Common use of Duties of the Assuming Institution with Respect to Shared-Loss Loans Clause in Contracts

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 Shared-Loss 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 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.

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 Shared-Shared- Loss 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;; Module 1 — Whole Bank w/ Optional Shared Loss Agreements XXXXXX COMMUNITY BANK Version 3.01 — Single Family Shared-Loss Agreement BROOKSVILLE, FLORIDA December 8, 2010 (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 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.

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 Shared-Shared- Loss 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 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.

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 Shared-Loss 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. Module 1 Whole Bank w/ Optional Shared Loss Agreements SF-8 Blue Ridge Savings Bank, Inc. Version 3.2 – Single Family Shared-Loss Agreement Asheville, North Carolina July 15, 2011 (viii) in connection with the review of loss mitigation options such as loan modifications on shared-loss loans, have sufficient designated loss mitigation staff 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.

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 Shared-Loss Loan in a manner consistent with the following: Module 1 Whole Bank w/ Optional Shared Loss Agreements Version 3.01– SINGLE FAMILY SHARED-LOSS AGREEMENT April 29, 0000 XX-0 Xxxxx Xxxxxx Xxxxxxxxx Xxxx Xxxxxx, XX (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 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. Module 1 Whole Bank w/ Optional Shared Loss Agreements Version 3.01– SINGLE FAMILY SHARED-LOSS AGREEMENT April 29, 2011 SF-8 First Choice Community Bank Dallas, GA

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 Shared-Loss Loan in a manner consistent with the following:: Module 1 — Whole Bank w/ Optional Shared Loss Agreements Peoples State Bank Version 3.0 — PURCHASE AND ASSUMPTION AGREEMENT City, State December 8, 2010 (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 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. Module 1 — Whole Bank w/ Optional Shared Loss Agreements Peoples State Bank Version 3.0 — PURCHASE AND ASSUMPTION AGREEMENT City, State December 8, 2010

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 Shared-Loss 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 Module 1 – Whole Bank w/ Optional Shared Loss Agreements SF-8 First Guaranty Bank and Trust Company of Jacksonville Version 3.3.1 –SINGLE FAMILY SHARED-LOSS AGREEMENT Jacksonville, FL December 7, 2011 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.

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 Shared-Loss 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; Module 1 Whole Bank w/ Optional Shared Loss Agreements Community Central Bank Version 3.01 – PURCHASE AND ASSUMPTION AGREEMENT Mount Clemens, MI December 8, 2010 (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 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.

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 Shared-Loss 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 Fixed Price Whole Bank w/ Optional Shared Loss Agreements SF-8 Old Harbor Bank Version 3.2 – SINGLE FAMILY SHARED-LOSS AGREEMENT Clearwater, Florida July 15, 2011 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.

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 Shared-Loss 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 Module 1 – Whole Bank w/ Optional Shared Loss Agreements First Georgia Banking Company Version 3.1.1 – SINGLE FAMILY SHARED-LOSS AGREEMENT Franklin, Georgia April 27, 2011 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.

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 Shared-Loss Loan in a manner consistent with the following: Module 1 Whole Bank w/ Optional Shared Loss Agreements Version 3.01– SINGLE FAMILY SHARED-LOSS AGREEMENT December 8, 2010 XX-0 Xxx Xxxx Xxxxxx Xxxx Xxxxxxxx, XX (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 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. Module 1 Whole Bank w/ Optional Shared Loss Agreements Version 3.01– SINGLE FAMILY SHARED-LOSS AGREEMENT December 8, 2010 XX-0 Xxx Xxxx Xxxxxx Xxxx Xxxxxxxx, XX

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 Shared-Loss Loan in a manner consistent with the following: (A) usual and prudent business and banking practices and Customary Servicing Procedures; and Module 1 Whole Bank w/ Optional Shared Loss Agreements Version 3.01 – SINGLE FAMILY SHARED-LOSS AGREEMENT December 8, 2010 SF-7 New Horizons Bank East Ellijay, Georgia (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 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. Module 1 Whole Bank w/ Optional Shared Loss Agreements Version 3.01 – SINGLE FAMILY SHARED-LOSS AGREEMENT December 8, 2010 SF-8 New Horizons Bank East Ellijay, Georgia

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 Shared-Loss 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 Module 1 – Whole Bank w/ Optional Shared Loss Agreements SF-8 High Trust Bank Version 3.1.1 – SINGLE FAMILY SHARED-LOSS AGREEMENT Stockbridge, Georgia April 27, 2011 Table of Contents 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.