Common use of Puts of Assets to the Receiver Clause in Contracts

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) During the thirty (30)-day period following the Bank Closing Date (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loan; provided that, the Assuming Institution may not require the purchase of a Deposit Secured Loan that is secured by an Assumed Deposit until any Deposit setoff determination, whether voluntary or involuntary, has been made. (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may require the Receiver to purchase, any Eligible Overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Notwithstanding the foregoing, the Assuming Institution may not require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (x) the Obligor with respect to such Loan is an Acquired Subsidiary or (y) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in the amount of a Related Liability with respect to such Loan; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse).

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within forty (40) days from Bank Closing Date, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day 30)- day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) During the thirty (30)-day period following the Bank Closing Date (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a Deposit Secured Loan that is secured by an Assumed Deposit until any Deposit setoff determination, whether voluntary or involuntary, has been made. (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may require the Receiver to purchase, any Eligible Overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Notwithstanding the foregoing, the Assuming Institution may not require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (x) the Obligor with respect to such Loan is an Acquired Subsidiary or (y) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in the amount of a Related Liability with respect to such Loan; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse).

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) Closing. During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may Bank shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution Bank pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit, no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made. ; and, at the end of the thirty (ii) During the forty (40)-day 30)-day period following the Bank Closing Dateand at that time only, in accordance with this Section 3.4, the Assuming Institution may Bank shall be entitled to require the Receiver to purchase, purchase any Eligible Overdraft remaining overdraft transferred to the Assuming Institution Bank pursuant to Section 3.1 which existed on both was made after the thirtieth (30th) day following the Bank Closing Date. (iii) Bid Valuation Date and was not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may Bank shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution Bank has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). The Assuming Bank shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Bank with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within forty (40) days from Bank Closing Date, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of Module 1 Whole Bank w/ Optional Shared Loss Agreements Version 3.3.1 PURCHASE AND ASSUMPTION AGREEMENT December 7, 2011 SCB Bank Shelbyville, Indiana any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day 30) day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and Module 1 — Whole Bank w/ Optional Shared Loss Agreements XXXXXX COMMUNITY BANK Version 3.01 — Purchase and Assumption Agreement BROOKSVILLE, FLORIDA December 8, 2010 (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day 30)day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) No such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the The Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or collateral: (yi) provided that with regard to any New Loan; provided that, the Assuming Institution may not require the purchase of a Deposit Secured Loan that is secured by an Assumed Deposit Deposit, no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has:: Module 1 — Whole Bank w/ Optional Shared Loss Agreements Coastal Bank Version 3.01 — Purchase and Assumption Agreement Cocoa Beach, FL December 8, 2010 (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or Module 1 — Whole Bank w/ Optional Shared Loss Agreements First Peoples Bank Version 3.1.1 — Purchase and Assumption Agreement Port St. Lucie, Florida April 27, 2011 (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within forty (40) days from Bank Closing Date, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). Whole Bank w/ Optional Shared Loss Agreements Version 4.2.2 – Purchase And Assumption Agreement June 1, 2012 14 Pxxxxx State Bank Palatka, Florida (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within forty (40) days from Bank Closing Date, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). Whole Bank w/ Optional Shared Loss Agreements Version 4.2.2 – PURCHASE AND ASSUMPTION AGREEMENT June 1, 2012 14 Security Exchange Bank Marietta, Georgia (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and Module 1 Whole Bank w/ Optional Shared Loss Agreements 12 High Trust Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Stockbridge, Georgia April 27, 2011 Table of Contents (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) During the thirty (30)-day period following the Bank Closing Date (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loan; provided that, the Assuming Institution may not require the purchase of a Deposit Secured Loan that is secured by an Assumed Deposit until any Deposit setoff determination, whether voluntary or involuntary, has been made. (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may require the Receiver to purchase, any Eligible Overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Notwithstanding the foregoing, the Assuming Institution may not require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (x) the Obligor with respect to such Loan is an Acquired Subsidiary or (y) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in the amount of a Related Liability with respect to such Loan; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse).

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to Module 1 — Whole Bank w/ Optional Shared Loss Agreements First State Bank Version 3.2 — Purchase and Assumption Agreement Cranford, NJ July 15, 2011 the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within forty (40) days from Bank Closing Date, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan;; Whole Bank w/ Optional Shared Loss Agreements 14 Heritage Bank of Florida Version 4.4 – PURCHASE AND ASSUMPTION AGREEMENT Lutz, Florida September 19, 2012 (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4. Fixed Price Whole Bank w/ Optional Shared Loss Agreements First Southern National Bank Version 3.2 – PURCHASE AND ASSUMPTION AGREEMENT Statesboro, Georgia July 15, 2011

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or Module 1 Whole Bank w/ Optional Shared Loss Agreements 13 First Heritage Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Snohomish, Washington April 27, 2011 (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within PUTS WITHIN 14 AND AT 30 Days or 40 Days After the Bank Closing Date. (i) DAYS AFTER THE BANK CLOSING DATE. During the thirty fourteen (30)-day 14)-day period following the Bank Closing Date and only during such period (which thirty fourteen (30)-day 14)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may Bank shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution Bank pursuant to Section 3.1 3.1(e) which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a Deposit Secured with regard to any Loan that is secured by an Assumed Deposit Deposit, no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made. ; and at the end of the thirty (ii) During the forty (40)-day 30)-day period following the Bank Closing DateDate and at that time only, in accordance with this Section 3.4, the Assuming Institution may Bank shall be entitled to require the Receiver to purchase, purchase any Eligible Overdraft remaining overdraft transferred to the Assuming Institution Bank pursuant to Section 3.1 3.1(l) which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) was not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may Bank shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution Bank has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). The Assuming Bank shall transfer all such Loans to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Bank with respect to any such Loan, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within forty (40) days from Bank Closing Date, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit, provided that deposit account histories from the Bid Valuation Date to the Put Notice Date are provided by the fortieth (iii40th) day. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) TheAssuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within PUTS WITHIN 14 AND AT 30 Days or 40 Days After the Bank Closing Date. (i) DAYS AFTER BANK CLOSING DATE. During the thirty fourteen (30)-day 14)-day period following the Bank Closing Date and only during such period (which thirty fourteen (30)-day 14)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may Bank shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution Bank pursuant to Section 3.1 Section.3.1(e) which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a Deposit Secured with regard to any Loan that is secured by an Assumed Deposit Deposit, no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made. ; and, P & A 991022 12 Reliance Bank, White Plains, NY at the end of the thirty (ii) During the forty (40)-day 30)-day period following the Bank Closing DateDate and at that time only, in accordance with this Section 3.4, the Assuming Institution may Bank shall be entitled to require the Receiver to purchase, purchase any Eligible Overdraft remaining overdraft transferred to the Assuming Institution Bank pursuant to Section 3.1 3.1(1) which existed on both was made after the thirtieth (30th) day following "as of" date of the Bank Closing Date. (iii) Information Package and was not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may Bank shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution Bank has: (A) : made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) ; taken any action that caused an increase in increased the amount of a Related Liability with respect to such Loan; (C) Loan over the amount of such liability immediately prior to the time of such action; created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) ; entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) or sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). The Assuming Bank shall transfer all such Loans to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Bank with respect to any such Loan, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and Module 1 Whole Bank w/ Optional Shared Loss Agreements Version 3.01 – PURCHASE AND ASSUMPTION AGREEMENT December 8, 2010 12 New Horizons Bank East Ellijay, Georgia (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day 30)- day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). Module 1 - Whole Bank w/ Optional Shared Loss Agreements Version 3.1.1 - Purchase and Assumption Agreement April 27, 2011 Bank of Choice Greeley, Colorado (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution Module 1 — Whole Bank w/ Optional Shared Loss Agreements Peoples State Bank Version 3.0 — PURCHASE AND ASSUMPTION AGREEMENT City, State December 8, 2010 pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) During the thirty (30)-day period following the Bank Closing Date (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which 3. 1 that is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such that collateral or (y) any New Loan; provided that, (I) the Assuming Institution may not require the purchase of a Deposit Secured Loan that is secured by an Assumed Deposit until any Deposit setoff determination, whether voluntary or involuntary, has been made.made and (II) the Assuming Institution may not require the purchase of any Loan (x) that is a Transferred QFC, or (y) in respect of which a Related Liability constituting a Transferred QFC exists. 00 Xxxxxxx Xxxxxx Xxxxxx Xxxx, XX Version 13 2 - PURCHASE AND ASSUMPTION AGREEMENT Santa Clara, California (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may require the Receiver to purchase, any Eligible Overdraft transferred to the Assuming Institution pursuant to Section 3.1 which that existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Notwithstanding the foregoing, the Assuming Institution may not require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (x) the Obligor with respect to such that Loan is an Acquired Subsidiary or (y) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such that Loan; (B) taken any action that caused an increase in the amount of a Related Liability with respect to such that Loan; (C) created or permitted to be created any Lien on such that Loan which that secures indebtedness for money borrowed or which that constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such that Loan or related Credit Documents or collateral, including, without limitation, including any act or omission which that diminished such that collateral; or (E) sold, assigned assigned, or transferred all or a portion of such that Loan to a third party (whether with or without recourse).

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) During the thirty (30)-day period following the Bank Closing Date (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loan; provided that, the Assuming Institution may not require the purchase of a Deposit Secured Loan that is secured by an Assumed Deposit until any Deposit setoff determination, whether voluntary or involuntary, has been made. (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may require the Receiver to purchase, any Eligible Overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Notwithstanding the foregoing, the Assuming Institution may not require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (x) the Obligor with respect to such Loan is an Acquired Subsidiary or (y) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in the amount of a Related Liability with respect to such Loan; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Whole BankVersion 7.2 – Purchase and Assumption Agreement 10 Xxx Xxxx xx XxxxxxxXxxxxxxxx Xxxx, Xxxxxxx Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse).

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within forty (40) days from Bank Closing Date, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension Module 1 – Whole Bank w/ Optional Shared Loss Agreements 14 Plantation Federal Bank Version 4.1 – PURCHASE AND ASSUMPTION AGREEMENT Pawleys Island, SC February 21, 2012 with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) During the thirty (30)-day period following the Bank Closing Date (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loan; provided that, the Assuming Institution may not require the purchase of a Deposit Secured Loan that is secured by an Assumed Deposit until any Deposit setoff determination, whether voluntary or involuntary, has been made. (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may require the Receiver to purchase, any Eligible Overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Notwithstanding the foregoing, the Assuming Institution may not require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (x) the Obligor with respect to such Loan is an Acquired Subsidiary or (y) the Assuming Institution has: : (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; ; (B) taken any action that caused an increase in the amount of a Related Liability with respect to such Loan; ; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; ; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; orrelated (Eb) soldPuts Prior to the Settlement Date. During the period from the Bank Closing Date to and including the Business Day immediately preceding the Settlement Date, assigned the Assuming Institution may require the Receiver to purchase any Acquired Asset which the Assuming Institution can establish is evidenced by forged or transferred stolen instruments as of the Bank Closing Date; provided that the Assuming Institution may not require the Receiver to purchase any Acquired Asset with respect to which the Assuming Institution has taken any action referred to in Section 3.4(a)(iii) with respect to such Acquired Asset. The Assuming Institution shall transfer all or a portion of such Loan Acquired Assets to a third party (whether with or the Receiver without recourse), and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Acquired Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution Module 1 — Whole Bank w/ Optional Shared Loss Agreements Integra Bank Version 3.1.1 — Purchase and Assumption Agreement Evansville, IN July 26, 2011 pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or Module 1 – Whole Bank w/ Optional Shared Loss Agreements 12 Summit Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Burlington, Washington April 27, 2011 deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day 30)- day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; Module 1 Whole Bank w/Optional Shared Loss Agreements 13 Bank of Xxxxxxx Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT COLFAX, WASHINGTON April 27, 2011 (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within forty (40) days from Bank Closing Date, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit, provided that deposit account histories from the Bid Valuation Date to the Put Notice Date are provided by the fortieth (iii40th) day. Whole Bank w/ Optional Shared Loss Agreements Version 5.2 – Purchase and Assumption Agreement February 21, 2013 14 First Federal Bank Lexington, Kentucky Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: Module 1 Whole Bank w/ Optional Shared Loss Agreements Atlantic Southern Bank 1.1 PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia May 20, 2011 (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within forty (40) days from Bank Closing Date, any Eligible Overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) . Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan;; Module 1 – Whole Bank w/ Optional Shared Loss Agreements 13 Virginia Business Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Richmond, Virginia April 27, 2011 (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution Module 1 – Whole Bank w/ Optional Shared Loss Agreements Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT April 27, 2011 12 Xxx Xxxxxxx Xxxx Xxxxxxx, Xxxxxxx pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution Module 1 – Whole Bank w/ Optional Shared Loss Agreements First Georgia Banking Company Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Franklin, Georgia April 27, 2011 pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days Days. After the Bank Closing Date. (i) During the thirty thirty. (30)-day period following the the. Bank Closing Date (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a Deposit Secured Loan that is secured by an Assumed Deposit until any Deposit setoff determination, whether voluntary or involuntary, has been made. (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may require the Receiver to purchase, any Eligible Overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Closing. Date. (iii) Notwithstanding the foregoing, the Assuming Institution may not require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (x) the Obligor with respect to such Loan is an Acquired Subsidiary or (y) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in the amount of a Related Liability with respect to such Loan; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse).

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within forty (40) days from Bank Closing Date, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of Module 1 – Whole Bank w/ Optional Shared Loss Agreements 14 First Guaranty Bank and Trust Company of Jacksonville Version 3.3.1– PURCHASE AND ASSUMPTION AGREEMENT Jacksonville, FL December 7, 2011 any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) During the thirty (30)-day period following the Bank Closing Date (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which that is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such that collateral or (y) any New Loan; provided that, (I) the Assuming Institution may not require the purchase of a Deposit Secured Loan that is secured by an Assumed Deposit until any Deposit setoff determination, whether voluntary or involuntary, has been mademade and (II) the Assuming Institution may not require the purchase of any Loan (x) that is a Transferred QFC, or (y) in respect of which a Related Liability constituting a Transferred QFC exists. (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may require the Receiver to purchase, any Eligible Overdraft transferred to the Assuming Institution pursuant to Section 3.1 which that existed on the thirtieth (30th) day following the Bank Closing Date.. Version 13.2 – PURCHASE AND ASSUMPTION AGREEMENT Santa Clara, California (iii) Notwithstanding the foregoing, the Assuming Institution may not require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (x) the Obligor with respect to such that Loan is an Acquired Subsidiary or (y) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such that Loan; (B) taken any action that caused an increase in the amount of a Related Liability with respect to such that Loan; (C) created or permitted to be created any Lien on such that Loan which that secures indebtedness for money borrowed or which that constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such that Loan or related Credit Documents or collateral, including, without limitation, including any act or omission which that diminished such that collateral; or (E) sold, assigned assigned, or transferred all or a portion of such that Loan to a third party (whether with or without recourse).

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may Bank shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution Bank pursuant to Section 3.1 3.1(e) which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a Deposit Secured with regard to any Loan that is secured by an Assumed Deposit Deposit, no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made. ; and at the end of the thirty (ii) During the forty (40)-day 30)-day period following the Bank Closing DateDate and at that time only, in accordance with this Section 3.4, the Assuming Institution may Bank shall be entitled to require the Receiver to purchase, purchase any Eligible Overdraft remaining overdraft transferred to the Assuming Institution Bank pursuant to Section 3.1 3.1(l) which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) was not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may Bank shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution Bank has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). The Assuming Bank shall transfer all such Loans to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Bank with respect to any such Loan, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day 3 0)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: Module 1 Whole Bank w/ Optional Shared Loss Agreements 13 Blue Ridge Savings Bank, Inc. Version 3.2 – Purchase and Assumption Agreement Asheville, North Carolina July 15, 2011 (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th3 0th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within forty (40) days from Bank Closing Date, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or Module 1 - Whole Bank w/ Optional Shared Loss Agreements Version 4.1 - Purchase and Assumption Agreement February 21. 2012 14 Inter Savings Bank, FSB Maple Grove, Minnesota (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within forty (40) days from Bank Closing Date, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). Module 1 Whole Bank w/ Optional Shared Loss Agreements Version 3.3.1 – PURCHASE AND ASSUMPTION AGREEMENT December 7, 2011 14 Central Bank of Georgia Ellaville, GA (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day Fixed Price Whole Bank w/ Optional Shared Loss Agreements 13 Old Harbor Bank Version 3.2 – PURCHASE AND ASSUMPTION AGREEMENT Clearwater, Florida July 15, 2011 period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4. Module 1 – Whole Bank w/ Optional Shared Loss Agreements CommunitySouth Bank and Trust Version 3.0– PURCHASE AND ASSUMPTION AGREEMENT Easley, SC January 19, 2011

Puts of Assets to the Receiver. (a) Puts Within PUTS WITHIN 14 AND AT 30 Days or 40 Days After DAYS AFTER BANK CLOSING. During the fourteen (14)-day period following Bank Closing Date. (i) During the thirty (30)-day and only during such period following the Bank Closing Date (which thirty fourteen (30)-day 14)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may Bank shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution Bank pursuant to Section 3.1 3.1(e) which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a Deposit Secured with regard to any Loan that is secured by an Assumed Deposit Deposit, no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made. ; and, at the end of the thirty (ii) During the forty (40)-day 30)-day period following the Bank Closing Dateand at that time only, in accordance with this Section 3.4, the Assuming Institution may Bank shall be entitled to require the Receiver to purchase, purchase any Eligible Overdraft remaining overdraft transferred to the Assuming Institution Bank pursuant to Section 3.1 3.1(l) which existed on both was made after the thirtieth (30th) day following "as of" date of the Bank Closing Date. (iii) Information Package and was not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may Bank shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution Bank has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). The Assuming Bank shall transfer all such Loans to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Bank with respect to any such Loan, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within forty (40) days from Bank Closing Date, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4. Whole Bank w/ Optional Shared Loss Agreements 14 The Royal Palm Bank of Florida Version 4.2.2 - PURCHASE AND ASSUMPTION AGREEMENT Naples, Florida June 1, 2012

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution Module 1 – Whole Bank w/ Optional Shared Loss Agreements Version 3.01– PURCHASE AND ASSUMPTION AGREEMENT December 8, 2010 00 Xxx Xxxx Xxxxxx Xxxx Xxxxxxxx, XX pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and Standard P&A Agreement Version 4.2 – PURCHASE AND ASSUMPTION AGREEMENT April 24, 2012 17 Xxxxxxxxxx Bank & Trust Xxxxx, Georgia (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within forty (40) days from Bank Closing Date, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4. Module 1 – Whole Bank w/ Optional Shared Loss Agreements Version 3.2 – PURCHASE AND ASSUMPTION AGREEMENT July 15, 2011 14 Citizens Bank of Northern California Nevada City, California (b) Puts Prior to the Settlement Date. During the period from the Bank Closing Date to and including the Business Day immediately preceding the Settlement Date, the Assuming Institution shall be entitled to require the Receiver to purchase any Asset which the Assuming Institution can establish is evidenced by forged or stolen instruments as of the Bank Closing Date; provided that the Assuming Institution shall not have the right to require the Receiver to purchase any such Asset with respect to which the Assuming Institution has taken any action referred to in Section 3.4(a)(ii) with respect to such Asset. The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of Module 1 -- Whole Bank w/Optional Shared Loss Agreements Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT July 15, 2011 14 Sun Security Bank Ellington, Missouri any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and Module 1 Whole Bank w/ Optional Shared Loss Agreements Citizens Bank of Effingham Version 3.0– Purchase and Assumption Agreement Springfield, Georgia December 8, 2010 (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution Module 1 – Whole Bank w/ Optional Shared Loss Agreements Community Central Bank Version 3.01 – PURCHASE AND ASSUMPTION AGREEMENT Mount Clemens, MI December 8, 2010 pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) During the thirty (30)-day period following the Bank Closing Date (which thirty (30)-day period 30)-dayperiod may be extended in writing in the sole and absolute discretion of the Receiver for any Loan)Version 13.2 PURCHASE AND ASSUMPTTOS AGREEMENT SIGNATURE BRIDGE BANK. NA New York, in accordance with this Section 3.4, the Assuming Institution may require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loan; provided that, the Assuming Institution may not require the purchase of a Deposit Secured Loan that is secured by an Assumed Deposit until any Deposit setoff determination, whether voluntary or involuntary, has been made.York (ii) During the forty (( 40)-day period following the Bank Closing Date, the Assuming Institution may require the Receiver to purchase, any Eligible Overdraft transferred to the Assuming Institution pursuant to Section 3.1 which that existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Notwithstanding the foregoing, the Assuming Institution may not require the Receiver to purchase any Loan pursuant to Section 3.4(a3 .4( a) if (x) the Obligor with respect to such that Loan is an Acquired Subsidiary or (y) the Assuming Institution has: : (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such that Loan; ; (B) taken any action that caused an increase in the amount of a Related Liability with respect to such that Loan; ; (C) created or permitted to be created any Lien on such that Loan which that secures indebtedness for money borrowed or which that constitutes a conditional sales agreement, capital lease or other title retention agreement; ; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such that Loan or related Credit Documents or collateral, including, without limitation, including any act or omission which that diminished such that collateral; or or (E) sold, assigned assigned, or transferred all or a portion of such that Loan to a third party (whether with or without recourse). (b) Puts Prior to the Settlement Date. During the period from the Bank Closing Date to and including the Business Day immediately preceding the Settlement Date, the Assuming Institution may require the Receiver to purchase any Acquired Asset that the Assuming Institution can establish is evidenced by forged or stolen instruments as of the Bank Closing Date; provided that the Assuming Institution may not require the Receiver to purchase any Acquired Asset with respect to which the Assuming Institution has taken any action referred to in Section 3.4(a)(iii). Version 13.2 - PURCHASE AND ASSUMPTION AGREEMENT SIGNATURE BRIDGE BANK, NA New York, New York

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement;; Module 1 - Whole Bank w/ Optional Shared Loss Agreements Version 3.2 - Purchase and Assumption Agreement July 15, 2011 Community Banks of Colorado Greenwood Village, Colorado (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution Module 1 – Whole Bank w/ Optional Shared Loss Agreements Version 3.01– PURCHASE AND ASSUMPTION AGREEMENT April 29, 2011 00 Xxxxx Xxxxxx Xxxxxxxxx Xxxx Xxxxxx, XX pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within a reasonable time, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within forty (40) days from Bank Closing Date, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Date and which was made after the Bid Valuation Date and not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). (iii) The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4. Module 1 – Whole Bank w/ Optional Shared Loss Agreements 14 Central Florida State Bank Version 3.3.1 – PURCHASE AND ASSUMPTION AGREEMENT Belleview, Florida December 7, 2011

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) Closing. During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may Bank shall be entitled to require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution Bank pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit, no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made. ; and, at the end of the thirty (ii) During the forty (40)-day 30)-day period following the Bank Closing Dateand at that time only, in accordance with this Section 3.4, the Assuming Institution may Bank shall be entitled to require the Receiver to purchase, purchase any Eligible Overdraft remaining overdraft transferred to the Assuming Institution Bank pursuant to Section 3.1 which existed on both was made after the thirtieth (30th) day following the Bank Closing Date. (iii) Bid Valuation Date and was not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may Bank shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution Bank has: (Ai) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (Bii) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (Ciii) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (Div) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (Ev) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). The Assuming Bank shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Bank with respect to any such Asset, as provided in Section 12.4.

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) . During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may shall be entitled to require the Receiver to purchase (x) any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loancollateral; provided that, the Assuming Institution may not require the purchase of a that with regard to any Deposit Secured Loan that is secured by an Assumed Deposit Deposit: (i) no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made.; and (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, within forty (40) days from Bank Closing Date, any Eligible Overdraft remaining overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Notwithstanding Date and which was made after the foregoing, the Assuming Institution may Bid Valuation Date and not require the Receiver to purchase any Loan made pursuant to Section 3.4(a) if (x) the Obligor with respect to such Loan is an Acquired Subsidiary overdraft protection plan or (y) the Assuming Institution has: (A) made any advance in accordance with the terms similar extension of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in the amount of a Related Liability with respect to such Loan; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse).credit. Whole Bank w/ Optional Shared Loss Agreements Carolina Federal Savings Bank

Puts of Assets to the Receiver. (a) Puts Within 30 Days or 40 Days After the Bank Closing Date. (i) During the thirty (30)-day period following the Bank Closing Date (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution may require the Receiver to purchase (x) any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or (y) any New Loan; provided that, the Assuming Institution may not require the purchase of a Deposit Secured Loan that is secured by an Assumed Deposit until any Deposit setoff determination, whether voluntary or involuntary, has been made. (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may require the Receiver to purchase, any Eligible Overdraft transferred to the Assuming Institution pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) Notwithstanding the foregoing, the Assuming Institution may not require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (x) the Obligor with respect to such Loan is an Acquired Subsidiary or (y) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; ; Basic P&A Agreement – 2/26/15 16 Doral Bank Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT San Jxxx, PR (B) taken any action that caused an increase in the amount of a Related Liability with respect to such Loan; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse).

Puts of Assets to the Receiver. (a) Puts Within and at 30 Days or 40 Days After the Bank Closing Date. (i) Closing. During the thirty (30)-day period following the Bank Closing Date (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan)only during such period, in accordance with this Section 3.4, the Assuming Institution may Bank shall be entitled to require the Receiver to purchase (x) any Deposit Secured New Loan that was transferred to the Assuming Institution Bank pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits 3.1, and at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral or the end of the thirty (y) any New Loan; provided that30)-day period following Bank Closing and at that time only, in accordance with this Section 3.4, the Assuming Institution may not require the purchase of a Deposit Secured Loan that is secured by an Assumed Deposit until any Deposit setoff determination, whether voluntary or involuntary, has been made. (ii) During the forty (40)-day period following the Bank Closing Date, the Assuming Institution may shall be entitled to require the Receiver to purchase, purchase any Eligible Overdraft remaining overdraft transferred to the Assuming Institution Bank pursuant to Section 3.1 which existed on the thirtieth (30th) day following the Bank Closing Date. (iii) both was made after September 16, 2009 and was not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution may Bank shall not have the right to require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (xi) the Obligor with respect to such Loan is an Acquired Subsidiary Subsidiary, or (yii) the Assuming Institution Bank has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that caused an increase in increased the amount of a Related Liability with respect to such LoanLoan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). The Assuming Bank shall transfer all such Loans to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Bank with respect to any such Loan, as provided in Section 12.4.