Common use of Quarterly Certificates Clause in Contracts

Quarterly Certificates. (i) Not later than thirty (30) days after the end of each Calendar Quarter from and including the initial Calendar Quarter to and including the Calendar Quarter in which the Applicable Anniversary of the Commencement Date falls (each of such Calendar Quarters being referred to herein as a “Shared-Loss Quarter”), the Assuming Bank shall deliver to the Receiver a certificate, signed by the Assuming Bank’s chief executive officer and its chief financial officer, setting forth in such form and detail as the Receiver may specify (a “Quarterly Certificate”): (A) the amount of Charge-Offs, the amount of Recoveries and the amount of Net Charge-Offs (which amount may be negative) during such Shared-Loss Quarter with respect to the Shared-Loss Assets (and for Recoveries, with respect to the Assets for which a charge-off was effected by the Failed Bank prior to Bank Closing); and (B) the aggregate amount of Reimbursable Expenses (which amount may be negative) during such Shared-Loss Quarter; and (C) net realized loss on the Shared Loss MTM Assets determined pursuant to FAS 115, expressed as a positive number (MTM Net Realized Loss), or net realized gain on the Shared Loss MTM assets, expressed as a negative number (MTM Net Realized Gain); and (D) any other than temporary impairment of the Shared Loss MTM Assets, determined pursuant to FAS 115, expressed as a positive number (“OTTI Loss”) or reversals of OTTI Loss, expressed as a negative number (for the avoidance of doubt, normal and customary unrealized xxxx-to-market changes by reason of the application of fair value accounting do not qualify for loss sharing payments). (ii) Not later than thirty (30) days after the end of each Calendar Quarter from and including the first Calendar Quarter following the final Shared-Loss Quarter to and including the Calendar Quarter in which the Termination Date falls (each of such Calendar Quarters being referred to herein as a “Recovery Quarter”), the Assuming Bank shall deliver to the Receiver a Quarterly Certificate setting forth, in such form and detail as the Receiver may specify (A) the amount of Recoveries and Recovery Expenses during such Recovery Quarter. On the Quarterly Certificate for the first Recovery Quarter only, the Assuming Bank may report as a separate item, in such form and detail as the Receiver may specify, the aggregate amount of any Reimbursable Expenses that: (a) were incurred prior to or during the final Shared-Loss Quarter, and (b) had not been included in any Quarterly Certificate for any Shared-Loss Quarter because they had not been actually paid by or on behalf of the Assuming Bank (in accordance with the terms of this Commercial Shared-Loss Agreement) during any Shared-Loss Quarter and (c) were actually paid by or on behalf of the Assuming Bank (in accordance with the terms of this Commercial Shared-Loss Agreement) during the first Recovery Quarter; and (B) net realized gain on the Shared Loss MTM Assets.

Quarterly Certificates. (i) Not later than thirty (30) days after the end of each Calendar Quarter from and including the initial Calendar Quarter to and including the Calendar Quarter in which the Applicable Anniversary of the Commencement Date falls (each of such Calendar Quarters being referred to herein as a “Shared-Loss Quarter”), the Assuming Bank Institution shall deliver to the Receiver a certificate, signed by the Assuming BankInstitution’s chief executive officer and its chief financial officer, setting forth in such form and detail as the Receiver may specify (a “Quarterly Certificate”Certificate”)(an example of a Quarterly Certificate is attached as Exhibit 1): (A) the amount of Charge-Offs, the amount of Recoveries and the amount of Net Charge-Offs (which amount may be negative) during such Shared-Loss Quarter with respect to the Shared-Loss Assets (and for Recoveries, with respect to the Assets for which a charge-off was effected by the Failed Bank prior to Bank Closing); and (B) the aggregate amount of Reimbursable Expenses (which amount may be negative) during such Shared-Loss Quarter; and (C) net realized loss on the Shared Loss MTM Assets determined pursuant to FAS 115, expressed as a positive number (MTM SLS Net Realized Loss), or net realized gain on the Shared Loss MTM assets, expressed as a negative number (MTM and SLS Net Realized Gain), if any; and (D) any other than temporary impairment of the Shared Loss MTM Assets, determined pursuant to FAS 115, expressed as a positive number (“OTTI Loss”) or reversals of OTTI Loss, expressed as a negative number (for the avoidance of doubt, normal and customary unrealized xxxx-to-market changes by reason of the application of fair value accounting do not qualify for loss sharing payments)Adjustment. (ii) Not later than thirty (30) days after the end of each Calendar Quarter from and including the first Calendar Quarter following the final Shared-Loss Quarter to and including the Calendar Quarter in which the Termination Date falls (each of such Calendar Quarters being referred to herein as a “Recovery Quarter”), the Assuming Bank Institution shall deliver to the Receiver a Quarterly Certificate setting forth, in such form and detail as the Receiver may specify (A) the amount of Recoveries and Recovery Expenses during such Recovery Quarter. On the Quarterly Certificate for the first Recovery Quarter only, the Assuming Bank Institution may report as a separate item, in such form and detail as the Receiver may specify, the aggregate amount of any Reimbursable Expenses that: (a) were incurred prior to or during the final Shared-Loss Quarter, and (b) had not been included in any Quarterly Certificate for any Shared-Loss Quarter because they had not been actually paid by or on behalf of the Assuming Bank Institution (in accordance with the terms of this Commercial Shared-Loss Agreement) during any Shared-Loss Quarter and (c) were actually paid by or on behalf of the Assuming Bank Institution (in accordance with the terms of this Commercial Shared-Loss Agreement) during the first Recovery Quarter; and (B) net realized gain on the Shared Loss MTM AssetsSLS Net Realized Gain, and any reversals of OTTI Loss.

Quarterly Certificates. (i) Not later than thirty (30) days after the end of each Calendar Quarter from and including the initial Calendar Quarter to and including the Calendar Quarter in which the Applicable Anniversary of the Commencement Date falls (each of such Calendar Quarters being referred to herein as a “Shared-Loss Quarter”), the Assuming Bank Institution shall deliver to the Receiver a certificate, signed by the Assuming BankInstitution’s chief executive officer and its chief financial officer, setting forth in such form and detail as the Receiver may specify (a “Quarterly Certificate”Certificate”)(an example of a Quarterly Certificate is attached as Exhibit 1): (A) the amount of Charge-Offs, the amount of Recoveries and the amount of Net Charge-Offs (which amount may be negative) during such Shared-Loss Quarter with respect to the Shared-Loss Assets (and for Recoveries, with respect to the Assets for which a charge-charge- off was effected by the Failed Bank prior to Bank Closing); and (B) the aggregate amount of Reimbursable Expenses (which amount may be negative) during such Shared-Loss Quarter; and (C) net realized loss on the Shared Loss MTM Assets determined pursuant to FAS 115, expressed as a positive number (MTM SLS Net Realized Loss), or net realized gain on the Shared Loss MTM assets, expressed as a negative number (MTM and SLS Net Realized Gain), if any; and (D) any other than temporary impairment of the Shared Loss MTM Assets, determined pursuant to FAS 115, expressed as a positive number (“OTTI Loss”) or reversals of OTTI Loss, expressed as a negative number (for the avoidance of doubt, normal and customary unrealized xxxx-to-market changes by reason of the application of fair value accounting do not qualify for loss sharing payments)Adjustment. (ii) Not later than thirty (30) days after the end of each Calendar Quarter from and including the first Calendar Quarter following the final Shared-Loss Quarter to and including the Calendar Quarter in which the Termination Date falls (each of such Calendar Quarters being referred to herein as a “Recovery Quarter”), the Assuming Bank Institution shall deliver to the Receiver a Quarterly Certificate setting forth, in such form and detail as the Receiver may specify (A) the amount of Recoveries and Recovery Expenses during such Recovery Quarter. On the Quarterly Certificate for the first Recovery Quarter only, the Assuming Bank Institution may report as a separate item, in such form and detail as the Receiver may specify, the aggregate amount of any Reimbursable Expenses that: (a) were incurred prior to or during the final Shared-Loss Quarter, and (b) had not been included in any Quarterly Certificate for any Shared-Loss Quarter because they had not been actually paid by or on behalf of the Assuming Bank Institution (in accordance with the terms of this Commercial Shared-Loss Agreement) during any Shared-Loss Quarter and (c) were actually paid by or on behalf of the Assuming Bank Institution (in accordance with the terms of this Commercial Shared-Loss Agreement) during the first Recovery Quarter; and (B) net realized gain on the Shared Loss MTM AssetsSLS Net Realized Gain, and any reversals of OTTI Loss.

Quarterly Certificates. (i) Not later than thirty (30) days after the end of each Calendar Quarter from and including the initial Calendar Quarter to and including the Calendar Quarter in which the Applicable Anniversary of the Commencement Date falls (each of such Calendar Quarters being referred to herein as a “Shared-Loss Quarter”), the Assuming Bank shall deliver to the Receiver a certificate, signed by the Assuming Bank’s chief executive officer and its chief financial officer, setting forth in such form and detail as the Receiver may specify (a “Quarterly Certificate”): (A) the amount of Charge-Offs, the amount of Recoveries and the amount of Net Charge-Offs (which amount may be negative) during such Shared-Loss Quarter with respect to the Shared-Loss Assets (and for Recoveries, with respect to the Assets for which a charge-off was effected by the Failed Bank prior to Bank Closing); and (B) the aggregate amount of Reimbursable Expenses (which amount may be negative) during such Shared-Loss Quarter; and (C) net realized loss on the Shared Loss MTM Assets determined pursuant to FAS 115, expressed as a positive number (MTM Net Realized Loss), or net realized gain on the Shared Loss MTM assets, expressed as a negative number (MTM Net Realized Gain); and (D) any other than temporary impairment of the Shared Loss MTM Assets, determined pursuant to FAS 115, expressed as a positive number (“OTTI Loss”) or reversals of OTTI Loss, expressed as a negative number (for the avoidance of doubt, normal and customary unrealized xxxx-to-market changes by reason of the application of fair value accounting do not qualify for loss sharing payments). (ii) Not later than thirty (30) days after the end of each Calendar Quarter from and including the first Calendar Quarter following the final Shared-Loss Quarter to and including the Calendar Quarter in which the Termination Date falls (each of such Calendar Quarters being referred to herein as a “Recovery Quarter”), the Assuming Bank shall deliver to the Receiver a Quarterly Certificate setting forth, in such form and detail as the Receiver may specify (A) , the amount of Recoveries and Recovery Expenses during such Recovery Quarter. On the Quarterly Certificate for the first Recovery Quarter only, the Assuming Bank may report as a separate item, in such form and detail as the Receiver may specify, the aggregate amount of any Reimbursable Expenses that: (a) were incurred prior to or during the final Shared-Loss Quarter, and (b) had not been included in any Quarterly Certificate for any Shared-Loss Quarter because they had not been actually paid by or on behalf of the Assuming Bank (in accordance with the terms of this Commercial Non-SF Shared-Loss Agreement) during any Shared-Loss Quarter and (c) were actually paid by or on behalf of the Assuming Bank (in accordance with the terms of this Commercial Non-SF Shared-Loss Agreement) during the first Recovery Quarter; and (B) net realized gain on the Shared Loss MTM Assets.

Quarterly Certificates. (i) Not later than thirty (30) days after the end of each Calendar Quarter from and including the initial Calendar Quarter to and including the Calendar Quarter in which the Applicable Anniversary of the Commencement Date falls (each of such Calendar Quarters being Module 1 – Whole Bank w/ Loss Share – P&A First Banking Center Version 2.11A Burlington, Wisconsin October 8, 2010 referred to herein as a “Shared-Loss Quarter”), the Assuming Bank Institution shall deliver to the Receiver a certificate, signed by the Assuming BankInstitution’s chief executive officer and its chief financial officer, setting forth in such form and detail as the Receiver may specify (a “Quarterly Certificate”Certificate”)(an example of a Quarterly Certificate is attached as Exhibit 1): (A) the amount of Charge-Offs, the amount of Recoveries and the amount of Net Charge-Offs (which amount may be negative) during such Shared-Loss Quarter with respect to the Shared-Loss Assets (and for Recoveries, with respect to the Assets for which a charge-off was effected by the Failed Bank prior to Bank Closing); and (B) the aggregate amount of Reimbursable Expenses (which amount may be negative) during such Shared-Loss Quarter; and (C) net realized loss on the Shared Loss MTM Assets determined pursuant to FAS 115, expressed as a positive number (MTM SLS Net Realized Loss), or net realized gain on the Shared Loss MTM assets, expressed as a negative number (MTM and SLS Net Realized Gain), if any; and (D) any other than temporary impairment of the Shared Loss MTM Assets, determined pursuant to FAS 115, expressed as a positive number (“OTTI Loss”) or reversals of OTTI Loss, expressed as a negative number (for the avoidance of doubt, normal and customary unrealized xxxx-to-market changes by reason of the application of fair value accounting do not qualify for loss sharing payments)Adjustment. (ii) Not later than thirty (30) days after the end of each Calendar Quarter from and including the first Calendar Quarter following the final Shared-Loss Quarter to and including the Calendar Quarter in which the Termination Date falls (each of such Calendar Quarters being referred to herein as a “Recovery Quarter”), the Assuming Bank Institution shall deliver to the Receiver a Quarterly Certificate setting forth, in such form and detail as the Receiver may specify (A) the amount of Recoveries and Recovery Expenses during such Recovery Quarter. On the Quarterly Certificate for the first Recovery Quarter only, the Assuming Bank Institution may report as a separate item, in such form and detail as the Receiver may specify, the aggregate amount of any Reimbursable Expenses that: (a) were incurred prior to or during the final Shared-Loss Quarter, and (b) had not been included in any Quarterly Certificate for any Shared-Loss Quarter because they had not been actually paid by or on behalf of the Assuming Bank Institution (in accordance with the terms of this Commercial Shared-Loss Agreement) during any Shared-Loss Quarter and (c) were actually paid by or on behalf of the Assuming Bank Institution (in accordance with the terms of this Commercial Shared-Loss Agreement) during the first Recovery Quarter; and (B) net realized gain on the Shared Loss MTM AssetsSLS Net Realized Gain, and any reversals of OTTI Loss.

Quarterly Certificates. At the Closing and thereafter as soon as available and in any event within forty-five (i) Not later than thirty (3045) days after the end of each Calendar Quarter from and including the initial Calendar Quarter to and including the Calendar Quarter in which the Applicable Anniversary of the Commencement Date falls (first three calendar quarters of each year, concurrently with the furnishing of such Calendar Quarters being referred the applicable quarterly statements pursuant to herein as a “Shared-Loss Quarter”Section 8.01(b), the Assuming Bank there shall deliver be furnished to the Receiver Administrative Agent (i) a certificate, Borrowing Base certificate signed by the Assuming Bank’s chief executive officer and its chief financial officer, setting forth officer of Borrower in such the form and detail annexed hereto as EXHIBIT 8.01(d) (the Receiver may specify (a “Quarterly "Borrower's Borrowing Base Certificate”): (A) the amount of Charge-Offs, the amount of Recoveries and the amount of Net Charge-Offs (which amount may be negative) during such Shared-Loss Quarter with respect to the Shared-Loss Assets (and for Recoveries, with respect to the Assets for which a charge-off was effected by the Failed Bank prior to Bank Closing); and (B) the aggregate amount of Reimbursable Expenses (which amount may be negative) during such Shared-Loss Quarter; and (C) net realized loss on the Shared Loss MTM Assets determined pursuant to FAS 115, expressed as a positive number (MTM Net Realized Loss"), or net realized gain on the Shared Loss MTM assets, expressed as a negative number (MTM Net Realized Gain); and (D) any other than temporary impairment of the Shared Loss MTM Assets, determined pursuant to FAS 115, expressed as a positive number (“OTTI Loss”) or reversals of OTTI Loss, expressed as a negative number (for the avoidance of doubt, normal and customary unrealized xxxx-to-market changes by reason of the application of fair value accounting do not qualify for loss sharing payments). (ii) Not later than thirty a certificate signed by the chief financial officer of Borrower summarizing and certifying the Borrower's trailing 6-month net Compressor Rental Income and Borrower's EBITDA for such period, all in accordance with GAAP, (30iii) days after a certificate of Borrower's President or Senior Vice President which lists the end location of each Calendar Quarter from all Borrower's Compressor Equipment and including the first Calendar Quarter following the final Shared-Loss Quarter to and including the Calendar Quarter in which the Termination Date falls (each of such Calendar Quarters being referred to herein as a “Recovery Quarter”), the Assuming Bank shall deliver to the Receiver a Quarterly Certificate setting forth, in such form and detail as the Receiver may specify (A) the amount of Recoveries and Recovery Expenses during such Recovery Quarter. On the Quarterly Certificate for the first Recovery Quarter only, the Assuming Bank may report as a separate item, in such form and detail as the Receiver may specify, the aggregate amount of any Reimbursable Expenses that: (a) were incurred prior to or during the final Shared-Loss QuarterInventory, and (biv) had not been included a certificate signed by the chief financial officer of Borrower detailing such information and data concerning Borrower's compressor fleets and Inventory as are necessary to provide the calculations required in any Quarterly Certificate for any Shared-Loss Quarter because they had not been actually paid by or on behalf Administrative Agent's Notice of the Assuming Bank (in accordance with Borrowing Base pursuant to the terms of this Commercial Shared-Loss Agreement and further stating that: (x) the financial statements were prepared (subject to year end audit adjustments) in conformity with GAAP, consistently applied, (y) a review of the activities of Borrower for the period covered by the financial statements has been made under his supervision with a view to determining whether Borrower has kept, observed, performed and fulfilled all of their obligations under this Agreement) during any Shared-Loss Quarter , the other Loan Documents and its other documents or instruments referred to herein, and (cz) were actually paid by no Event of Default or on behalf of the Assuming Bank (in accordance an event which with the terms passage of this Commercial Shared-Loss Agreementtime or notice, or both, could become an Event of Default has occurred, and is continuing, or a statement describing the nature, period of existence and status of any such event(s) during if existing. Such certificates shall fully demonstrate the first Recovery Quarter; and (B) net realized gain on method of all calculations therein contained insofar as compliance with financial covenants hereof are concerned but shall not be qualified or limited because of restricted or limited examination of any material portion of Borrower's records by the Shared Loss MTM AssetsParty preparing such quarterly statements.

Quarterly Certificates. (i) Not later than thirty (30) days after the end of each Calendar Quarter from and including the initial Calendar Quarter to and including the Calendar Quarter in which the Applicable Anniversary of the Commencement Date falls (each of such Calendar Quarters being referred to herein as a “Shared-Loss Quarter”), the Assuming Bank Institution shall deliver to the Receiver a certificate, signed by the Assuming BankInstitution’s chief executive officer and its chief financial officer, setting forth in such form and detail as the Receiver may specify (a “Quarterly Certificate”) (an example of a Quarterly Certificate is attached as Exhibit 1): (A) the amount of Charge-Offs, the amount of Recoveries and the amount of Net Charge-Offs (which amount may be negative) during such Shared-Loss Quarter with respect to the Shared-Loss Assets (and for Recoveries, with respect to the Assets for which a charge-off was effected by the Failed Bank prior to Bank Closing); and (B) the aggregate amount of Reimbursable Expenses (which amount may be negative) during such Shared-Loss Quarter; and (C) net realized loss on the Shared Loss MTM Assets determined pursuant to FAS 115, expressed as a positive number (MTM SLS Net Realized Loss), or net realized gain on the Shared Loss MTM assets, expressed as a negative number (MTM and SLS Net Realized Gain), if any; and (D) any other than temporary impairment of the Shared OTTI Adjustment. Module 1 – Whole Bank w/ Loss MTM AssetsShare – P&A 72 Satilla Community Bank Version 2.05 Xx. Xxxxx Xxxxxxx Xxxxx 00, determined pursuant to FAS 115, expressed as a positive number (“OTTI Loss”) or reversals of OTTI Loss, expressed as a negative number (for the avoidance of doubt, normal and customary unrealized xxxx-to-market changes by reason of the application of fair value accounting do not qualify for loss sharing payments).0000 (iixx) Not later than thirty (30) days after the end of each Calendar Quarter from and including the first Calendar Quarter following the final Shared-Loss Quarter to and including the Calendar Quarter in which the Termination Date falls (each of such Calendar Quarters being referred to herein as a “Recovery Quarter”), the Assuming Bank Institution shall deliver to the Receiver a Quarterly Certificate setting forth, in such form and detail as the Receiver may specify (A) the amount of Recoveries and Recovery Expenses during such Recovery Quarter. On the Quarterly Certificate for the first Recovery Quarter only, the Assuming Bank Institution may report as a separate item, in such form and detail as the Receiver may specify, the aggregate amount of any Reimbursable Expenses that: (a) were incurred prior to or during the final Shared-Loss Quarter, and (b) had not been included in any Quarterly Certificate for any Shared-Loss Quarter because they had not been actually paid by or on behalf of the Assuming Bank Institution (in accordance with the terms of this Commercial Shared-Loss Agreement) during any Shared-Loss Quarter and (c) were actually paid by or on behalf of the Assuming Bank Institution (in accordance with the terms of this Commercial Shared-Loss Agreement) during the first Recovery Quarter; and (B) net realized gain on the Shared Loss MTM AssetsSLS Net Realized Gain, and any reversals of OTTI Loss.

Quarterly Certificates. (i) Not later than thirty (30) days after the end of each Calendar Quarter from and including the initial Calendar Quarter to and including the Calendar Quarter in which the Applicable Anniversary of the Commencement Date falls (each of such Calendar Quarters being referred to herein as a “Shared-Loss Quarter”), the Assuming Bank Institution shall deliver to the Receiver a certificate, signed by the Assuming BankInstitution’s chief executive officer and its chief financial officer, setting forth in such form and detail as the Receiver may specify (a “Quarterly Certificate”Certificate”)(an example of a Quarterly Certificate is attached as Exhibit 1): (A) the amount of Charge-Offs, the amount of Recoveries and the amount of Net Charge-Offs (which amount may be negative) during such Shared-Loss Quarter with respect to the Shared-Loss Assets (and for Recoveries, with respect to the Assets for which a charge-off was effected by the Failed Bank prior to Bank Closing); and (B) the aggregate amount of Reimbursable Expenses (which amount may be negative) during such Shared-Loss Quarter; and (C) net realized loss on the Shared Loss MTM Assets determined pursuant to FAS 115, expressed as a positive number (MTM SLS Net Realized Loss), or net realized gain on the Shared Loss MTM assets, expressed as a negative number (MTM and SLS Net Realized Gain), if any; and (D) any other than temporary impairment of the Shared Loss MTM Assets, determined pursuant to FAS 115, expressed as a positive number (“OTTI Loss”) or reversals of OTTI Loss, expressed as a negative number (for the avoidance of doubt, normal and customary unrealized xxxx-to-market changes by reason of the application of fair value accounting do not qualify for loss sharing payments)Adjustment. (ii) Not later than thirty (30) days after the end of each Calendar Quarter from and including the first Calendar Quarter following the final Shared-Loss Quarter to and including the Calendar Quarter in which the Termination Date falls (each of such Calendar Quarters being referred to herein as a “Recovery Quarter”), the Assuming Bank Institution shall deliver to the Receiver a Quarterly Certificate setting forth, in such form and detail as the Receiver may specifyspecify Module 1 – Whole Bank w/ Loss Share – P&A Version 2.11B October 8, 2010 73 Tifton Banking Company Tifton, GA (A) the amount of Recoveries and Recovery Expenses during such Recovery Quarter. On the Quarterly Certificate for the first Recovery Quarter only, the Assuming Bank Institution may report as a separate item, in such form and detail as the Receiver may specify, the aggregate amount of any Reimbursable Expenses that: (a) were incurred prior to or during the final Shared-Loss Quarter, and (b) had not been included in any Quarterly Certificate for any Shared-Loss Quarter because they had not been actually paid by or on behalf of the Assuming Bank Institution (in accordance with the terms of this Commercial Shared-Loss Agreement) during any Shared-Loss Quarter and (c) were actually paid by or on behalf of the Assuming Bank Institution (in accordance with the terms of this Commercial Shared-Loss Agreement) during the first Recovery Quarter; and (B) net realized gain on the Shared Loss MTM AssetsSLS Net Realized Gain, and any reversals of OTTI Loss.

Quarterly Certificates. (i) Not later than thirty (30) days after the end of each Calendar Quarter from and including the initial Calendar Quarter to and including the Calendar Quarter in which the Applicable Anniversary of the Commencement Date falls (each of such Calendar Quarters being referred to herein as a “Shared-Loss Quarter”), the Assuming Bank shall deliver to the Receiver a certificate, signed by the Assuming Bank’s chief executive officer and its chief financial officer, setting forth in such form and detail as the Receiver may specify (a “Quarterly Certificate”): (A) the amount of Charge-Offs, the amount of Recoveries and the amount of Net Charge-Offs (which amount may be negative) during such Shared-Loss Quarter with respect to the Shared-Loss Assets (and for Recoveries, with respect to the Assets for which a charge-off was effected by the Failed Bank prior to Bank Closing); and (B) the aggregate amount of Reimbursable Expenses (which amount may be negative) during such Shared-Loss Quarter; and (C) net realized loss on the Shared Loss MTM Assets determined pursuant to FAS 115, expressed as a positive number (MTM Net Realized Loss), or net realized gain on the Shared Loss MTM assets, expressed as a negative number (MTM Net Realized Gain); and (D) any other than temporary impairment of the Shared Loss MTM Assets, determined pursuant to FAS 115, expressed as a positive number (“OTTI Loss”) or reversals of OTTI Loss, expressed as a negative number (for the avoidance of doubt, normal and customary unrealized xxxxmxxx-to-market changes by reason of the application of fair value accounting do not qualify for loss sharing payments). (ii) Not later than thirty (30) days after the end of each Calendar Quarter from and including the first Calendar Quarter following the final Shared-Loss Quarter to and including the Calendar Quarter in which the Termination Date falls (each of such Calendar Quarters being referred to herein as a “Recovery Quarter”), the Assuming Bank shall deliver to the Receiver a Quarterly Certificate setting forth, in such form and detail as the Receiver may specify (A) the amount of Recoveries and Recovery Expenses during such Recovery Quarter. On the Quarterly Certificate for the first Recovery Quarter only, the Assuming Bank may report as a separate item, in such form and detail as the Receiver may specify, the aggregate amount of any Reimbursable Expenses that: (a) were incurred prior to or during the final Shared-Loss Quarter, and (b) had not been included in any Quarterly Certificate for any Shared-Loss Quarter because they had not been actually paid by or on behalf of the Assuming Bank (in accordance with the terms of this Commercial Shared-Loss Agreement) during any Shared-Loss Quarter and (c) were actually paid by or on behalf of the Assuming Bank (in accordance with the terms of this Commercial Shared-Loss Agreement) during the first Recovery Quarter; and (B) net realized gain on the Shared Loss MTM Assets.

Quarterly Certificates. (i) Not later than thirty (30) days after the end of each Calendar Quarter from and including the initial Calendar Quarter to and including the Calendar Quarter in which the Applicable Anniversary of the Commencement Date falls (each of such Calendar Quarters being referred to herein as a “Shared-Loss Quarter”), the Assuming Bank shall deliver to the Receiver a certificate, Whole Bank w/ Loss Share – P&A Colonial Bank August 14, 2009 Montgomery, Alabama signed by the Assuming Bank’s chief executive officer and its chief financial officer, setting forth in such form and detail as the Receiver may specify (a “Quarterly Certificate”Certificate”)(an example of a Quarterly Certificate is attached as Exhibit 1): (A) the amount of Charge-Offs, the amount of Recoveries and the amount of Net Charge-Offs (which amount may be negative) during such Shared-Loss Quarter with respect to the Shared-Loss Assets (and for Recoveries, with respect to the Assets for which a charge-off was effected by the Failed Bank prior to Bank Closing); and (B) the aggregate amount of Reimbursable Expenses (which amount may be negative) during such Shared-Loss Quarter; and (C) net realized loss on the Shared Loss MTM Assets determined pursuant to FAS 115, expressed as a positive number (MTM SLS Net Realized Loss), or net realized gain on the Shared Loss MTM assets, expressed as a negative number (MTM and SLS Net Realized Gain), if any; and (D) any other than temporary impairment of the Shared Loss MTM Assets, determined pursuant to FAS 115, expressed as a positive number (“OTTI Loss”) or reversals of OTTI Loss, expressed as a negative number (for the avoidance of doubt, normal and customary unrealized xxxx-to-market changes by reason of the application of fair value accounting do not qualify for loss sharing payments)Adjustment. (ii) Not later than thirty (30) days after the end of each Calendar Quarter from and including the first Calendar Quarter following the final Shared-Loss Quarter to and including the Calendar Quarter in which the Termination Date falls (each of such Calendar Quarters being referred to herein as a “Recovery Quarter”), the Assuming Bank shall deliver to the Receiver a Quarterly Certificate setting forth, in such form and detail as the Receiver may specify (A) the amount of Recoveries and Recovery Expenses during such Recovery Quarter. On the Quarterly Certificate for the first Recovery Quarter only, the Assuming Bank may report as a separate item, in such form and detail as the Receiver may specify, the aggregate amount of any Reimbursable Expenses that: (a) were incurred prior to or during the final Shared-Loss Quarter, and (b) had not been included in any Quarterly Certificate for any Shared-Loss Quarter because they had not been actually paid by or on behalf of the Assuming Bank (in accordance with the terms of this Commercial Shared-Loss Agreement) during any Shared-Loss Quarter and (c) were actually paid by or on behalf of the Assuming Bank (in accordance with the terms of this Commercial Shared-Loss Agreement) during the first Recovery Quarter; and (B) net realized gain on the Shared Loss MTM AssetsSLS Net Realized Gain, and any reversals of OTTI Loss.

Quarterly Certificates. (i) Not later than thirty (30) days after the end of each Calendar Quarter from and including the initial Calendar Quarter to and including the Calendar Quarter in which the Applicable Anniversary of the Commencement Date falls (each of such Calendar Quarters being referred to herein as a “Shared-Loss Quarter”), the Assuming Bank Institution shall deliver to the Receiver a certificate, signed by the Assuming BankInstitution’s chief executive officer and its chief financial officer, setting forth in such form and detail as the Receiver may specify (a “Quarterly Certificate”Certificate”)(an example of a Quarterly Certificate is attached as Exhibit 1): (A) the amount of Charge-Offs, the amount of Recoveries and the amount of Net Charge-Offs (which amount may be negative) during such Shared-Loss Quarter with respect to the Shared-Loss Assets (and for Recoveries, with respect to the Assets for which a charge-off was effected by the Failed Bank prior to Bank Closing); and (B) the aggregate amount of Reimbursable Expenses (which amount may be negative) during such Shared-Loss Quarter; and (C) net realized loss on the Shared Loss MTM Assets determined pursuant to FAS 115, expressed as a positive number (MTM SLS Net Realized Loss), or net realized gain on the Shared Loss MTM assets, expressed as a negative number (MTM and SLS Net Realized Gain), if any; and (D) any other than temporary impairment of the Shared OTTI Adjustment. Module 1 – Whole Bank w/ Loss MTM AssetsShare – P&A 127 The Cowlitz Bank Version 2.07 Longview, determined pursuant to FAS 115Washington June 10, expressed as a positive number (“OTTI Loss”) or reversals of OTTI Loss, expressed as a negative number (for the avoidance of doubt, normal and customary unrealized xxxx-to-market changes by reason of the application of fair value accounting do not qualify for loss sharing payments).2010 (ii) Not later than thirty (30) days after the end of each Calendar Quarter from and including the first Calendar Quarter following the final Shared-Loss Quarter to and including the Calendar Quarter in which the Termination Date falls (each of such Calendar Quarters being referred to herein as a “Recovery Quarter”), the Assuming Bank Institution shall deliver to the Receiver a Quarterly Certificate setting forth, in such form and detail as the Receiver may specify (A) the amount of Recoveries and Recovery Expenses during such Recovery Quarter. On the Quarterly Certificate for the first Recovery Quarter only, the Assuming Bank Institution may report as a separate item, in such form and detail as the Receiver may specify, the aggregate amount of any Reimbursable Expenses that: (a) were incurred prior to or during the final Shared-Loss Quarter, and (b) had not been included in any Quarterly Certificate for any Shared-Loss Quarter because they had not been actually paid by or on behalf of the Assuming Bank Institution (in accordance with the terms of this Commercial Shared-Loss Agreement) during any Shared-Loss Quarter and (c) were actually paid by or on behalf of the Assuming Bank Institution (in accordance with the terms of this Commercial Shared-Loss Agreement) during the first Recovery Quarter; and (B) net realized gain on the Shared Loss MTM AssetsSLS Net Realized Gain, and any reversals of OTTI Loss.

Quarterly Certificates. (i) Not later than thirty (30) days after the end of each Calendar Quarter from and including the initial Calendar Quarter to and including the Calendar Quarter in which the Applicable Anniversary of the Commencement Date falls (each of such Calendar Quarters being referred to herein as a “Shared-Loss Quarter”), the Assuming Bank Institution shall deliver to the Receiver a certificate, signed by the Assuming BankInstitution’s chief executive officer and its chief financial officer, setting forth in such form and detail as the Receiver may specify (a “Quarterly Certificate”Certificate”)(an example of a Quarterly Certificate is attached as Exhibit 1): (A) the amount of Charge-Offs, the amount of Recoveries and the amount of Net Charge-Offs (which amount may be negative) during such Shared-Loss Quarter with respect to the Shared-Loss Assets (and for Recoveries, with respect to the Assets for which a charge-off was effected by the Failed Bank prior to Bank Closing); and (B) the aggregate amount of Reimbursable Expenses (which amount may be negative) during such Shared-Loss Quarter; and (C) net realized loss on the Shared Loss MTM Assets determined pursuant to FAS 115, expressed as a positive number (MTM SLS Net Realized Loss), or net realized gain on the Shared Loss MTM assets, expressed as a negative number (MTM and SLS Net Realized Gain), if any; and (D) any other than temporary impairment of the Shared Loss MTM Assets, determined pursuant to FAS 115, expressed as a positive number (“OTTI Loss”) or reversals of OTTI Loss, expressed as a negative number (for the avoidance of doubt, normal and customary unrealized xxxx-to-market changes by reason of the application of fair value accounting do not qualify for loss sharing payments)Adjustment. (ii) Not later than thirty (30) days after the end of each Calendar Quarter from and including the first Calendar Quarter following the final Shared-Loss Quarter to and including the Calendar Module 1 — Whole Bank w/ Loss Share — P&A GULF STATE COMMUNITY BANK Version 2.11B CARRABELLE, FLORIDA October 8, 2010 121 Quarter in which the Termination Date falls (each of such Calendar Quarters being referred to herein as a “Recovery Quarter”), the Assuming Bank Institution shall deliver to the Receiver a Quarterly Certificate setting forth, in such form and detail as the Receiver may specify (A) the amount of Recoveries and Recovery Expenses during such Recovery Quarter. On the Quarterly Certificate for the first Recovery Quarter only, the Assuming Bank Institution may report as a separate item, in such form and detail as the Receiver may specify, the aggregate amount of any Reimbursable Expenses that: (a) were incurred prior to or during the final Shared-Loss Quarter, and (b) had not been included in any Quarterly Certificate for any Shared-Loss Quarter because they had not been actually paid by or on behalf of the Assuming Bank Institution (in accordance with the terms of this Commercial Shared-Loss Agreement) during any Shared-Loss Quarter and (c) were actually paid by or on behalf of the Assuming Bank Institution (in accordance with the terms of this Commercial Shared-Loss Agreement) during the first Recovery Quarter; and (B) net realized gain on the Shared Loss MTM AssetsSLS Net Realized Gain, and any reversals of OTTI Loss.

Quarterly Certificates. (i) Not later than thirty (30) days after the end of each Calendar Quarter from and including the initial Calendar Quarter to and including the Calendar Quarter in which the Applicable Anniversary of the Commencement Date falls (each of such Calendar Quarters being referred to herein as a “Shared-Loss Quarter”), the Assuming Bank Institution shall deliver to the Receiver a certificate, signed by the Assuming BankInstitution’s chief executive officer and its chief financial officer, setting forth in such form and detail as the Receiver may specify (a “Quarterly Certificate”Certificate”)(an example of a Module 1 – Whole Bank w/ Loss Share – P&A Version 2.09A August 17, 2010 000 Xxxxx Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxx Quarterly Certificate is attached as Exhibit 1): (A) the amount of Charge-Offs, the amount of Recoveries and the amount of Net Charge-Offs (which amount may be negative) during such Shared-Loss Quarter with respect to the Shared-Loss Assets (and for Recoveries, with respect to the Assets for which a charge-off was effected by the Failed Bank prior to Bank Closing); and (B) the aggregate amount of Reimbursable Expenses (which amount may be negative) during such Shared-Loss Quarter; and (C) net realized loss on the Shared Loss MTM Assets determined pursuant to FAS 115, expressed as a positive number (MTM SLS Net Realized Loss), or net realized gain on the Shared Loss MTM assets, expressed as a negative number (MTM and SLS Net Realized Gain), if any; and (D) any other than temporary impairment of the Shared Loss MTM Assets, determined pursuant to FAS 115, expressed as a positive number (“OTTI Loss”) or reversals of OTTI Loss, expressed as a negative number (for the avoidance of doubt, normal and customary unrealized xxxx-to-market changes by reason of the application of fair value accounting do not qualify for loss sharing payments)Adjustment. (ii) Not later than thirty (30) days after the end of each Calendar Quarter from and including the first Calendar Quarter following the final Shared-Loss Quarter to and including the Calendar Quarter in which the Termination Date falls (each of such Calendar Quarters being referred to herein as a “Recovery Quarter”), the Assuming Bank Institution shall deliver to the Receiver a Quarterly Certificate setting forth, in such form and detail as the Receiver may specify (A) the amount of Recoveries and Recovery Expenses during such Recovery Quarter. On the Quarterly Certificate for the first Recovery Quarter only, the Assuming Bank Institution may report as a separate item, in such form and detail as the Receiver may specify, the aggregate amount of any Reimbursable Expenses that: (a) were incurred prior to or during the final Shared-Loss Quarter, and (b) had not been included in any Quarterly Certificate for any Shared-Loss Quarter because they had not been actually paid by or on behalf of the Assuming Bank Institution (in accordance with the terms of this Commercial Shared-Loss Agreement) during any Shared-Loss Quarter and (c) were actually paid by or on behalf of the Assuming Bank Institution (in accordance with the terms of this Commercial Shared-Loss Agreement) during the first Recovery Quarter; and (B) net realized gain on the Shared Loss MTM AssetsSLS Net Realized Gain, and any reversals of OTTI Loss.