercially reasonable terms such transaction shall be subject to the prior written approval of the Receiver.

Duties of the Assuming Bank. (a) In performance of its duties under this Article IIIIII , the Assuming Bank shall: (i) manage and administer each Single Family Shared-Loss Loan in accordance with Assuming Bank’s 's usual and prudent business and banking practices and Customary Servicing Procedures; (ii) exercise its best business judgment in managing, administering and collecting amounts owed on the Single Family Shared-Loss Loans; (iii) use commercially reasonable efforts to maximize Recoveries with respect to Losses on Single Family Shared-Loss Loans without regard to the effect of maximizing collections on assets held by the Assuming Bank or any of its Affiliates that are not Single Family Shared- Shared-Loss Loans; (iv) retain sufficient staff (in Assuming Bank’s discretion) to perform its duties hereunder; and (v) other than as provided in Section 2.1(a), comply with the terms of Exhibit 5 attached hereto, the FDIC Loan Modification Guidelines Program, for any Single Family Shared-Loss Loans meeting the requirements set forth therein. For the avoidance of doubt, the The Assuming Bank may propose exceptions to Exhibit 5 (the FDIC Loan Modification Program) for a group of Loans with similar characteristics, with the objectives of (1) minimizing the loss to the Assuming Bank and the FDIC and (2) maximizing the opportunity for qualified homeowners to remain in their homes with affordable mortgage payments.. Whole Bank P&A w/Loss Sharing 58 Suburban Federal Savings Bank January 30, 0000 Xxxxxxx, XX (b) Any transaction with or between any Affiliate of the Assuming Bank with respect to any Single Family Shared-Loss Loan including, without limitation, the execution of any contract pursuant to which any Affiliate of the Assuming Bank will manage, administer or collect any of the Single Family Shared-Loss Loans will be provided to FDIC for informational purposes and if such transaction is not entered into on an arm’s length basis on commercially reasonable terms such transaction shall be subject to the prior written approval of the Receiver.

Duties of the Assuming Bank. (a) In performance of its duties under this Article III, the Assuming Bank shall: (i) manage and administer each Single Family Shared-Loss Loan in accordance with Assuming Bank’s usual and prudent business and banking practices and Customary Servicing Procedures; (ii) exercise its best business judgment in managing, administering and collecting amounts owed on the Single Family Shared-Loss Loans; (iii) use commercially reasonable efforts to maximize Recoveries with respect to Losses on Single Family Shared-Loss Loans without regard to the effect of maximizing collections on assets held by the Assuming Bank or any of its Affiliates that are not Single Family Shared- Shared-Loss Loans; (iv) retain sufficient staff (in Assuming Bank’s discretion) to perform its duties hereunder; and (v) other than as provided in Section 2.1(a), comply with the terms of Exhibit 5 attached hereto, the FDIC Loan Modification Guidelines Program, for any Single Family Shared-Loss Loans meeting the requirements set forth therein. For the avoidance of doubt, the The Assuming Bank may propose exceptions to Exhibit 5 (the FDIC Loan Modification Program) for a group of Loans with similar characteristics, with the objectives of (1) minimizing the loss to the Assuming Bank and the FDIC and (2) maximizing the opportunity for qualified homeowners to remain in their homes with affordable mortgage payments.. Whole Bank P&A w/Loss Sharing 58 Suburban Federal Savings Bank January 30, 0000 Xxxxxxx, XX (b) Any transaction with or between any Affiliate of the Assuming Bank with respect to any Single Family Shared-Loss Loan including, without limitation, the execution of any contract pursuant to which any Affiliate of the Assuming Bank will manage, administer or collect any of the Single Family Shared-Loss Loans will be provided to FDIC for informational purposes and if such transaction is not entered into on an arm’s length basis on commercially reasonable terms such transaction shall be subject to the prior written approval of the Receiver.