Common use of Option to Purchase Clause in Contracts

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution Bank determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution Bank will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution Bank to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution Bank determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Bank of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution Bank shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution Bank determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution Bank will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution Bank to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution Bank determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 500,000 on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Bank of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution Bank shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, Module 1 – Whole Bank w/ Loss Share – P&A 110 First National Bank of the South Version 2.07 Spartanburg, South Carolina June 10, 2010 after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii2.1 (e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will Module 1 – Whole Bank w/ Loss Share – P&A 113 Turnberry Bank Version 2.07 Aventura, Florida June 10, 2010 exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii2.1 (e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. Provided Tenant is not in default hereunder, Landlord does hereby give and grant to Tenant the right and option to purchase the Premises during the last six (i6) months of the Term of this Lease or any renewal thereof (the "Purchase Option"). In the event that Tenant elects to exercise its Purchase Option, Tenant shall give written notice to Landlord (the Assuming Institution determines that there is a substantial likelihood that continued efforts "Purchase Notice") of such exercise at least six (6) months prior to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records end of the Assuming Institution will result in an expenditureTerm, after Bank Closing, of funds by on behalf or at any time during the Option Term(s). The effective date upon which such purchase shall be consummated (the "Closing Date") shall be the last day of the Assuming Institution to a third party for a specified purpose (Term, if such Purchase Option is exercised during the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and initial Term. If such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionPurchase Option is exercised during an Option Term, the Assuming Institution Purchase Notice shall state the estimated Closing Date; PROVIDED, HOWEVER, that Tenant agrees that such Closing Date shall (ia) promptly so notify the Receiver and be no later than One Hundred Eighty (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30180) days after its the date of the Purchase Notice, and (b) in no event be later than the end of the applicable Option Term. Within ten (10) days after Landlord's receipt of such a noticethe Purchase Notice Landlord shall execute the Purchase Agreement attached hereto as Schedule 4 and deliver the same to Tenant for its signature. Upon the complete execution of the Purchase Agreement, the Receiver will advise transaction contemplated by the Assuming Institution of its consent or denial, that such expenditures Purchase Agreement shall be treated as a Reimbursable Expense or Recovery Expense, as close in accord with the case may beterms and conditions thereof. Notwithstanding anything to the failure contrary contained in this Lease, in the event Landlord exercises its right to terminate this Lease in accord with Articles 10 or 11 hereof, Landlord agrees that Tenant may void said termination by exercising this option to purchase. In the event Tenant chooses to void said termination in connection with this Section 18.01, Landlord and Tenant hereby agree to negotiate, in good faith, necessary modifications to the Purchase Agreements (including but not limited to an adjustment in the purchase price which takes into account any award to Landlord and the condition of the Receiver to give its consent with respect to such expenditures, Premises) and thereafter the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent transaction contemplated by the Receiver Purchase Agreement shall close in accord with respect to such expenditurethe terms and conditions of said Purchase Agreement as modified.

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, Module 1 – Whole Bank w/ Loss Share – P&A 111 Metro Bank of Dade County Version 2.07 Miami, Florida June 10, 2010 after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii2.1 (e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) The Lessee may at its option, exercisable by written notice given to the Lessor, elect during or at the end of the Lease Term to purchase the Leased Part, in which case the then current purchase price for such Leased Part as set forth in the Seller's Spare Parts Price List will be paid by the Lessee to the Lessor. The immediately preceding sentence will apply to new Leased Parts only. In the event that the Assuming Institution determines that there Leased Part is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records not new at commencement of the Assuming Institution will result in an expenditureLease Term, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten eighty-five percent (1085%) of the then book value thereof as reflected on current purchase price for such Leased Part will be paid by the Accounting Records Lessee to the Lessor. Such option will be contingent upon the Lessee providing the Lessor with evidence satisfactory to the Lessor that the original part fitted to the Aircraft is beyond economical repair. Should the Lessee exercise such option, *** of the Assuming InstitutionLease rental charges already invoiced pursuant to Subparagraph 12.4 (a) will be credited to the Lessee against the said purchase price of the Leased Part. Should the Lessee fail to return the Leased Part to the Lessor at the end of the Lease Term, such failure will be deemed to be an election by the Lessee to purchase the Leased Part. In the event of purchase, the Assuming Institution shall Leased Part will be warranted in accordance with Clause 11 of this Letter Agreement as though such Leased Part were a Seller Part, provided, however, that (i) promptly so notify the Receiver Seller will prorate the full Warranty Period granted to the Buyer according to the actual usage of such Leased Part and (ii) request that in no event will such expenditure Warranty Period be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on six (6) months from the Accounting Records date of purchase of such Leased Part. A warranty granted under this Subparagraph 12.8.3 will be in substitution for the warranty granted under Subparagraph 12.9 at the commencement of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery ExpenseLease Term.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 5,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution Bank determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-charge- off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution Bank will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution Bank to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution Bank determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Bank of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution Bank shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii2.1 (e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution Bank determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution Bank will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution Bank to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution Bank determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Bank of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution Bank shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Module 1 — Whole Bank w/ Loss Share — P&A Version 1.12 November 17, 0000 XXXXXXX XXXXXXXX XXXX XXXXX, XXXXXXX 124 Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (ia) In Landlord hereby grants Tenant the event that option the Assuming Institution determines that there purchase (the "Option to Purchase") the Entire Parcel, such being Landlord's entire ownership position including assignment of underlying leases, exercisable at any time beginning one year and one day from the date hereof and extending through the Term at Appraised Value. Said Option may be exercised only if Tenant is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by in compliance in all material respects with the Failed Bank with, in either case, a Legal Balance terms and conditions of $5,000,000 or more on this Lease at the Accounting Records time of exercise. Appraisals of the Assuming Institution will result in an expenditurePremises shall be obtained by two local recognized MAI appraisers, after Bank Closingone chosen by Tenant and one chosen by Landlord, of funds by on behalf of who shall value the Assuming Institution to a third party for a specified purpose (Premises at fair market value. Once the expenditure of whichappraisals are complete, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed the parties shall compare the two valuations. If the valuations are within ten percent (10%) of each other, then the then book value thereof as reflected on the Accounting Records valuation of the Assuming InstitutionPremises shall be the average of the two appraisals. If the valuations are more than ten percent [10%] of each other, and the parties cannot agree upon a valuation, then the two appraisers appointed above shall appoint a third MAI appraiser to appraise the Premises at fair market value. Once the third appraisal is completed, the Assuming Institution Appraised Value of the Premises shall be the average of the appraisals. Notwithstanding the foregoing, in the event that all or any part of the Entire Parcel is subject to a first Mortgage, if required by the Mortgagee, the purchase price payable pursuant to the Option to Purchase shall not be less than (i) promptly so notify Landlord's costs associated with the Receiver closing of the sale pursuant to the Option to Purchase and (ii) request the principal, the accrued interest and any other sums that such expenditure may then be treated due and owing to Mortgagee under the Mortgage (including Mortgagee's reasonable attorneys' fees) on the intended date of closing, as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1set forth in the Exercise Notice, as hereinafter defined. The Option to Purchase is exercisable upon notice (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect "Exercise Notice") given by Tenant to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank withLandlord, in either case, a Legal Balance of not less than $1,000,000 on six months prior to the Accounting Records intended date of closing. If Tenant elects to exercise the Assuming InstitutionOption to Purchase, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures Entire Parcel shall be treated as a Reimbursable Expense conveyed by Landlord to Tenant by Bargain & Sale Deed with Covenants against Grantor's Acts (or Recovery Expenseequivalent) and the Entire Parcel will be delivered at the closing thereof in its then "as-is" condition, as the case may be. Notwithstanding the failure of the Receiver without representation or warranty by Landlord, and subject to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Sharedall then-Loss Asset in accordance with Section 2.2existing title encumbrances, except that Landlord agrees that Landlord will discharge all mortgages, liens and other title encumbrances that are in a liquidated amount only if and to the Assuming Institution extent the same encumber the Entire Parcel other than due to the acts or omissions of Tenant or Tenant's agents, servants and employees. The purchase price shall be paid by good certified check of Tenant or official check issued by any bank, savings bank, trust company or savings and loan association having a banking office in the Commonwealth of Massachusetts, unendorsed and payable to the order of Landlord, or as Landlord may otherwise direct. The closing will take place at the offices of Landlord or Landlord's attorneys. The Option to Purchase is personal to Tenant only and may not be required assigned by Tenant. Tenant agrees to make such expenditures. At any time after its receipt pay all state and local transfer taxes payable in connection with the transfer of such a notice and on or prior the Entire Parcel pursuant to the Termination Date the Receiver shall have the right Option to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditurePurchase.

Option to Purchase. (a) In consideration of the mutual covenants herein contained and for Ten ($10) Dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord does hereby give and grant to Tenant the option for Tenant to purchase the Leased Premises together with the "Leased Premises" as that term is defined in the UHS Lease (but subject to the UHS Lease, if same is still in effect), directly or through a designee, (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose purchase price (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%"Purchase Price") of equal to the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver Option Exercise Price and (ii) request within ninety(90) days before the tenth(10th) anniversary of the Commencement Date and within sixty(60) days before or after the twentieth(20th) anniversary of the Commencement Date on a date which is mutually agreeable to Landlord and Tenant (the "Option Purchase Date"), but in any event not sooner than thirty(30) days after the Fair Market Value Date; provided that, the parties agree to cooperate with each other so that the Option Purchase Date occurs at a time when no Prepayment Premium is payable under a Loan; provided further that, Tenant agrees that if the Option Purchase Date occurs after the scheduled expiration of the initial Term, then the initial Term shall automatically be extended until the date of the actual closing of the purchase contemplated herein. If Tenant intends to exercise such expenditure option, Tenant shall give written notice (the "Option Exercise Notice") to Landlord to such effect not later than twelve(12) months prior to the tenth(10th) or twentieth(20th) anniversaries of the Commencement Date, as applicable. Promptly upon receipt of such notice by Landlord, the parties shall commence to determine Fair Market Value. No Option Exercise Notice given hereunder by Tenant shall be treated valid or of any force or effect unless same shall clearly and unambiguously exercise Tenant's option with respect to the purchase of the entire Leased Premises demised hereunder and under the UHS Lease as a Reimbursable Expense or Recovery Expense single, concurrent transaction and, for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank withParagraph 34 only, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior reference herein to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure."

Option to Purchase. (i) The District may exercise an option to purchase the Lessor’s interest under the Site Lease and this Lease in the Property by depositing with the Trustee cash and/or Government Obligations as provided in Section 14.01 of the Trust Agreement. In such event, all or a portion of the obligations of the District under this Lease, and the security provided by this Lease for said obligations or said portion of the obligations, shall cease and terminate as provided in Section 4.2 hereof, excepting in the case all of the Lessor’s interest has been purchased, only the obligation of the District to make, or cause to be made, such Lease Payments from such deposit. In the event that Lease Payments and Additional Payments under this Lease have been paid in full, on the Assuming Institution determines that there is a substantial likelihood that continued efforts date of said deposit, the Lessor’s interest in the Property shall revert and transfer to collect a Shared-Loss Asset or an Asset for which a charge-off was effected the District automatically and without further action by the Failed Bank withDistrict or the Lessor, and the Lessor shall execute and deliver such further instruments and take such further action as may reasonably be requested by the District for carrying out the reversion and transfer of the Lessor’s interests in either casethe Property. In the event Lease Payments under this Lease have been paid in part only, a Legal Balance of $5,000,000 or more on the Accounting Records date of said deposit, the District may specify a discrete portion of the Assuming Institution will result Lessor’s interest in an expenditure, after Bank Closing, the Property for reversion and transfer to the District and the Lessor shall execute and deliver such further instruments and take such further action as may reasonably be requested by the District for carrying out the reversion and transfer of funds by on behalf such portion of the Assuming Institution to a third party for a specified purpose (Lessor’s interest in the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denialProperty; provided, that such expenditures portion shall revert and transfer to the District only if the reduction in the fair rental value of the Property effected by such reversion and transfer at the time of such reversion and transfer is proportionately less than or equal to the reduction in the maximum annual Lease Payments under this Lease effected by such purchase. Any such deposit shall be treated as deemed to be and shall constitute a Reimbursable Expense or Recovery Expense, as special fund for the case may be. Notwithstanding the failure payment of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset Lease Payments in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure4.4 hereof.

Option to Purchase. Lessor hereby grants to Lessee the right and option, on any rental payment date, upon sixty (60) days’ written notice to Lessor, to purchase the Leased Premises at a price equal to the amount required to enable Lessor to liquidate the Leased Premises by paying all indebtedness relating to the Leased Premises, including all premiums payable on the redemption thereof and accrued and unpaid interest, and including the proportionate share of the expenses and charges of liquidation, if the Lessor is to be then liquidated. In no event, however, shall such purchase price exceed the capital actually invested in such property by Xxxxxx represented by outstanding securities or existing indebtedness plus the cost of transferring the property and liquidating the Lessor (if the Lessor is to be liquidated). The phrase “capital actually invested” as used herein shall be construed to include, but not by way of limitation, the following amounts expended by the Lessor in connection with the acquisition, construction and financing of the Leased Premises: organization expenses, financing costs, carry charges, legal fees, architects’ and engineers’ fees and reasonable costs and expenses incidental thereto. Upon request of the Lessee made not less than sixty (60) days prior thereto, the Lessor agrees to furnish an itemized statement setting forth the amount required to be paid by the Lessee on the next rental payment date in order to purchase the Leased Premises in accordance with the preceding paragraph. Upon the exercise of the option to purchase granted herein, Lessor will upon payment of the option price deliver, or cause to be delivered, to the Lessee documents conveying to the Lessee, or any entity (including the Town) designated by the Lessee, all of the Lessor’s title to the property being purchased, as such property then exists, subject to the following: (i) those liens and encumbrances (if any) to which title to the property was subject when conveyed to Lessor; (ii) those liens and encumbrances created by the Lessee and to the creation or suffering of which the Lessee consented, and liens for taxes or special assessments not then delinquent; and (iii) those liens and encumbrances on its part contained in this Lease. In the event that of purchase of the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected Leased Premises by the Failed Bank with, in either case, a Legal Balance of $5,000,000 Lessee or more on the Accounting Records conveyance of the Assuming Institution will result Leased Premises to the Lessee or the Lessee’s designee, the Lessee shall procure and pay for all surveys, title searches, abstracts, title policies and legal services that may be required, and shall furnish at the Lessee’s expense all documentary stamps or tax payments required for the transfer of title. Nothing contained herein shall be construed to provide that Lessee shall be under any obligation to purchase the Leased Premises, or under any obligation in an expenditure, after Bank Closing, of funds by on behalf respect to the creditors or security holders of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery ExpenseLessor.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution Bank determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution Bank will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution Bank to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution Bank determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Bank of its consent or denial, that such Module 1 — Whole Bank w/ Loss Share — P&A Florida Community Bank Version 1.12 Immokalee, FL November 17, 2009 112 expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution Bank shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (ia) In Explorer recognizes that Parent and SNFCo each (as it has in the event that past) may in the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset future acquire healthcare businesses (an "Acquisition") which also include an Institutional Pharmacy Business or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institutioninterest therein, the Assuming Institution shall (i) promptly ownership or possession of which would violate the terms of Section 1.1 hereof. Explorer agrees that Parent or SNFCo may make such an Acquisition so notify long as it complies with the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes terms of this Section 2.11.3. The proposed acquiror (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset Parent or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery ExpenseSNFCo, as the case may be. Notwithstanding , the failure "Acquiror") shall, not less than 30 days prior to the proposed closing date of the Receiver Acquisition, give written notice (the "Purchase Notice") to give its consent with respect to Explorer of the terms of such expendituresAcquisition including, the Assuming Institution identity of the seller (the "Seller") and the proposed purchase price for the Acquisition and audited historical financial statements of the Acquisition and of the Institutional Pharmacy Business portion of the Acquisition for a period of three fiscal years prior to the Acquisition to the extent available and otherwise unaudited financial statements. The purchase price for the Institutional Pharmacy Business to be paid by Explorer shall continue be the price specified by the Acquiror ("Purchase Price") in the Purchase Notice, which price shall not exceed an amount equal to administer such Shared-Loss Asset 120 percent of the product of (i) the earnings before interest, taxes, depreciation and amortization for the most recent fiscal year determined in accordance with Section 2.2generally accepted accounting principles consistently applied ("EBITDA") as reflected in the most recent annual financial statement of the Institutional Pharmacy Business portion of the Acquisition and (ii) a fraction, except that the Assuming Institution shall not be required to make such expendituresnumerator of which is the aggregate purchase price for the Acquisition and the denominator of which is the EBITDA for the most recent fiscal year as reflected in most recent annual financial statement of the Acquisition. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver Explorer shall have the right to purchase the Institutional Pharmacy Business portion of the Acquisition by giving written notice to the Acquiror within 15 business days following receipt of the Purchase Notice. Explorer and the Acquiror shall negotiate in good faith regarding the other terms of the purchase of such Shared-Loss Asset or Asset Institutional Pharmacy Business by Explorer with reference to the manner and under the terms and conditions as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect Acquisition and shall execute such documents reasonably required to document such expenditurepurchase.

Option to Purchase. (i) In the event that the Assuming Institution Bank determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution Bank will result in an expenditure, after Bank Closing, expenditure of funds by on behalf of the Assuming Institution Bank to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution Bank determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 500,000 on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Bank of its consent or denial, denial that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution Bank shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution Bank determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution Bank will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution Bank to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution Bank determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Bank of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution Bank shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii2.1 (e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (ia) In Vitalink recognizes that Manor Care and New GranCare each (as it has in the event that past) may in the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset future acquire healthcare businesses (an "Acquisition") which also include an Institutional Pharmacy Business or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institutioninterest therein, the Assuming Institution shall (i) promptly ownership or possession of which would violate the terms of Section 1.1 hereof. Vitalink agrees that Manor Care or New GranCare may make such an Acquisition so notify long as it complies with the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes terms of this Section 2.11.3. The proposed acquiror (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset Manor Care or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery ExpenseNew GranCare, as the case may be. Notwithstanding , the failure "Acquiror") shall, not less than 30 days prior to the proposed closing date of the Receiver Acquisition, give written notice (the "Purchase Notice") to give its consent with respect to Vitalink of the terms of such expendituresAcquisition including, the Assuming Institution identity of the seller (the "Seller") and the proposed purchase price for the Acquisition and audited historical financial statements of the Acquisition and of the Institutional Pharmacy Business portion of the Acquisition for a period of three fiscal years prior to the Acquisition to the extent available and otherwise unaudited financial statements. The purchase price for the Institutional Pharmacy Business to be paid by Vitalink shall continue be the price specified by the Acquiror ("Purchase Price") in the Purchase Notice, which price shall not exceed an amount equal to administer such Shared-Loss Asset 120 percent of the product of (i) the earnings before interest, taxes, depreciation and amortization for the most recent fiscal year determined in accordance with Section 2.2generally accepted accounting principles consistently applied ("EBITDA") as reflected in the most recent annual financial statement of the Institutional Pharmacy Business portion of the Acquisition and (ii) a fraction, except that the Assuming Institution shall not be required to make such expendituresnumerator of which is the aggregate purchase price for the Acquisition and the denominator of which is the EBITDA for the most recent fiscal year as reflected in most recent annual financial statement of the Acquisition. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver Vitalink shall have the right to purchase the Institutional Pharmacy Business portion of the Acquisition by giving written notice to the Acquiror within 15 business days following receipt of the Purchase Notice. Vitalink and the Acquiror shall negotiate in good faith regarding the other terms of the purchase of such Shared-Loss Asset or Asset Institutional Pharmacy Business by Vitalink with reference to the manner and under the terms and conditions as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect Acquisition and shall execute such documents reasonably required to document such expenditurepurchase.

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Shared- Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution Bank determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution Bank will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution Bank to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution Bank determines that there is a substantial likelihood that the previously Module 1 — Whole Bank w/ Loss Share — P&A First Security National Bank Version 1.12 Norcross, GA November 17, 2009 110 mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Bank of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution Bank shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution Bank determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-charge- off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution Bank will result in an expenditure, after Bank Closing, expenditure of funds by on behalf of the Assuming Institution Bank to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution Bank determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 500,000 on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Bank of its consent or denial, denial that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution Bank shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In Contemporaneously, the event that the Assuming Institution determines that there is Landlord and Tenant may have executed a substantial likelihood that continued efforts separate Option to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections)Purchase, which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of gives the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have Tenant the right to purchase such Shared-Loss Asset or Asset as provided the premises upon the terms and conditions contained in Section 2.1(e)(iii), notwithstanding that document. It is agreed that any consent default by the Receiver Tenant under this lease or under the Option to Purchase shall also constitute a default under both instruments. If so, in no case shall Occupancy occur unless and until the entire Option Fee has been paid in full. Irregardless, Rent shall become due and payable starting on the Commencement Date. If Tenant has executed an Option to Purchase Agreement with respect Landlord or one of Landlord’s affiliates, then Tenant also agrees to take the following additional actions during the Lease Term. Excepting if Tenant is a current party to a Chapter 13 Bankruptcy that is less than one year from confirmation or if Tenant is a party to a Chapter 7 bankruptcy which has been discharged less than one year, Tenant shall participate in Landlord’s credit counseling and/or credit repair program described as follows: a) no less than every three months, Tenant shall attend meetings with Landlord’s designated lender (with Landlord present if available) who shall create an agreed “Credit Repair Plan” to improve Tenant’s current credit score. At such expendituremeetings, the parties shall also track Tenant’s compliance with said Credit Repair Plan by ordering updated credit reports, etc. Tenant acknowledges and agrees that it shall pay the Lender approximately $50.00 per meeting to reimburse Lender for its time and third party costs.; b) If Tenant fails to follow the Credit Repair Plan or if Tenant’s credit score does not improve significantly after six months of attending the Credit Plan meetings, then Tenant shall immediately hire a third party, independent entity that specializes in repairing consumer credit and shall provide Landlord with a copy of the contract for such services. Tenant shall act in good faith to make, confirm, and attend all such Credit Plan appointments and take all actions required in a timely fashion in any debt repair contract and understands and agrees that failure to do so shall be a breach of this Lease Agreement. If Tenant is a current party to a Chapter 13 Bankruptcy that is less than one year from confirmation, then upon the one year anniversary date of the confirmation date, then Tenant shall commence attending the above meetings. If Tenant is a party to a Chapter 7 bankruptcy which has been discharged less than one year, then upon the one year anniversary date of discharge therefrom, Tenant shall commence attending the above meeting.

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In consideration of the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance sum of $5,000,000 or more on 100,000 paid by Lessee to Lessor upon execution of this lease, Lessor grants to Lessee an exclusive option to purchase the Accounting Records demised premises during the term of this lease, the Assuming Institution will result last day to effect closing being June 30, 2000. TIME BEING OF THE ESSENCE. The said $100,000 payment is fully earned in an expenditure, after Bank Closing, consideration of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expensessaid option and this lease agreement, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institutionis non-refundable, except if Lessee closes hereunder, the Assuming Institution payment shall be credited as hereinafter set forth. The purchase price shall be for the sum of One Million Two Hundred Thousand (i$1,200,000.00) promptly so notify Dollars, with full credit for the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of $100,000 option monies paid. To exercise this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect said Option to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank withPurchase, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within Lessee shall give Lessor thirty (30) days after written notice of its receipt intent to exercise this option, at which time Lessor shall order, at Lessor's expense, a title insurance commitment, which shall insure the Lessee's purchase in the full amount of such a noticethe purchase price, reflecting the title to be marketable, and free of all liens, encumbrances, or exceptions, except for ad valorem taxes [which are the obligation of Lessee] and matters set forth in the attached Exhibit "A", which are permitted exceptions [the "Permitted Exceptions"], the Receiver existing lease hereinafter identified, and mortgages or other charges which will advise be paid at closing. Lessor shall in addition to paying for owner's title insurance as aforesaid, in a company reasonably acceptable to Lessee, pay for documentary stamps in the Assuming Institution full amount of its consent the transfer, all in the amount of the said purchase price, and shall pay for any corrective documents or denialactions needed to make the title marketable, that such expenditures and consistent with the requirements hereunder, or to otherwise comply with Lessor obligations under this lease agreement. All costs of any mortgage financing by Lessee shall be treated Lessee's sole cost and expense. As to any other transactional costs or charges arising at the time of exercise, they shall be handled as is then the custom as established by the most recently drafted FAR/BAR form real estate contract, except that there shall be no corrective requirements for the physical property, since Lessee is obligated to make all maintenance, treatment, repairs, etc., and there will be no proration of taxes since the same is a Reimbursable Expense Lessee obligation hereunder. Each party represents to the other that neither has dealt with a real estate broker or Recovery Expenseagent incident to the lease agreement evidenced hereby, as or the case may be. Notwithstanding option extended hereunder, and to the failure of the Receiver to give its consent with respect to extent such expendituresrepresentations are not accurate and commissioned liability should arise hereunder, the Assuming Institution party misrepresenting such statement shall continue fully indemnify the other party for all costs, charges and commissions due, including attorneys' fees incident to administer such Shared-Loss Asset said indemnity or the enforcement thereof. Anything herein to the contrary notwithstanding, if Lessee exercises its option on a timely basis and Lessor either cannot, or will not, convey the property by Warranty Deed generally in accordance with Section 2.2this agreement, except that then Lessor shall immediately remit the Assuming Institution full $100,000 option amount, plus interest at the legal rate and this agreement shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditureat an end.

Option to Purchase. (ia) In Subject to the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts provisions of subsection (b) hereof, prior to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank withRevolver Agent's taking any Lien Enforcement Action, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do Revolver Agent shall provide not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records 5 Business Days prior written notice to Noteholders Agent of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as Revolver Agent's intent to take a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its Lien Enforcement Action. For 5 Business Days following receipt of such a noticenotice by Noteholders Agent (the "Option Period"), Noteholders shall have the Receiver will advise right (but not the Assuming Institution of its consent or denialobligation) to purchase from Revolver Agent and the Revolver Lenders all, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expensebut not less than all, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expendituresRevolver Lender Debt, and all of the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2Revolver Loan Documents and all of each Revolver Lender's right, except that title, and interest therein (the Assuming Institution shall not be required to make such expenditures"Purchase Option"). At any time after its during the Option Period, the Noteholders Agent may exercise the Purchase Option on behalf of Noteholders by delivering to Revolver Agent a written notice of the Noteholders' intent to exercise the Purchase Option, in which notice the Noteholders Agent shall specify the date of closing (which shall be a date within the Option Period), provided that Noteholders Agent shall not be entitled to exercise the Purchase Option on behalf of Noteholders if, prior to the Revolver Agent's receipt of such written notice from Noteholders Agent, Revolver Agent has entered into a written agreement with Borrower waiving or curing the Event of Default that gave rise to Revolver Agent's right to accelerate the Revolver Lender Debt or take a Lien Enforcement Action. On the closing date specified in Noteholders Agent's notice of intent to exercise the Purchase Option, each Revolver Lender shall assign all of its right, title, and on interest in, to, and under the Revolver Lender Debt and the Revolver Loan Documents to Noteholders, without recourse or prior warranty (except as set forth herein) upon Revolver Agent's receipt of payment in cash of the purchase price, which shall be equal to the Termination Date amount necessary for Full Payment of the Receiver Revolver Lender Debt, including all principal, Accruals, Enforcement Expenses, and participations in outstanding Letters of Credit procured for the account of any Obligor. Noteholders Agent's notice to Revolver Agent of its intent to exercise the Purchase Option shall have be irrevocable. The consummation of any sale pursuant to the right Purchase Option shall in all events be subject to purchase obtaining any required approval of any court or other regulatory or governmental authority, but each Revolver Lender hereby represents and warrants that, as of the date of this Agreement, it is not aware of any requirement for it to obtain any approval of any court or other regulatory or governmental authority to effect a sale and assignment of its interests in the Revolver Lender Debt and the Revolver Loan Documents to Noteholders under the circumstances described herein. Upon the consummation of any sale pursuant to the Purchase Option, Noteholders (and not any Revolver Lender) shall thereafter be obligated pursuant to the terms of the Revolver Loan Documents. After consummation of any sale pursuant to the Purchase Option and Full Payment of the Revolver Lender Debt in connection therewith, Revolver Agent shall fully reimburse Noteholders for any cash collateral held by Revolver Agent to secure undrawn Letters of Credit included in the calculation of the Revolver Lender Debt 30 days after the expiry date of such Shared-Loss Asset Letters of Credit. Notwithstanding the grant of the Purchase Option pursuant to this Agreement to Noteholders, nothing herein shall restrict any Revolver Lender from assigning or Asset transferring any or all of the Revolver Lender Debt and/or Revolver Loan Documents so long as provided in Section 2.1(e)(iii), notwithstanding any consent such assignee or transferee agrees to be bound by the Receiver with respect to such expenditureterms of this Section 9.

Option to Purchase. (i) In the event that the Assuming Institution Bank determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution Bank will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution Bank to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution Bank determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Module 1 – Whole Bank w/ Loss Share – P&A 000 Xxxxxxxxx Xxxx Xxxxxxx 0.00 Xxxxxxx, XX November 17, 2009 Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Bank of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution Bank shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. In consideration of the Lessee meeting all obligations as stated herein under this lease, the Lessor hereby grants the Lessee an option to purchase under the following terms and conditions: The option price is terms of purchase will be _______________________ dollars (i$_______________________). Xxxxxx understands that time is of the essence in this agreement. The option will expire without notice and be of no further effect if not exercised on or before the ____ day of _______________________, 20____ Lessee shall pay the sum of _______________________ dollars ($_______________________) as a non-refundable option consideration that will be applied toward the purchase price of the property if, and only if, Lessee exercises this option to purchase. In the event that Lessee fails to exercise the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset option or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records defaults under any terms of the Assuming Institution lease, the option will result be void and all monies will be retained by Lessor as liquidated damages and not as a penalty. The option consideration will be refundable only if 1) a pre-closing home inspection by a certified home inspector reveals structural damage in an expenditure, after Bank Closing, excess of funds by on behalf four (4)% of the Assuming Institution option price of the property (provided, however, that lesser damage will be the responsibility of Lessor to a third party for a specified purpose correct prior to closing); or (2) Lessor fails or is unable to meet any of the expenditure of which, obligations set forth in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten the lease option agreement. _______________________ percent (10____%) of the then book value thereof rent paid, pursuant to this lease agreement, will be applied as reflected on additional option consideration to reduce the Accounting Records option price if and only if the Lessee exercises this option to purchase, provided, however, that no payments made after the 15th of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset any month for which a charge-off was effected by the Failed Bank withrent is due, in either caseor for which payment tendered is returned NSF, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as credited towards a Reimbursable Expense reduction in the option price. The option shall be exercised by mailing or Recovery Expense, as delivering written notice to the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or Lessor prior to the Termination Date expiration of this agreement. Notice, if mailed, shall be by certified mail, postage prepaid, to the Receiver Lessor at the address set forth below, and shall be deemed to have been given upon the right day shown on the postmark of the envelope in which such notice is mailed. This purchase option is not contingent upon Xxxxxx’s ability to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by obtain financing from a lender. Personal Property: Said lease shall include the Receiver with respect to such expenditure.following personal property: ____ ________________________________________________________________

Option to Purchase. Prospective Purchaser may, on or before June 1, 2021, notify Owner of its intent to enter into a Disposition and Development Agreement with Owner to purchase the Property for the sum of six hundred fifty thousand dollars ($650,000) and to thereafter develop affordable housing on the Property. Notice to exercise this Option must be made in writing and delivered to Owner on or before June 1, 2021, together with documentation of Prospective Purchaser’s complete and timely submittal of an application, not later than February 4, 2021, to the State of California for Non-Competitive 4% Tax Credits and Tax Exempt Bond Financing for development of The Parcel. Submittal of a complete and timely application shall be a prerequisite to Prospective Purchaser’s exercise of this Option to Purchase. If Prospective Purchaser shall timely exercise this Option to Purchase, the Owner and Prospective Purchaser shall negotiate in good faith a Disposition and Development Agreement that incorporates the terms of this Option, requires commencement of initial site preparation by July 1, 2021, requires commencement of vertical construction in Spring 2022 with a target occupancy date of late 2022, as well as such other terms and conditions that are of mutual satisfaction to both parties as well as all lenders, investors and financing agencies, as applicable. Prospective Purchaser acknowledges that Owner will require the Disposition and Development Agreement to: (i) In reflect the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Sharedland use approvals described in RESOLUTION NO. PEDC 2020-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with07, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense establish the affordability levels for purposes of this Section 2.1. the units comprising the Project; (Where iii) require Prospective Purchaser to develop the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset Project in accordance with Section 2.2, except that the Assuming Institution shall not a schedule of performance to be required to make such expenditures. At any time after its receipt of such a notice and on included in or prior attached to the Termination Date the Receiver shall have Disposition and Development Agreement ; (iii) include the right for Owner to purchase such Shared-Loss Asset repurchase the Property at the price Prospective Purchaser paid Owner for it if construction of the Project has not commenced in accordance with a schedule of performance to be included in or Asset attached to the Disposition and Development Agreement; and (iv) require the recordation of a deed restriction against the Property limiting the maximum rent that may be charged for units of the Project, for Fifty Five (55) years or as provided in Section 2.1(e)(iii), notwithstanding any consent required by the Receiver with respect to such expenditureother Project financing.

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to Lessor shall receive from a third party for at any time during the term of this lease a bona fide offer to purchase the leased premises at a specified purpose (price whether such price be first fixed by Lessor or the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expensesthird party, and Lessor shall decide to sell the same for such expenses will exceed ten percent (10%) amount, Lessor shall promptly give Lessee notice of the then book value thereof as reflected on terms of such offer and of Lessor’s willingness to sell for the Accounting Records price offered, and Lessee shall have the first refusal and privilege of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that purchasing said premises at such expenditure price; such option to be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within exercised within thirty (30) days after its receipt of such a Lessee receives notice from Lessor, by Lessee’s notifying Lessor that it will purchase said premises for the amount specified in said offer. In the event Lessee shall not give Lessor notice, the Receiver will advise the Assuming Institution within said thirty (30) day period, of its consent or denialintention to purchase for the amount specified in said offer, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution Lessee shall not be required obligated to make purchase, and Lessor may thereafter sell said promises to the party making the offer; subject, however, to this lease and to the leasehold estate herein granted and to the extension of this lease herein granted to Lessee. If for any reason said premises are not sold to such expendituresparty, notice of any subsequent bona fide offers, acceptable to Lessor, shall be given to Lessee upon the same terms and conditions for acceptance or rejection as hereinabove provided. At any time after In the event Lessee exercises this Option, the Lessor shall convey title to the real property to the Lessee or its successors or assigns by good and sufficient General Warranty Deed, warranting title to be free and clear of all liens, charges and encumbrances, clouds and defects whatsoever, except for restrictions, reservations, limitations, easements and conditions of record, zoning ordinances and taxes and assessments which are a lien but not due and payable. Within fifteen (15) days from receipt of such the notice of the exercise of this Option, Lessor shall submit a notice copy of the proposed deed to Lessee’s counsel for approval. The closing shall not be more than sixty (60) days following the date of the exercise of the Option nor more than forty-five (45) days following the receipt of a copy of the proposed deed of conveyance if that date be later. All provisions of the Lease shall remain in effect until the date of closing and on or prior Lessor agrees to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided execute, in Section 2.1(e)(iii)recordable form, notwithstanding any consent by the Receiver with respect to such expenditurea cancellation agreement of this Lease.

Option to Purchase. During the Term, Lessee shall have the right, any time after the thirtieth (30th) anniversary of the Initial Occupancy (and whether or not an Event of Default exists) to purchase Lessor’s interest in the Leased Premises (as same is encumbered by this Lease) by providing Lessor with a Notice of the exercise of such right to purchase for an amount (the “Purchase Price”) equal to the difference between (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of One Hundred Million and 00/100 Dollars ($5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections100,000,000.00), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request the sum of (X) all Rent paid by Lessee under this Lease through the date of calculation of the Purchase Price, (Y) all operating costs paid by Lessee and its Affiliates in respect of operating the Leased Premises, the Hotel Project and the Parking Facility and verified to Lessor’s reasonable satisfaction through the date of calculation of the Purchase Price, and (Z) all Project Costs (as defined in the Economic Development Performance Agreement) paid by Lessee and its Affiliates through the date of calculation of the Purchase Price; provided, however, that such expenditure in no event shall the Purchase Price be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than Zero and 00/100 Dollars ($1,000,000 0.00). Closing on such sale shall occur in the Accounting Records City of Arlington, Texas within sixty (60) days of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that date of such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within Notice (but no earlier than thirty (30) days after its receipt of the date of such Notice) on a noticeBusiness Day, time and place selected by Lessee. Lessee shall prepare the Receiver will advise closing documents, at its expense, including the Assuming Institution deed and the assignment of its consent or denialthis Lease, that such expenditures which all shall be treated as in a Reimbursable Expense commercially reasonable form. The City Manager is hereby authorized by Lessor to execute and deliver such closing documents, in recordable form. Lessee shall pay the cost of recording the deed. Upon the expiration or Recovery Expenseearlier termination of this Lease, as Lessee shall automatically be deemed to have exercised its option to purchase Lessor’s interest in the case may be. Notwithstanding Leased Premises unless Lessee waives such option to purchase by written Notice delivered to Lessor no later than thirty (30) Business Days prior to expiration or the failure effective date of an earlier termination of the Receiver Term. Before the closing, Lessor shall remove (or cause to give its consent with respect to such expendituresbe removed) any liens or encumbrances affecting the Leased Premises that result from any intentional and voluntary act committed by Lessor in violation of Section 2.5. In addition, should Lessee exercise the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right option to purchase such Shared-Loss Asset the Leased Premises then the joint booking agreement entered into with the Lessor’s destination marketing organization pursuant to Section 6.9 hereof, shall be extended until the earlier of (i) five (5) years after Lessee’s purchase of the Leased Premises pursuant to this Section 2.3 and (ii) the opening of a Lessor owned or Asset as provided Lessor controlled convention center located in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditureCity of Arlington.

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance Department does not approve of $5,000,000 or more on the Accounting Records any of the Assuming Institution will result in an expenditureterms of Agreement, after Bank Closingincluding without limitation, of funds by on behalf the transfer of the Assuming Institution Collateral to Secured Party or if it is determined that Secured Party is deemed unable to take a third security interest in the Collateral for any reason, the Parties agree that in such situation and upon a continuing Event of Default that has not been cured within the applicable period, that Grantor hereby offers to sell to Secured Party or to Secured Party’s designee an option to Purchase the Collateral, including the License, for the market value of the License (to be determined by a 3rd party for a specified purpose (the expenditure of which, in its best judgment, will maximize collectionsappraisal), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent less the NPV (10%Net Present Value) of the then book value thereof as reflected on outstanding Rent due from the Accounting Records starting time of the Assuming Institutionuncured Event of Default through the remainder of the Term. Previously described NPV shall be reduced by the amount of rent collected from any replacement tenant that covers some or all of the same period of time as the remaining Term and that covers some or all of the Rent for any given time period. Secured Party shall not unreasonably withhold a potential replacement tenant. The discount rate applied in the NPV calculation shall be used for both the remaining tenant lease calculation and the deduction calculation and shall be determined by the aforementioned third party appraiser in said appraisal. Grantor hereby appoints the Secured Party the Grantor’s attorney-in-fact, with full authority in the Assuming Institution shall (i) place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to transfer the Collateral, including the License to Secured Party or Secured Party’s designee. Grantor hereby agrees to promptly so notify the Receiver execute and (ii) request deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that such expenditure may be treated as a Reimbursable Expense necessary or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood desirable, or that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank withSecured Party may request, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver order for Secured Party to exercise and request that such expenditure be treated as a Reimbursable Expense or Recovery Expenseenforce its rights under this Section.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution Bank determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-charge- off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 1,000,000 or more on the Accounting Records of the Assuming Institution Bank will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution Bank to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution Bank determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank may so Module 1 - Whole Bank w/ Loss Share - P&A Guaranty Bank Version 1.05 000 Xxxxxx, Xxxxx June 16, 2009 notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Bank of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution Bank shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. Landlord hereby grants Tenant an option to purchase the Premises and the land as more particularly described in Exhibit B attached hereto (ithe "Property") on November 30, 2012 (the "Closing Date"); provided, that the Internal Revenue Service allows for tax deferred exchanges as of the Closing Date of the type (or the equivalent) allowed by the Internal Revenue Service as of July 1997. In the event Tenant desires to exercise its option to purchase the Property, Tenant shall deliver to Landlord written notice of its intention on or before November 30, 2011, together with a deposit into an escrow of $500,000, which shall be refundable only in the event of a default by Landlord. The purchase price for the Property shall be $6,740,000, all cash. In addition, in the event that Tenant exercises its option to purchase as set forth herein, and Tenant had previously exercised its option to renew the lease as set forth in Section 3 below for a ten year renewal term (and the rent was determined based upon ninety percent of fair market value), Tenant shall reimburse to Landlord on the Closing Date, the positive amount derived, if any, by subtracting the Rent Tenant pays for the ten year renewal term for the period from the beginning of the renewal term up to the Closing Date from ninety-five percent of the fair market rent for a five year renewal term for the period from the beginning of the renewal term up to the Closing Date. Landlord and Tenant agree to execute any and all documents required to transfer the Property to Tenant under the terms of this option. Landlord agrees that title shall be transferred free and clear of all monetary liens, except for current property taxes not yet due and payable, and that title will be insured by an ALTA owners policy with only those other exceptions that Tenant approves. All costs and expenses shall be prorated as of the closing date and Landlord and Tenant shall be responsible for closing costs in accordance with the custom of the county in which the Property is located. In the event that Landlord elects to consummate the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or transaction contemplated herein by virtue of an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records exchange transaction under Section 1031 of the Assuming Institution will result Internal Revenue Code, Buyer shall cooperate with Landlord in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt effecting Landlord's consummation of such a noticetransaction, subject to the Receiver will advise following conditions: a. The period for the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution closing shall not be required extended by such exchange transaction; b. Buyer shall not take title to make any property as part of any such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.exchange transaction;

Option to Purchase. Provided no Event of Default exists on the Call Exercise Date or the closing date, Tenant shall have the option to purchase all but not less than all the Premises (excluding the Ridgewood Facility) by giving Landlord written notice thereof (the "Call Exercise Date") not more than fifteen (15) days before or after the date which is_ fifteen (15) months prior to the end of the then current Term. The purchase price shall be the greater of (a) Landlord's Camelot Investment, Landlord's Lakeview/HillenVale Investment and Landlord's North Hills/Medina Investment, compounded each Lease Year (including any partial Lease Year if the closing does not occur on the last day of a Lease Year) after the commencement date of this Master Lease at a rate of three percent (3%) per Lease Year, or (b) Landlord's Camelot Investment, Landlord's Lakeview/HillenVale Investment and Landlord's North Hills/Medina Investment, compounded each Lease Year (including any partial Lease Year if the closing does not occur on the last day of a Lease Year) after the commencement date of this Master Lease at a rate equal to the actual percentage increase in the CPI each Lease Year during the period of determination. Once the purchase price is so established: (i) In the event parties shall sign the standard sale escrow instructions of a national title company (selected by Landlord and reasonably approved by Tenant) that the Assuming Institution determines that there is a substantial likelihood that continued efforts are in form and substance reasonably satisfactory to collect a Shared-Loss Asset Landlord and Tenant and without representations or an Asset warranties, due diligence or other contingencies in favor of Tenant except as otherwise provide for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose herein; (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten ii) Tenant shall deposit three percent (103%) of the then book value thereof purchase price with the title company, which may be retained by Landlord as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated liquidated damages as a Reimbursable Expense or Recovery Expense for purposes result of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of escrow to close solely for any breach by Tenant of these terms or the Receiver escrow instructions (and which in no way shall liquidate or limit Landlord's damages by reason of any other breach of this Master Lease); (iii) the escrow shall close on the last day of the then current Term, at which time Tenant shall pay the purchase price in cash and Landlord shall deliver title to give its consent with respect each of the Facilities subject only to such expendituresthose title exceptions shown in Exhibit D by customary limited warranty deed and other customary conveyancing documents; and (iv) Tenant shall pay all transaction costs. If Tenant fails to close the escrow for any reason other than a breach by Landlord, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver then Landlord shall have the right to extend the Term for an additional one (1) year period during which the Rent shall be calculated as if on the Call Exercise Date Tenant had instead exercised its right to extend the Term for a Renewal Term." Section 25 of the Master Lease is hereby deleted in its entirety and substituted with the following: "1031 Exchange. Tenant acknowledges that Nationwide Health Properties, Inc. ("NHP") elected to consummate the purchase of the Lakeview Facility and HillenVale Facility as a reverse like-kind exchange within the meaning of Section 1031 of Code (the "Exchange"). Accordingly, NHP entered into a Qualified Exchange Accommodation Agreement (the "QEAA") with an "Exchange Accommodation Titleholder" as that teim is defined in Internal Revenue Service Revenue Procedure 2000-37, 2000-40 I.R.B. 1 (September 15, 2000) for the purpose of effectuating such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iiiExchange. Tenant acknowledges that NHP XxXxxxx, LLC, a Delaware limited liability company ("NHP XxXxxxx"), notwithstanding any consent by rather than NHP, took title to the Receiver Lakeview Facility and HillenVale Facility and leased the Lakeview Facility and HillenVale Facility to NHP pursuant to a written lease (the "Exchange Lease"). NHP XxXxxxx and Landlord acknowledge and agree that Tenant has no obligations under such Exchange Lease and Tenant's only duties, covenants, obligations and liabilities shall be those set forth in this Master Lease and the transaction documents relating thereto to which Tenant is a party. Effective as of December 1, 2006, Landlord completed the Exchange, acquired all of the membership interest in NHP XxXxxxx and terminated the Exchange Lease. Accordingly, NHP XxXxxxx is hereby joined as a "Landlord" under this Master Lease, for the purposes of continuing the lease of the Lakeview Facility and HillenVale Facility to Tenant pursuant to the terms of this Master Lease. Tenant hereby agrees to attorn to and recognize NHP XxXxxxx as a "Landlord" under this Master Lease with respect to such expenditurethe Lakeview Facility and HillenVale Facility."

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver Lessee shall have the right to purchase the Building and all Leasehold Rights and Interests from the Lessor at any time during the term of this Agreement by giving written notice to Lessor, provided, however, if Lessor receives a bona fide firm offer from a third party for the purchase of the Building and acquisition of the Leasehold Rights and Interests over the Premises (“Purchase Offer”) and Lessor provides Lessee with written notice of such Shared-Loss Asset firm offer, then Lessee’s shall have thirty (30) days to exercise its option to purchase under this Section 4 by delivering written notice to Lessor of its intent to do so. If Lessee fails to exercise its option to purchase within such thirty (30) day notice period or Asset as fails to consummate a purchase of the Building and the Leasehold Rights and Interests over the Premises within 60 days of delivery by Lessee to Lessor of notice of its intent to exercise its option to purchase under this Section 4, then Lessee’s option to purchase under this Section 4 shall terminate and Lessor shall have the right to accept such Purchase Offer; provided in that if Lessor does not thereafter consummate, or enter into a binding agreement to consummate, such Purchase Offer within ninety (90) days after the termination of Lessee’s option to purchase under this Section 2.1(e)(iii)4, notwithstanding any consent by the Receiver then Lessee’s option to purchase under this Section 4 shall not terminate with respect to such expenditurePurchase Offer and shall remain in effect. Until the earlier of 10 years from the Effective Date of this Lease or a Change of Control of SunPower, the purchase price for the sale of the Building and acquisition of Leasehold Rights and Interests over the Premises to Lessee shall be the original purchase price for the Building and rental or acquisition cost for the Leasehold Rights and Interests paid by Cypress Semiconductor Corporation, a Delaware corporation and Lessor’s parent company (“Cypress”), plus interest computed using a 30 day LIBOR starting on the date of purchase by Cypress until the sale to Lessee. If Lessee shall exercise its right to purchase the Building and all Leasehold Rights and Interests from the Lessor at any time following the earlier of 10 years from the Effective Date of this Lease or a Change of Control of SunPower, the purchase price for the sale of the Building and acquisition of Leasehold Rights and Interests over the Premises to Lessee shall be adjusted to equal the market value of the Building and the Leasehold Rights and Interests over the Premises (“Adjusted Purchase Price”), which shall be determined in Cypress’s sole discretion by a market analysis of at least three comparable sale prices for similar manufacturing buildings in the area surrounding the Premises. Lessor will consult with Lessee concerning the calculation of any Adjusted Purchase Price at the request of Lessee. In the event the Lessee exercises its option to acquire the Leasehold Rights and Interests over the Premises, the Lessee shall assume all the rights and obligations of Lessor, including any terms, conditions or limitations under its contract of lease with the owner of the Premises.

Option to Purchase. In the event Hospital (including New Facility) (i) In loses its license to operate as a general acute care hospital under Nevada Law, or (ii) Buyer ceases to operate or determines to cease to operate Hospital as general acute care hospital, or (iii) loses its Medicare or Medicaid provider status (each, of the event that foregoing subparagraphs (i) through (iii) shall constitute a "Trigger Event"), it shall promptly notify Seller of such and Seller shall have an option to purchase the Assuming Institution determines that there Hospital, in its sole election, at the then Appraised Value, all as set forth below. With respect to a Trigger Event specified in subparagraph (i) above, Buyer shall have 60 days to fully restore its license (subject to extension, upon Seller's consent, to 120 days), as long as Buyer is a substantial likelihood that continued exercising diligent and sustained efforts to collect restore the license and to otherwise provide or arrange for the provision of hospital services to patients in Elko County. With respect to the Trigger Event specified in subparagraph (iii), Buyer shall have 6 months to fully restore such provider status (subject to extension, upon Seller's consent, to 12 months) as long as Buyer is exercising diligent and sustained efforts to restore the status and is providing hospital services so that no patient is required to pay any amount which they would not have otherwise been required to pay if such provider status had not been lost. Seller's purchase option shall be exercisable within a Shared-Loss Asset 90 day period following its receipt of notice of a Trigger Event (or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records 90 days after expiration of the Assuming Institution will result in an expenditurecure period, if applicable). If Seller exercises such option, Seller shall have 150 days after Bank Closingexercise of its option to pay the Appraised Value. During the period between Seller's exercise of its purchase option and the closing thereof, of funds by on behalf of Seller has the Assuming Institution right to have a third party for a specified purpose (manage the expenditure of which, Hospital and Buyer will cooperate fully in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) operation of the then book value thereof as reflected on the Accounting Records Hospital. Notice by Buyer to Seller of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there Trigger Event is not a substantial likelihood that the previously mentioned situation exists with respect condition precedent to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Seller's exercise of its consent or denial, that such expenditures shall be treated as option hereunder if a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditureTrigger Event actually occurs.

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Module 1 — Whole Bank w/ Loss Share — P&A GULF STATE COMMUNITY BANK Version 2.11B CARRABELLE, FLORIDA October 8, 2010 124 Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 of$5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as as-reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 5,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii2.1 (e )(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event Landlord desires to sell the Project at any time prior to or during the Term, Landlord shall first offer to sell the Project to Tenant. Any such offer to Tenant shall be in writing, shall state the terms and conditions of the sale that Landlord desires to make of the Assuming Institution determines Project or portion thereof, and shall give Tenant a period of not less than fifteen (15) business days to elect to purchase the Project upon the terms and conditions set forth in such offer; provided, that there if any such offer is again made to Tenant prior to the expiration of the six (6) months period during which Landlord may sell the Project to third parties on terms previously offered to Tenant, Tenant shall only have a substantial likelihood that continued efforts period of seven (7) days to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by elect to purchase the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more Project on the Accounting Records of terms and conditions set forth in such subsequent offer. If Tenant elects not to purchase the Assuming Institution will result Project upon the terms and conditions set forth in an expendituresuch offer from Landlord, after Bank Closing, of funds by on behalf of Landlord may sell the Assuming Institution Project or applicable portion thereof to a third party for as long as the terms and conditions of such sale are not materially more favorable (i.e., having a variance of not more than five percent (5%)) to the purchaser than those specified purpose in such offer to Tenant. If Landlord does not consummate the originally proposed transfer within six (6) months after the expenditure expiration of whichthe period during which Tenant shall have the option to elect to exercise such offer to purchase the Project, then Landlord must re-offer the Project to Tenant as provided pursuant to this Section as though no written notice and offer had previously been given. If Tenant elects to accept Landlord's offer to purchase the Project, Tenant and Landlord shall consummate the sale and purchase of the Project in its best judgment, will maximize collectionsaccordance with the terms and conditions of such offer (but in no event shall the closing of each purchase and sale occur prior to the expiration of a reasonable period of time following Tenant's election to purchase the Project without Tenant's prior written consent), at which do time this Lease shall, at the option of Tenant, terminate. If such offer does not constitute Reimbursable Expenses or Recovery Expenses, contain reasonable periods for due diligence and such expenses will exceed ten percent closing (10%) up to but not in excess of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a noticefor due diligence and thirty (30) days to closing), the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver Tenant shall have the right option to include such provisions in the purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditurecontract.

Option to Purchase. (i) The interest of Lessee in any option to purchase all or any part of the Premises contained in the Lease is specifically subordinated to the rights of Bank under the Mortgage and, except as set forth in this paragraph, such option shall not be binding upon Bank, its successors or assigns. In the event that Borrower shall be in default of any of its obligations to Bank in connection with the Assuming Institution determines that there is Note, Bank shall notify Lessee in writing of the existence of such default and of Bank's intent to commence foreclosure proceedings under the Mortgage (such notice being referred to as "Bank's Notice"). Within ninety (90) days following Lessee's receipt of Bank's Notice, Lessee may exercise its option to purchase the Premises set forth in Paragraph 38 of the Lease by notifying Bank in writing of its desire to exercise the option. The purchase price shall not be less than Three Million Two Hundred Thousand Dollars ($3,200,000.00). So long as Borrower delivers to Bank within such ninety (90) day period a substantial likelihood that continued efforts deed to collect the Premises in form and content required by Paragraph 38 of the Lease, Bank shall hold the Deed in escrow pending settlement of the sale of the Premises to Lessee, which shall occur within forty-five (45) days after Lessee's exercise of the option, and Bank shall postpone the Sheriff's Sale of the Premises for a Shared-Loss Asset or an Asset sufficient length of time to permit Lessee to purchase the Premises. At settlement Bank shall deliver the deed to Lessee for which a charge-off was effected recording and Lessee shall deliver the purchase price to Borrower, whereupon Borrower shall repay all indebtedness to Bank secured by the Failed Mortgage and all customary closing costs, and shall be permitted to retain the balance of any sales proceeds. If Borrower fails to deliver the Deed to Bank withwithin ninety (90) days following Lessee's receipt of Bank's Notice, in either case, a Legal Balance of $5,000,000 or more on Bank shall proceed with the Accounting Records Sheriff's Sale of the Assuming Institution will result in an expenditure, after Bank Closing, Premises and settlement of funds by on behalf Lessee's purchase of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution Premises shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within occur within thirty (30) days after its receipt of the Sheriff's Sale or such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated later date as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure Sheriff's Deed shall have been issued in respect of the Receiver Premises. Instead of exercising its option to give its consent with respect to such expenditurespurchase the Premises as set forth in paragraph 38 of the Lease, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver Lessee shall have the right option, exercisable within ninety (90) days following Lessee's receipt of Bank's Notice, to purchase such Shared-Loss Asset or Asset as provided the Loan from Bank for a purchase price equal to all sums due and payable to Bank under the Loan (the "Loan Purchase Option"). Lessee shall exercise the Loan Purchase Option by notifying Bank in Section 2.1(e)(iii)writing of its exercise of its intent to do so within ninety (90) days following Lessee's receipt of Bank's Notice. Within fifteen (15) days after Lessee's exercise of the Loan Purchase Option, notwithstanding Lessee shall make a cash payment to Bank in an amount equal to the entire amount then due under the Loan and Bank shall then and there transfer, endorse, assign and deliver, without recourse, to Lessee the Note, the Mortgage and all other documents relating to the Loan and any consent by and all further documents and instruments reasonably required to complete the Receiver full transfer to Lessee of the Note, the Mortgage and all other documents relating to the Loan and all rights of Bank with respect to such expenditurethereto.

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified 111 purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution Bank determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution Bank will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution Bank to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution Bank determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the 119 Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Bank of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution Bank shall continue to administer such Shared-Loss Asset in accordance with with, Section 2.2, except that the Assuming Institution Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution Bank determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution Bank will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution Bank to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution Bank determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the CENTURY BANK, A FEDERAL SAVINGS BANK SARASOTA, FLORIDA 106 Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Bank of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution Bank shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. If the Lessee is in compliance with the terms of this Lease, the Second Amended OPA, including but not limited to the Covenant Agreement, the Scope of Development, the Schedule of Performance and all plans approved pursuant to the Second Amended OPA and if the Lessee has entirely completed construction of the Improvements and has received a Certificate(s) of Completion from the Commission relative to the appropriate Improvements and each of them, then the Lessee shall have an option to purchase the Demised Premises or a portion of them as designated in Exhibit E hereto, and all of the Commission's right, title and interest therein, in consideration for which the Lessee has agreed to pay the Supplemental Rent in accordance with Section 310 hereof and has paid the Commission the sum of $1.00, receipt of which is hereby acknowledged. The price for the Demised Premises shall be the Initial Demised Premises Value or the appropriate portion as described in Exhibit E in the event that the option is exercised, as described below, before the earlier of (i) seven (7) years after the commencement of Sub-Term B or (ii) the period of time prior to the Lessee's receiving a fifteen percent (15%) cumulative cash on cash return as to the Demised Premises or appropriate portion thereof. In the event that the Assuming Institution determines that there option is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by exercised after such time, then the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on purchase price shall be the Accounting Records fair market value of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof Demised Premises as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset determined in accordance with the third paragraph of Section 2.2302 herein as of the date of purchase. In the event Lessee exercises the foregoing option within 7 years after the commencement of Sub-Term B but after the time the Lessee has received a fifteen percent (15%) cumulative cash on cash return as to the Demised Premises or the appropriate portion thereof as described in Exhibit E, except that then the Assuming Institution purchase price shall not be required the fair market value of the Demised Premises as so determined, but in no event shall such purchase price be less than the Initial Premise value or more than an amount which will cause Lessee to make continue to receive a fifteen percent (15%) cumulative cash on cash return as to the Demised Premises or such expendituresportion thereof after such purchase, assuming all other elements of the cash on cash formula (as calculated in Exhibit C) remain the same as before the purchase. At any time after its receipt of such a notice and on or The option may be exercised only in writing received by the Commission no less than 120 days prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expendituredate of proposed purchase.

Option to Purchase. (i) In the event that the Assuming Institution Bank determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 1,000,000 or more on the Accounting Records of the Assuming Institution Bank will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution Bank to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution Bank determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Bank of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution Bank shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) The District may exercise an option to purchase the Lessor’s interest under the Site Lease and this Lease in the Property by depositing with the Trustee cash and/or Government Obligations as provided in Section 14.01 of the Trust Agreement. In such event, all or a portion of the obligations of the District under this Lease, and the security provided by this Lease for said obligations or said portion of the obligations, shall cease and terminate as provided in Section 4.2 hereof, excepting in the case all of the Lessor’s interest has been purchased, only the obligation of the District to make, or cause to be made, such Lease Payments from such deposit. In the event that Lease Payments, Reserve Replenishment Rent, and Additional Payments under this Lease, and any other amounts owed to the Assuming Institution determines that there is a substantial likelihood that continued efforts Insurer or Reserve Insurer, have been paid in full, on the date of said deposit, the Lessor’s interest in the Property shall revert and transfer to collect a Shared-Loss Asset or an Asset for which a charge-off was effected the District automatically and without further action by the Failed Bank withDistrict or the Lessor, and the Lessor shall execute and deliver such further instruments and take such further action as may reasonably be requested by the District for carrying out the reversion and transfer of the Lessor’s interests in either casethe Property. In the event Lease Payments under this Lease have been paid in part only, a Legal Balance of $5,000,000 or more on the Accounting Records date of said deposit, the District may, with the written consent of the Assuming Institution will result in an expenditureInsurer, after Bank Closing, of funds by on behalf specify a discrete portion of the Assuming Institution Lessor’s interest in the Property for reversion and transfer to a third party the District and the Lessor shall execute and deliver such further instruments and take such further action as may reasonably be requested by the District for a specified purpose (carrying out the expenditure reversion and transfer of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) portion of the then book value thereof as reflected on Lessor’s interest in the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denialProperty; provided, that such expenditures portion shall revert and transfer to the District only if the reduction in the fair rental value of the Property effected by such reversion and transfer at the time of such reversion and transfer is proportionately less than or equal to the reduction in the maximum annual Lease Payments under this Lease effected by such purchase. Any such deposit shall be treated as deemed to be and shall constitute a Reimbursable Expense or Recovery Expense, as special fund for the case may be. Notwithstanding the failure payment of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset Lease Payments in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure4.4 hereof.

Option to Purchase. (i) In the event that the Assuming Institution Bank determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution Bank will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution Bank to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution Bank determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Module 1 – Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 118 Republic Federal Bank, N.A. Miami, FL Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Bank of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution Bank shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.. 118

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt while this lease is in effect, NEWCREST may, by notice to LESSOR, elect to purchase all of such a notice LESSOR'S right, title and on or prior interest in and to the Termination Date Subject Property for a total purchase price of $2,000.000.00. The price shall be exclusive of and in addition to the Receiver shall have Initial Payment and all of the right rental payments provided for in Section 2 of this lease. Any rentals not paid at the time NEWCREST elects to purchase such Shared-Loss Asset or Asset as provided LESSOR'S interest shall be paid in Section 2.1(e)(iii)full along with the purchase price. The purchase of the property shall be consummated no later than thirty days after the date of receipt by LESSOR of the notice from NEWCREST exercising the Purchase Option, notwithstanding any consent at a time and place agreed upon by the Receiver parties. At the closing of the purchase of the Subject Property, NEWCREST shall deliver to LESSOR $2,000.000.00 plus the amount of any unpaid rentals in immediately available funds, and LESSOR shall deliver to NEWCREST a deed conveying to NEWCREST all of LESSOR'S right, title and interest in and to the Subject Property together with respect all rights-of-way, easements, improvements, structures, fixtures and all other property rights appurtenant to such expenditureand/or owned or used by LESSOR in connection with the described real property, and any right, title and interest in and to any adjoining or adjacent roads or rights-of-way, all vacated roads and rights of way, all strips and gores of land adjoining the land, and all water and water rights appurtenant to the property unless otherwise specifically excluded; subject to and provided, however, that LESSOR shall retain and reserve for itself a 2-1/2% Gross Production Royalty, as defined in Exhibit A attached hereto, and paid in the manner described in Exhibit B attached hereto, on any minerals sold by Newcrest that were mined within the surface boundaries of the Subject Property extended downward vertically. As of the time of the closing, the Subject Property shall be free and clear of all liens and encumbrances. NEWCREST shall pay all closing costs. Upon the closing of the purchase of the Subject Property, this Lease shall automatically be terminated effective as of the date of the closing, provided, however, that all representations and warranties made by the LESSOR hereunder shall survive closing and delivery of the deed.

Option to Purchase. The Lessor grants the Lessee an Option to Purchase the building at a price of TWO MILLION TWO HUNDRED AND TWENTY FIVE THOUSAND (i$2,225,000.00CDN) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts CANADIAN DOLLARS. Said Option to collect a Shared-Loss Asset or an Asset for which a charge-off was effected Purchase shall be exercised by the Failed Bank withLessee, in either casewriting, a Legal Balance of $5,000,000 or more on by no later than June 30th, 2000, failing which the Accounting Records Option to Purchase shall be null and void. The Closing Date of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf Purchase of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution building shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt the date of notice of the exercising of the Option to Purchase, it being understood that the latest Closing Date shall be July 31st, 2000. Should the Lessee elect under the Option to Purchase to purchase the building, the Lessor shall credit the Purchaser on the Statement of Adjustment with Fifty (50%) Percent of the Basic Rent paid as at the Date of Closing, it being understood that the maximum credit shall be Fifty (50%) Percent of six (6) months of Basic Rent. Should the Lessee not elect to exercise the Option to Purchase as detailed above, the Lessee shall by June 30th, 2000 advise the Lessor, in writing, that it wishes to avail itself of a ONE HUNDRED THOUSAND ($100,000.00CDN) CANADIAN DOLLARS, plus GST, Leasehold Improvement Allowance to be provided by the Lessor. Upon the Lessor's approval of the leasehold improvements plans, to be submitted by the Lessee to the Lessor, and upon the Lessor receiving evidence of full payment of such a noticeleasehold improvements by the Lessee, the Receiver will advise Lessor shall provide to the Assuming Institution Lessee payment of its consent or denialOne Hundred (100%) Percent of the amount of the leasehold improvements to a maximum of ONE HUNDRED THOUSAND ($100,000.00CDN) CANADIAN DOLLARS, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expenseplus GST, subject to the following: - The provision by the Lessee to the Lessor of an Occupancy Permit from the City of Calgary, as the case may be. Notwithstanding the failure built floor plans evidence of the Receiver to give its consent with respect to such expendituresamount spent and a Statutory Declaration by the Lessee that all workmen have been paid, the Assuming Institution shall continue to administer such Shared-Loss Asset all work was done in accordance with Section 2.2, except applicable building codes and all work was done in a good and workmanlike manner. - The Leasehold Improvement Allowance shall only be payable for leasehold improvements of a non-moveable nature and for which the Lessee has served notice to the Lessor that such improvements are to qualify for the Assuming Institution leasehold improvement allowance and they shall not be required subject to make a security interest with a third party and shall include all tenant improvements of such expendituresnature since the date of commencement of the term hereunder. At any time after its - Notice requests by the Lessee to the Lessor for payment of the leasehold improvement allowance must be no less than Twenty Five Thousand ($25,000.00CDN) Canadian Dollars (to a cumulative maximum of $100,000.00CDN plus GST). Subject to the Lessor's approval of such requests, the Lessor shall provide payment to the Lessee within thirty (30) days of receipt of such a notice and on or prior the request. - The Lessee providing the Lessor the sum of Fifty Thousand ($50,000.00CDN) Canadian Dollars as additional security of tenure. In the event that the Lessee's request for payment of the leasehold improvement allowance is less that One Hundred Thousand ($100,000.00CDN) Canadian Dollars, (plus GST), the Lessee shall provide to the Termination Date Lessor, with said request, funds equal to seventy-five (75%) percent of the Receiver shall have the right total funds requested (subject to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iiia cumulative maximum of $50,000.00CDN), notwithstanding any consent as additional security of tenure. The Lessor shall refund to the Lessee twenty-five (25%) percent of the sum of the additional security paid by the Receiver Lessee to a maximum of Twelve Thousand Five Hundred ($12,500.00CDN) Canadian Dollars plus interest of five (5%) percent per annum on the amount remaining with respect the Lessor, said amount to such expenditurebe paid annually to the Lessee commencing December 01, 2001, subject to the lease being in good standing.

Option to Purchase. (i) In Contemporaneously, the event that the Assuming Institution determines that there is Landlord and Xxxxxx may have executed a substantial likelihood that continued efforts separate Option to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections)Purchase, which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of gives the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have Tenant the right to purchase such Shared-Loss Asset or Asset as provided the premises upon the terms and conditions contained in Section 2.1(e)(iii), notwithstanding that document. It is agreed that any consent default by the Receiver Tenant under this lease or under the Option to Purchase shall also constitute a default under both instruments. If so, in no case shall Occupancy occur unless and until the entire Option Fee has been paid in full. Irregardless, Rent shall become due and payable starting on the Commencement Date. If Xxxxxx has executed an Option to Purchase Agreement with respect Landlord or one of Landlord’s affiliates, then Xxxxxx also agrees to take the following additional actions during the Lease Term. Excepting if Tenant is a current party to a Chapter 13 Bankruptcy that is less than one year from confirmation or if Tenant is a party to a Chapter 7 bankruptcy which has been discharged less than one year, Tenant shall participate in Landlord’s credit counseling and/or credit repair program described as follows: a) no less than every three months, Tenant shall attend meetings with Landlord’s designated lender (with Landlord present if available) who shall create an agreed “Credit Repair Plan” to improve Tenant’s current credit score. At such expendituremeetings, the parties shall also track Tenant’s compliance with said Credit Repair Plan by ordering updated credit reports, etc. Tenant acknowledges and agrees that it shall pay the Lender approximately $50.00 per meeting to reimburse Lender for its time and third party costs.; b) If Tenant fails to follow the Credit Repair Plan or if Xxxxxx’s credit score does not improve significantly after six months of attending the Credit Plan meetings, then Tenant shall immediately hire a third party, independent entity that specializes in repairing consumer credit and shall provide Landlord with a copy of the contract for such services. Tenant shall act in good faith to make, confirm, and attend all such Credit Plan appointments and take all actions required in a timely fashion in any debt repair contract and understands and agrees that failure to do so shall be a breach of this Lease Agreement. If Tenant is a current party to a Chapter 13 Bankruptcy that is less than one year from confirmation, then upon the one year anniversary date of the confirmation date, then Tenant shall commence attending the above meetings. If Tenant is a party to a Chapter 7 bankruptcy which has been discharged less than one year, then upon the one year anniversary date of discharge therefrom, Tenant shall commence attending the above meeting.

Option to Purchase. (a) So long as no Event of Default shall have occurred and then be continuing hereunder, Landlord does hereby give and grant to Tenant the option to purchase all, but not less than all, of the Leased Premises for a purchase price (the "Purchase Price") equal to the Offer Amount only on any date (an -------------- "Option Purchase Date") occurring during the period (i) In commencing two months --------------------- prior the event that (A) maturity date of the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset initial Loan or an Asset for which a charge-off was effected by the Failed Bank withmaturity date of any subsequent ten (10) year Loan (in any case, the "Loan Maturity Date") and ending the Loan Maturity Date, or (ii) commencing two months prior the scheduled Expiration Date of the initial Term or any Renewal Term and ending on the applicable Expiration Date, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result which date is mutually agreeable to Landlord and Tenant, but in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose any event not sooner than fifteen (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (3015) days after its the Fair Market Value Date; provided that, it is the intent of the parties hereto that the Option Purchase Date shall occur during the refinance period of any such Loan, so that such Loan can be repaid at par and the parties hereto agree to cooperate with each other in respect thereof; provided further, that, in no event shall the Option Purchase Date occur after the Expiration Date of the initial Term of this Lease unless Tenant shall have executed written agreement acceptable to Landlord extending such Term to the date of the actual closing of the purchase of the Leased Premises as contemplated herein. If Tenant intends to exercise such option, Tenant shall give written notice to Landlord to such effect (the "Option Notice") not later than six (6) months prior to either ------------- (A) the tenth (10th) anniversary of the First Basic Rent Payment Date, or (B) the scheduled Expiration Date, as applicable. Promptly upon receipt of such a noticenotice by Landlord, the Receiver will advise the Assuming Institution of its consent or denialparties shall commence to determine Fair Market Value. NOTWITHSTANDING THE FOREGOING, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditureTENANT HEREBY ACKNOWLEDGES AND AGREES THAT TIME SHALL BE OF THE ESSENCE WITH RESPECT TO THE TIMING OF THE DELIVERY OF THE OPTION NOTICE BY TENANT.

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf 120 of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution determines that there is Securities owned by a substantial likelihood that continued efforts Management Investor (or his Permitted Transferees) shall be subject to collect a Shared-Loss Asset sale or an Asset for which a charge-off was effected other transfer by the Failed Bank with, in either case, a Legal Balance reason of $5,000,000 or more on the Accounting Records any of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to following events (a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall "Nonvolitional Event"): (i) promptly so notify the Receiver and bankruptcy or insolvency proceedings, whether voluntary or involuntary, or (ii) request that a divorce (whether in connection with a settlement of the divorce or entry of a decree or judgment of divorce), or (iii) distraint, levy, execution or other involuntary transfer, then the Management Investor (and his Permitted Transferees) shall give Holdings Corp. written notice thereof ("Involuntary Transfer Notice") promptly upon the occurrence of such expenditure be treated as a Reimbursable Expense Nonvolitional Event, which Involuntary Transfer Notice shall state the terms of such proposed sale or Recovery Expense for purposes other transfer, the identity of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that proposed purchaser or other transferee, the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset price or an Asset other consideration, if readily determinable, for which a charge-off was effected by the Failed Bank withSecurities are proposed to be sold or transferred, in either case, a Legal Balance and the number of less than $1,000,000 on Securities to be sold or transferred (the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after "Involuntarily Transferred Securities"). After its receipt of the Involuntary Transfer Notice or, failing such a noticereceipt, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt Holdings Corp. otherwise obtains actual knowledge of such a notice and on proposed sale or prior to the Termination Date the Receiver other transfer, Holdings Corp. and/or its designee(s) shall have the right and option to purchase all, but not less than all, of the Involuntarily Transferred Securities, such option to be exercisable at any time within 120 days after receipt of the Involuntary Transfer Notice or, failing such receipt, after Holdings Corp. otherwise obtains actual knowledge of such a proposed sale or other transfer. In the event that Holdings Corp. and/or its designee(s) does not elect to purchase all such Involuntarily Transferred Securities, the Management Investor (or his Permitted Transferees) shall give notice of such failure to the other Investors, and the other Investors shall thereupon have the right and option to purchase in the aggregate all, but not less than all, the Involuntarily Transferred Securities not to be purchased by Holdings Corp. and/or its designee(s) and may give notice to the Management Investor (or his Permitted Transferees) (with a copy to Holdings Corp.) of such intention at any time not later than 45 days after the date on which such notice is sent by the selling Management Investor (or his Permitted Transferees) to such other Investors. Each electing Investor shall indicate the number of Involuntarily Transferred Securities it desires to purchase. If the other Investors elect to purchase an aggregate number of Involuntarily Transferred Securities in excess of the number of Involuntarily Transferred Securities which Holdings Corp. and/or its designee(s) did not elect to purchase, the Involuntarily Transferred Securities shall be allocated among the other Investors who desire to purchase such Shared-Loss Asset or Asset as provided Involuntarily Transferred Securities in accordance with the allocation provisions which are set forth in Section 2.1(e)(iii6.3(a)(i). Promptly upon determining the number of the Involuntarily Transferred Securities which each purchasing Investor will purchase and the purchase price thereof, notwithstanding any consent by Holdings Corp. shall send notices thereof to the Receiver with respect to such expenditureManagement Investor and each of the purchasing Investors.

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.. Module 1 – Whole Bank w/ Loss Share – P&A Western Commercial Bank Version 2.10B Woodlands Hills, California September 22, 2010 123

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not Module 1 – Whole Bank w/ Loss Share – P&A Xxx Xxxx Xxxxxx Xxxx Xxxxxxx 0.00 Xxx Xxxx, Xxx Xxxx February 24, 2010 110 constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. The following section is hereby added as Paragraph 48 of the Lease: Tenant shall have a one-time option to purchase the Premises, including all right, title and interest of Landlord in the Underlying Real Property (collectively "Property"), free and clear of any monetary liens or encumbrances except (i) any liens for then current property taxes or supplemental taxes or (ii) any liens or other items caused to be of record by Tenant anytime during the Term upon not less than nine (9) months prior written notice to Landlord ("Option to Purchase"). The terms of the Option to Purchase shall be as follows: The purchase price shall be calculated by taking the "Blended Annual Income" over the term of the Lease and dividing it by a capitalization rate of 8.375%. The Blended Annual Income shall be defined as the annual effective Base Monthly Rent, or equivalent rent, due to Landlord from all Leases in the building from the Commencement Date until the Expiration Date of this Lease. The annual effective Base Monthly Rent, or equivalent rent, shall be calculated in all instances on a net basis, consistent with the terms of this Lease. In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts vacancy at the time Tenant exercises the Option to collect Purchase or there will be a Shared-Loss Asset or an Asset for which a charge-off was effected by vacancy anytime during the Failed Bank withTerm of this Lease, in either case, a Legal Balance of $5,000,000 or more on then the Accounting Records Tenant's effective Base Monthly Rent per square foot over the entire Term of the Assuming Institution will result in an expenditure, after Bank Closing, Lease shall be used to determine the income from the vacant space for the period of funds by on behalf vacancy. In the event there is a lease of the Assuming Institution Expansion Space, or a portion thereof, which terminates prior to a third party the expiration of this Lease, then for a specified purpose purposes of calculating the purchase price, the Tenant's effective Base Monthly Rent per square foot shall be used to determine the income from such space for that period during which such space will be vacant. In addition, if the vacancy is an unimproved space (the expenditure of which, in its best judgment, will maximize collectionsshell condition), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) then the aggregate of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver a $20.00 per square foot tenant improvement allowance and (ii) request that all market leasing commissions which would be necessary in an arm's length transaction, to lease such expenditure vacant space shall be treated as a Reimbursable Expense or Recovery Expense deducted from the purchase price. Notwithstanding Tenant's Option to Purchase, Landlord shall have the right to market the Property for purposes sale at any time during the Term of this Section 2.1Lease provided, however, Tenant shall have a right of first offer as follows: If Landlord elects to market the property, Landlord shall notify Tenant 8 in writing, and Tenant shall have forty-five (45) days in which to notify Landlord in writing of its decision to exercise the Option to Purchase in accordance with the terms and conditions outlined above. If Tenant fails to exercise its Option to Purchase, then Tenant shall not have the right to exercise its Option to Purchase for a period of one (Where 1) year beginning on the Assuming Institution determines that there date Landlord notifies Tenant of its intention to market the Property. If the property is sold to an independent third party during such one (1) year period, then Tenant's Option to Purchase shall terminate and be of no further force and effect. If Landlord fails to sell the Property during such one (1) year period, Tenant shall thereafter have the right to exercise its Option to Purchase subject to the same condition concerning Landlord's right to market contained herein. Upon exercise of Tenant's Option to Purchase, Landlord and Tenant, for a substantial likelihood that period of at least thirty (30) days, agree to negotiate in good faith a purchase agreement for Tenant's acquisition of the previously mentioned situation exists with respect to continued Property from Landlord. If Landlord and Tenant, after good faith efforts to collect negotiate a Shared-Loss Asset or an Asset mutually acceptable purchase agreement, are unable to execute a mutually acceptable purchase agreement for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records Tenant's acquisition of the Assuming Institution, Underlying Real Property and the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within Premises within thirty (30) days after its Landlord's receipt of such Tenant s notice to exercise the Option to Purchase, Tenant's Option to Purchase shall terminate and be of no further force and effect. At the request of Tenant, Landlord shall deliver to Tenant a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure memorandum of the Receiver Option to give its consent with respect Purchase described herein in recordable form. It specifically is the intent of the parties that upon expiration or termination of the Option to such expendituresPurchase without the Option to Purchase having been effectively exercised, or termination of the Assuming Institution shall continue Option to administer such Shared-Loss Asset in accordance with Section 2.2Purchase pursuant to this Lease or by mutual agreement, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver Tenant shall have the no further right to purchase the Property and no other interest in the Property except as set forth in the Lease. If there should at any time arise the need for a quitclaim deed or any other further instrument to fully carry out this intent, Tenant covenants and agrees that it shall, within five (5) days of any request therefor, duly execute, acknowledge and deliver to Landlord such Shared-Loss Asset quitclaim deed or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by other further instrument or instruments. The provisions of this section shall survive the Receiver with respect to such expendituretermination of this Lease.

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best 122 judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. If the Transaction does not close, in consideration for making advances under the Note, Occidental will have the option, exercisable for ninety (i90) In days after the event that the Assuming Institution determines that there is closing of a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected Replacement Transaction by the Failed Bank withCompany, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten purchase up to three percent (103%) of the then book value thereof as reflected on the Accounting Records outstanding capital stock of the Assuming Institution, surviving entity in such transaction (in addition to the Assuming Institution shall right to purchase Series A Preferred Stock or the Alternate Consideration) at a price per share equivalent to the lower of (i) promptly so notify the Receiver quotient of (A) the closing price per share of the Common Stock on the day preceding the closing date of such transaction and (B) the number of shares of capital stock of the surviving entity into which each share of Common Stock was converted in such transaction (which number shall be deemed to be one if the Common Stock was not converted in such transaction) (the “Conversion Ratio”) and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes the quotient of this Section 2.1. (Where A) the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records average of the Assuming Institution, closing price for each of the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) trading days after its receipt immediately preceding the date on which the Company announces such transaction and (B) the Conversion Ratio, payable, in part, through cancellation of the Note. The “closing price” for each day shall be the last reported sales price or, in case no such a noticereported sales take place on such day, the Receiver will advise average of the Assuming Institution closing bid and asked prices for such day, in each case as reported by the American Stock Exchange, or if such last sale price is not so reported by the American Stock Exchange, or if no such sale takes place on such day, the mean between the closing bid and asked prices for the Common Stock as reported by the American Stock Exchange. If the shares of its consent or denialCommon Stock are not reported by the American Stock Exchange, that such expenditures the “closing price” for each day shall be treated as a Reimbursable Expense or Recovery Expensethe last reported sales price or, as in case no such reported sales take place on such day, the case may be. Notwithstanding the failure average of the Receiver to give its consent closing bid and asked prices for such day, in each case as reported by the national exchange on which the Common Stock is traded. For the purpose hereof, trading day shall mean a day on which the specified securities exchange shall be open for business or, if the shares of Common Stock shall not be listed on such exchange for such period, a day with respect to such expenditures, which quotations of the Assuming Institution character referred to in the next preceding sentence shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditurereported.

Option to Purchase. Provided no Event of Default shall have occurred and be continuing, and no facts exist which, if not cured, with the passage of time would constitute an Event of Default, upon the expiration of the Initial Term, Lessees shall have the option to purchase all (but not less than all) of the Signature Facilities subject to this Lease at the time of purchase, upon the following terms and conditions: (a) the option to purchase shall be exercisable only by Notice to Lessor at least one hundred and twenty (120) days prior to the date upon which Lessees wish to close such purchase, which date shall be specified in such Notice; (b) the purchase price shall be the greater of (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more Fair Market Value on the Accounting Records closing date of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution Signature Facilities which are to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver be purchased and (ii) request that Omega's Signature Facilities Investment; (c) title to the Signature Facilities shall be conveyed to Lessees or their nominee by Special Warranty Deed or Deeds in the same form as title to the Signature Facilities was conveyed to Lessor, and Lessor shall make no other warranties or representations concerning title to or the condition of the Signature Facilities; (d) with the exception of prorations to account for Effective Dates which do not occur on the first day of the calendar month, prepaid Rent or Additional Charges allocable to the purchased Facilities there shall be no prorations of any costs or expenses, all of which, except for the fees and expenses of Lessor's counsel, shall be borne by Lessor; (e) the purchase price shall be paid to Lessor by wire transfer of immediately available funds to the account to which Rent is payable hereunder or such expenditure be treated other account as a Reimbursable Expense or Recovery Expense for purposes Lessor may specify by Notice to Lessees; (f) upon their exercise of this Section 2.1. option to purchase, Lessees shall be obligated to close the purchase of the Signature Facilities on the date specified in the Notice, and their failure to do so shall without further Notice constitute an Event of Default hereunder; and (Where g) upon payment of the Assuming Institution determines that there is a substantial likelihood that purchase price and delivery of the previously mentioned situation exists with respect Deed or Deeds as provided herein, this Lease shall terminate as to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected the Signature Facilities, the Minimum Rent due hereunder thereafter shall be reduced by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records amount of the Assuming InstitutionMinimum Rent for the Signature Facilities, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior Additional Charges attributable to the Termination Date the Receiver Signature Facilities shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditurecease.

Option to Purchase. (i) In the event that the Assuming Institution Bank determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution Bank will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution Bank to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution Bank determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for Orion Bank which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Bank of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution Bank shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. Lessee shall have a right of first refusal during the Lease term or renewal term to purchase the Premises and Lessor shall not enter into a purchase contract or similar agreement for the Premises without given written notice to Lessor, as provided herein. At such time as Lessor is ready to sell the Premises, Lessor shall give written notice to Lessee (i"Lessor's Notice") of the terms and conditions of the terms and conditions of such proposed purchase along with a photocopy of a bona fide offer and counteroffer, if any, duly executed by the prospective purchase and Lessor. Lessee shall have a period of fifteen (15) business days after receipt of the Lessor's Notice in which to elect to exercise its right of first refusal to purchase on the terms and conditions set forth in the Lessor's Notice. If Lessee does not exercise its right of first refusal, then Lessor may sell the Premises to the purchaser on the proposed terms and conditions set forth in Lessor's Notice. In the event that Lessor does not consummate a sale with the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more proposed purchaser on the Accounting Records terms and conditions provided in Lessor's Notice (or on terms no more favorable to such purchaser) within five (5) months of Lessee's receipt of Lessor's Notice, this right of first refusal shall again apply in the manner set forth herein. Lessee's decision (or its deemed decision) not to exercise its right of first refusal following receipt of the Assuming Institution will Lessor's Notice shall not result in an expendituretermination of or otherwise affect Lessee's option granted in Paragraph 54 hereunder. Lessor hereby grants to Lessee the exclusive right and option to purchase the Premises (including the existing cranes, crane ways, and other fixtures in the building) at any time after Bank Closing, of funds by on behalf the second anniversary of the Assuming Institution Commencement Date and prior to Expiration Date of the Lease, as may be extended. The Option shall be exercised, if at all, by written notice from Lessee to Lessor stating Lessee's unconditional election to acquire the Premises and all improvements (the "Option Notice"). Upon Lessee's delivery of the Option Notice, Lessor will be obligated to sell to Lessee and Lessee will be obligated to purchase from lessor at the Closing within ninety (90) days of the Option Notice, the Premises. The purchase price shall be determined by having the Lessor and Lessee each name one appraiser competent to appraise the value of the Premises and if the two appraisers cannot agree upon a value within (30) days, they shall appoint a third party for a specified purpose (appraiser and the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) decision of the then book value thereof as reflected on majority shall be binding upon all parties. The appraisers shall separately appraise the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense cranes for purposes of this Section 2.1. (Where determining the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery ExpensePremises' fair market value.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not Bank of Hiawassee Hiawassee, Georgia 117 constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. Provided no uncured default by Tenant of any of the provisions or covenants of this Lease exists at the time the right afforded Tenant would otherwise arise, Tenant shall be afforded an option to purchase the Building and Landlord’s interest in the Ground Lease for the Property (ithe “Option Property”) during the Term of this Lease (the “Option”) on the terms set forth in this paragraph. The Option Price for the Option Property shall be Two Million Dollars ($2,000,000.00) until February 28, 2015 and shall increase by One Hundred Thousand Dollars ($100,000.00) on March 1, 2015 and shall increase an additional One Hundred Thousand Dollars ($100,000.00) on March 1, 2016 through the remainder of the initial Lease Term. In the event that Tenant exercises its option to extend the Assuming Institution determines that there is a substantial likelihood that continued efforts Lease Term as provided in Paragraph 41 below, the Option Price for the Option Property shall increase an additional One Hundred Thousand Dollars ($100,000.00) on the first day of the extension term. Tenant shall provide Landlord ninety (90) days written notice of its exercise of the Option, together with an xxxxxxx money deposit of $20,000.00 (the “Option Deposit”). Tenant shall have sixty (60) days from the date of Landlord’s receipt of the Option Notice and Option Deposit to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by conduct such studies, tests and investigations of the Failed Bank withOption Property as Tenant shall deem necessary, in either caseits exclusive discretion, a Legal Balance of $5,000,000 or more on to determine the Accounting Records suitability of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf Option Property for Tenant’s anticipated use. With respect to any inspection or testing that is invasive or involves removing or demolishing any portion of the Assuming Institution Option Property or disturbing any portion of the Option Property leased to a third party party, Tenant must first submit to Landlord a written plan for entering the spaces of such third parties and for any such invasive testing which shall include a specified purpose plan to deal with any hazardous materials that may be encountered during such testing, and Tenant may not proceed with any such invasive testing unless Landlord has approved of Tenant’s plan in writing (which approval may be withheld by Landlord in its sole discretion). Tenant shall conduct any such invasive testing in strict accordance with the expenditure plan approved by Landlord. Tenant shall protect, defend, indemnify, and hold Landlord and Landlord’s agents and employees harmless for, from and against any claims, liabilities, damages, liens, attorneys’ fees, penalties, demands, causes of whichactions and suits of any nature whatsoever arising out of the inspection of and/or entry onto the Option Property by Tenant, its agents, employees or contractors. This indemnity includes an obligation of Tenant to reimburse Landlord for any and all damage Tenant may cause to the Option Property in connection with Tenant’s inspection and this indemnity shall survive the closing or termination of this Lease. At any time during said sixty (60) day period, Tenant may terminate its Option to purchase by written notice thereof to Landlord, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expensesevent the Option Deposit shall be returned to Tenant, and such expenses will exceed ten percent the Option shall be extinguished. In the event Tenant does not terminate the Option within said sixty (10%60) day period, the Option Deposit shall be non-refundable, and the closing of the then book value thereof as reflected on the Accounting Records sale of the Assuming Institution, the Assuming Institution Option Property shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within occur within thirty (30) days after its receipt the date Tenant has waived (or is deemed to have waived) Tenant’s right to terminate such option due to Tenant’s diligence review of such the Option Property. It shall be a noticecondition to closing that the City of Corvallis and Lender, if required by Lender’s loan documents, approve of the assignment of the Ground Lease to Tenant at closing. At closing, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures Option Price shall be treated as paid to Landlord in immediately available funds at Closing, with a Reimbursable Expense or Recovery Expensecredit for the Option Deposit Amount. The Option Property shall be conveyed by Landlord to Tenant AS IS, as where is and with all faults by a special warranty deed free and clear of all monetary encumbrances other than taxes and assessments and any amounts payable under the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expendituresCC&Rs, the Assuming Institution Ground Lease and similar agreements. Landlord shall continue also assign to administer such Shared-Loss Asset Tenant its interest in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At Ground Lease and any time after its receipt of such a notice and on or prior warranties then still in effect pertaining to the Termination Date Option Property. Landlord shall pay the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.cost of an owner’s standard policy of title insurance. Tenant

Option to Purchase. (i) In the event that the Assuming Institution Bank determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-charge- off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution Bank will result in an expenditure, after Bank Closing, expenditure of funds by on behalf of the Assuming Institution Bank to a third party for a specified purpose (the expenditure of which, in its best Whole Bank P&A w/Loss Sharing COUNTY BANK 6 February 2009 MERCED, CA 90 judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution Bank determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 500,000 on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Bank of its consent or denial, denial that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution Bank shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution Bank determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution Bank will result in an expenditure, after Bank Closing, expenditure of funds by on behalf of the Assuming Institution Bank to a third party for a specified purpose (the expenditure of which, in its best Whole Bank P&A w/Loss Sharing 92 Suburban Federal Savings Bank January 30, 2009 Crofton, MD judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution Bank determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 500,000 on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Bank of its consent or denial, denial that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution Bank shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. In consideration of the Lessee meeting all obligations as stated herein under this lease, the Lessor hereby grants the Lessee an option to purchase under the following terms and conditions: The option price is terms of purchase will be _______________________ dollars (i$_______________________). Lessee understands that time is of the essence in this agreement. The option will expire without notice and be of no further effect if not exercised on or before the ____ day of _______________________, 20____ Lessee shall pay the sum of _______________________ dollars ($_______________________) as a non-refundable option consideration that will be applied toward the purchase price of the property if, and only if, Lessee exercises this option to purchase. In the event that Lessee fails to exercise the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset option or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records defaults under any terms of the Assuming Institution lease, the option will result be void and all monies will be retained by Lessor as liquidated damages and not as a penalty. The option consideration will be refundable only if 1) a pre-closing home inspection by a certified home inspector reveals structural damage in an expenditure, after Bank Closing, excess of funds by on behalf four (4)% of the Assuming Institution option price of the property (provided, however, that lesser damage will be the responsibility of Lessor to a third party for a specified purpose correct prior to closing); or (2) Lessor fails or is unable to meet any of the expenditure of which, obligations set forth in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten the lease option agreement. _______________________ percent (10____%) of the then book value thereof rent paid, pursuant to this lease agreement, will be applied as reflected on additional option consideration to reduce the Accounting Records option price if and only if the Lessee exercises this option to purchase, provided, however, that no payments made after the 15th of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset any month for which a charge-off was effected by the Failed Bank withrent is due, in either caseor for which payment tendered is returned NSF, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as credited towards a Reimbursable Expense reduction in the option price. The option shall be exercised by mailing or Recovery Expense, as delivering written notice to the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or Lessor prior to the Termination Date expiration of this agreement. Notice, if mailed, shall be by certified mail, postage prepaid, to the Receiver Lessor at the address set forth below, and shall be deemed to have been given upon the right day shown on the postmark of the envelope in which such notice is mailed. This purchase option is not contingent upon Lessee’s ability to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by obtain financing from a lender. Personal Property: Said lease shall include the Receiver with respect to such expenditure.following personal property: ____ ________________________________________________________________

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified 106 purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified 110 purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

Option to Purchase. (i) In the event that the Assuming Institution Bank determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 500,000 or more on the Accounting Records of the Assuming Institution Bank will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution Bank to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution Bank determines that there is a substantial likelihood that the previously United Commercial Bank San Francisco, CA mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming InstitutionBank, the Assuming Institution Bank may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution Bank of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution Bank shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution Bank shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.