Common use of Receiver’s Right to Withhold Payment Clause in Contracts

Receiver’s Right to Withhold Payment. Notwithstanding any other provision of this Article 2, the Receiver may withhold all or any portion of a payment to the Assuming Institution of the amount requested in a Monthly Certificate if the Receiver or the Corporation determines that: (i) a Monthly Certificate is incomplete, inaccurate or untimely; (ii) based upon the criteria set forth in this Agreement, including, without limitation, the requirements set forth in Section 2.4, or Customary Servicing Procedures, a Loss should not have been effected by the Assuming Institution; (iii) based upon the Examination Criteria, a Charge-Off of a Shared-Loss Loan should not have been effected by the Assuming Institution; (iv) there is a reasonable basis under the terms of this Agreement for denying the eligibility of amounts included in a Monthly Certificate for which reimbursement or payment is sought; (v) with respect to a particular Shared-Loss Loan, the Assuming Institution has not complied, or is not complying, with the Management Standards; (vi) the Assuming Institution has failed to comply with the requirements set forth in Section 5.5 including, but not limited to, permitting the Receiver, its agents, contractors and/or employees to determine compliance with this Agreement pursuant to Section 5.5(c); or (vii) a retroactive accounting adjustment is to be made by the Receiver pursuant to Section 5.5(c).

Receiver’s Right to Withhold Payment. Notwithstanding any other provision of this Article 2, the Receiver may withhold all or any portion of a payment to the Assuming Institution of the amount requested in a Monthly Certificate if the Receiver or the Corporation determines that: (i) a Monthly Certificate is incomplete, inaccurate or untimely; (ii) based upon the criteria set forth in this Agreement, including, without limitation, the requirements set forth in Section 2.4, or Customary Servicing Procedures, a Loss should not have been effected by the Assuming Institution; (iii) based upon the Examination Criteria, a Charge-Off of a Shared-Shared- Loss Loan should not have been effected by the Assuming Institution; (iv) there is a reasonable basis under the terms of this Agreement for denying the eligibility of amounts included in a Monthly Certificate for which reimbursement or payment is sought; (v) with respect to a particular Shared-Loss Loan, the Assuming Institution has not complied, or is not complying, with the Management Standards; (vi) the Assuming Institution has failed to comply with the requirements set forth in Section 5.5 including, but not limited to, permitting the Receiver, its agents, contractors and/or employees to determine compliance with this Agreement pursuant to Section 5.5(c); or (vii) a retroactive accounting adjustment is to be made by the Receiver pursuant to Section 5.5(c).

Receiver’s Right to Withhold Payment. Notwithstanding any other provision of this Article 2, the Receiver may withhold all or any portion of a payment to the Assuming Institution of the amount requested in a Monthly Certificate if the Receiver or the Corporation determines that: (i) a Monthly Certificate is incomplete, inaccurate or untimely; (ii) based upon the criteria set forth in this Agreement, including, without limitation, the requirements set forth in Section 2.4, or Customary Servicing Procedures, a Loss should not have been effected by the Assuming Institution; (iii) based upon the Examination Criteria, a Charge-Off of a Shared-Loss Loan should not have been effected by the Assuming Institution; (iv) there is a reasonable basis under the terms of this Agreement for denying the eligibility of amounts included in a Monthly Certificate for which reimbursement or payment is sought; (v) with respect to a particular Shared-Loss Loan, the Assuming Institution has not complied, or is not complying, with the Management Standards; (vi) the Assuming Institution has failed to comply with the requirements set forth in Section 5.5 including, but not limited to, permitting the Module 1 — Whole Bank w/ Optional Shared Loss Agreements XXXXXX COMMUNITY BANK Version 3.01 — Single Family Shared-Loss Agreement BROOKSVILLE, FLORIDA December 8, 2010 Receiver, its agents, contractors and/or employees to determine compliance with this Agreement pursuant to Section 5.5(c); or (vii) a retroactive accounting adjustment is to be made by the Receiver pursuant to Section 5.5(c).

Receiver’s Right to Withhold Payment. Notwithstanding any other provision of this Article 2, the Receiver may withhold all or any portion of a payment to the Assuming Institution of the amount requested in a Monthly Certificate if the Receiver or the Corporation determines that: (i) a Monthly Certificate is incomplete, inaccurate or untimely;; Module 1 — Whole Bank w/ Optional Shared Loss Agreements Coastal Bank Version 3.01 — Single family Shared-Loss Agreement Cocoa Beach, FL December 8, 2010 (ii) based upon the criteria set forth in this Agreement, including, without limitation, the requirements set forth in Section 2.4, or Customary Servicing Procedures, a Loss should not have been effected by the Assuming Institution; (iii) based upon the Examination Criteria, a Charge-Off of a Shared-Loss Loan should not have been effected by the Assuming Institution; (iv) there is a reasonable basis under the terms of this Agreement for denying the eligibility of amounts included in a Monthly Certificate for which reimbursement or payment is sought; (v) with respect to a particular Shared-Loss Loan, the Assuming Institution has not complied, or is not complying, with the Management Standards; (vi) the Assuming Institution has failed to comply with the requirements set forth in Section 5.5 including, but not limited to, permitting the Receiver, its agents, contractors and/or employees to determine compliance with this Agreement pursuant to Section 5.5(c); or (vii) a retroactive accounting adjustment is to be made by the Receiver pursuant to Section 5.5(c).

Receiver’s Right to Withhold Payment. Notwithstanding any other provision of this Article 22 to the contrary, the Receiver may elect to withhold all or any portion of a payment to the Assuming Institution of the amount requested in a Monthly Quarterly Certificate (a “Withheld Amount”) if the Receiver or the Corporation determines that: (i) a Monthly Certificate is incomplete, inaccurate or untimely; (ii) based upon the criteria set forth in this Agreement, including, without limitation, the requirements set forth in Section 2.4, or Customary Servicing Procedures, a Loss should not have been effected by the Assuming Institution; (iii) based upon the Examination Criteria, a Charge-Off of a Shared-Loss Loan should not have been effected by the Assuming Institution; (iv) there is a reasonable basis under the terms of this Agreement for denying the eligibility of amounts included in a Monthly Certificate for which reimbursement or payment is sought; (v) with respect to a particular Shared-Loss LoanAsset, the Assuming Institution has not complied, or is not complying, with the Management StandardsStandards or any other requirement or obligation set forth in this Agreement applicable with respect to such Shared-Loss Asset; (viii) the Assuming Institution has failed to comply with the requirements set forth in Section 5.5 including5.5, but not limited to, including permitting the Receiver, its agents, contractors and/or employees to determine perform the operational and compliance with this Agreement pursuant audit, and to make the assessment, described in Section 5.5(c); or; (viiiii) a retroactive accounting adjustment is to be made by the Receiver required pursuant to Section 5.5(c)) and such adjustment results in a payment being due to the Receiver; (iv) a Quarterly Certificate is untrue, incomplete, incorrect or untimely or otherwise is not in compliance with the requirements of this Agreement; (v) a Charge-Off of a Shared-Loss Asset should not have been effected by the Assuming Institution; (vi) there is a reasonable basis pursuant to the terms of this Agreement for denying the eligibility of amounts included in a Quarterly Certificate for which reimbursement or payment is sought; (vii) the Receiver is entitled to a payment from the Assuming Institution pursuant to the terms of the Single Family Agreement that has not been made when and as due; or (viii) the Receiver is entitled to a payment from the Assuming Institution pursuant to the terms of this Agreement, whether or not reported on any Quarterly Certificate, that has not been made when and as due.

Receiver’s Right to Withhold Payment. Notwithstanding any other provision of this Article 2, the Receiver may withhold all or any portion of a payment to the Assuming Institution of the amount requested in a Monthly Certificate if the Receiver or the Corporation determines that: (i) a Monthly Certificate is incomplete, inaccurate or untimely; (ii) based upon the criteria set forth in this Agreement, including, without limitation, the requirements set forth in Section 2.4, or Customary Servicing Procedures, a Loss should not have been effected by the Assuming Institution; (iii) based upon the Examination Criteria, a Charge-Off of a Shared-Loss Loan should not have been effected by the Assuming Institution; (iv) there is a reasonable basis under the terms of this Agreement for denying the eligibility of amounts included in a Monthly Certificate for which reimbursement or payment is sought; (v) with respect to a particular Shared-Loss Loan, the Assuming Institution has not complied, or is not complying, with the Management Standards; (vi) the Assuming Institution has failed to comply with the requirements set forth in Section 5.5 including, but not limited to, permitting the Receiver, its agents, contractors and/or employees to determine compliance with this Agreement pursuant to Section 5.5(c); or (vii) a retroactive accounting adjustment is to be made by the Receiver pursuant to Section 5.5(c).. Module 1 – Whole Bank w/ Optional Shared Loss Agreements First Georgia Banking Company Version 3.1.1 – SINGLE FAMILY SHARED-LOSS AGREEMENT Franklin, Georgia April 27, 2011

Receiver’s Right to Withhold Payment. Notwithstanding any other provision of this Article 2, the Receiver may withhold all or any portion of a payment to the Assuming Institution of the amount requested in a Monthly Certificate if the Receiver or the Corporation determines that: (i) a Monthly Certificate is incomplete, inaccurate or untimely; (ii) based upon the criteria set forth in this Agreement, including, ,without limitation, the requirements set forth in Section 2.4, or Customary Servicing Procedures, a Loss should not have been effected by the Assuming Institution; (iii) based upon the Examination Criteria, a Charge-Off of a Shared-Loss Loan should not have been effected by the Assuming Institution; (iv) there is a reasonable basis under the terms of this Agreement for denying the eligibility of amounts included in a Monthly Certificate for which reimbursement or payment is sought; (v) with respect to a particular Shared-Loss Loan, the Assuming Institution has not complied, or is not complying, with the Management Standards; (vi) the Assuming Institution has failed to comply with the requirements set forth in Section 5.5 including, but not limited to, permitting the Receiver, its agents, contractors and/or employees to determine compliance with this Agreement pursuant to Section 5.5(c); or (vii) a retroactive accounting adjustment is to be made by the Receiver pursuant to Section 5.5(c).. 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

Receiver’s Right to Withhold Payment. Notwithstanding any other provision of this Article 2, the Receiver may withhold all or any portion of a payment to the Assuming Institution of the amount requested in a Monthly Certificate if the Receiver or the Corporation determines that: (i) a Monthly Certificate is incomplete, inaccurate or untimely; (ii) based upon the criteria set forth in this Agreement, including, without limitation, the requirements set forth in Section 2.4, or Customary Servicing Procedures, a Loss should not have been effected by the Assuming Institution; (iii) based upon the Examination Criteria, a Charge-Off of a Shared-Loss Loan should not have been effected by the Assuming Institution; (iv) there is a reasonable basis under the terms of this Agreement for denying the eligibility of amounts included in a Monthly Certificate for which reimbursement or payment is sought; (v) with respect to a particular Shared-Loss Loan, the Assuming Institution has not complied, or is not complying, with the Management Standards; (vi) the Assuming Institution has failed to comply with the requirements set forth in Section 5.5 including, but not limited to, permitting the Receiver, its agents, contractors and/or employees to determine compliance with this Agreement pursuant to Section 5.5(c); or (vii) a retroactive accounting adjustment is to be made by the Receiver pursuant to Section 5.5(c).. Module 1 – Whole Bank w/ Optional Shared Loss Agreements SF-5 High Trust Bank Version 3.1.1 – SINGLE FAMILY SHARED-LOSS AGREEMENT Stockbridge, Georgia April 27, 2011 Table of Contents

Receiver’s Right to Withhold Payment. Notwithstanding any other provision of this Article 2, the Receiver may withhold all or any portion of a payment to the Assuming Institution of the amount requested in a Monthly Quarterly Certificate if the Receiver or the Corporation determines that: 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 (i) a Monthly the Quarterly Certificate is incomplete, inaccurate or untimely; (ii) based upon the criteria set forth in this Agreement, including, without limitation, the requirements set forth in Section 2.4, or Customary Servicing Procedures, a Loss should not have been effected by the Assuming Institution; (iii) based upon the Examination Criteria, a Charge-Off of a Shared-Loss Loan Asset should not have been effected by the Assuming Institution; (iviii) there is a reasonable basis under the terms of this Agreement for denying the eligibility of amounts included in a Monthly Quarterly Certificate for which reimbursement or payment is sought; (viv) with respect to a particular Shared-Loss LoanAsset, the Assuming Institution has not complied, complied or is not complying, complying with the Management Standards; (viv) the Assuming Institution has failed to comply with the requirements set forth in Section 5.5 including, but not limited to, to permitting the Receiver, its agents, contractors and/or employees to determine compliance with this Agreement pursuant to Section 5.5(c); or (viivi) a retroactive accounting adjustment is to be made by the Receiver pursuant to Section 5.5(c).

Receiver’s Right to Withhold Payment. Notwithstanding any other provision of this Article 2, the Receiver may withhold all or any portion of a payment to the Assuming Institution of the amount requested in a Monthly Certificate if the Receiver or the Corporation determines that: (i) a Monthly Certificate is incomplete, inaccurate or untimely; (ii) based upon the criteria set forth in this Agreement, including, without limitation, the requirements set forth in Section 2.4, or Customary Servicing Procedures, a Loss should not have been effected by the Assuming Institution; (iii) based upon the Examination Criteria, a Charge-Off of a Shared-Loss Loan should not have been effected by the Assuming Institution; (iv) there is a reasonable basis under the terms of this Agreement for denying the eligibility of amounts included in a Monthly Certificate for which reimbursement or payment is sought; (v) with respect to a particular Shared-Loss Loan, the Assuming Institution has not complied, or is not complying, with the Management Standards; (vi) the Assuming Institution has failed to comply with the requirements set forth in Section 5.5 including, but not limited to, permitting the Receiver, its agents, contractors and/or employees to determine compliance with this Agreement pursuant to Section 5.5(c); or (vii) a retroactive accounting adjustment is to be made by the Receiver pursuant to Section 5.5(c).. Module 1 – Whole Bank w/ Optional Shared Loss Agreements SF-5 Summit Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Burlington, Washington April 27, 2011

Receiver’s Right to Withhold Payment. Notwithstanding any other provision of this Article 2, the Receiver may withhold all or any portion of a payment to the Assuming Institution of the amount requested in a Monthly Certificate if the Receiver or the Corporation determines that: (i) a Monthly Certificate is incomplete, inaccurate or untimely; (ii) based upon the criteria set forth in this Agreement, including, without limitation, the requirements set forth in Section 2.4, or Customary Servicing Procedures, a Loss should not have been effected by the Assuming Institution; (iii) based upon the Examination Criteria, a Charge-Off of a Shared-Shared- Loss Loan should not have been effected by the Assuming Institution; (iv) there is a reasonable basis under the terms of this Agreement for denying the eligibility of amounts included in a Monthly Certificate for which reimbursement or payment is sought; (v) with respect to a particular Shared-Loss Loan, the Assuming Institution has not complied, or is not complying, with the Management Standards; (vi) the Assuming Institution has failed to comply with the requirements set forth in Section 5.5 including, but not limited to, permitting the Receiver, its agents, contractors and/or employees to determine compliance with this Agreement pursuant to Section 5.5(c); or (vii) a retroactive accounting adjustment is to be made by the Receiver pursuant to Section 5.5(c).. Module 1 – Whole Bank w/ Optional Shared Loss Agreements SF-5 Blue Ridge Savings Bank, Inc. Version 3.2 – Single Family Shared-Loss Agreement Asheville, North Carolina July 15, 2011

Receiver’s Right to Withhold Payment. Notwithstanding any other provision of this Article 2, the Receiver may withhold all or any portion of a payment to the Assuming Institution of the amount requested in a Monthly Certificate if the Receiver or the Corporation determines that: (i) a Monthly Certificate is incomplete, inaccurate or untimely; (ii) based upon the criteria set forth in this Agreement, including, without limitation, the requirements set forth in Section 2.4, or Customary Servicing Procedures, a Loss should not have been effected by the Assuming Institution; (iii) based upon the Examination Criteria, a Charge-Off of a Shared-Loss Loan should not have been effected by the Assuming Institution; (iv) there is a reasonable basis under the terms of this Agreement for denying the eligibility of amounts included in a Monthly Certificate for which reimbursement or payment is sought; (v) with respect to a particular Shared-Loss Loan, the Assuming Institution has not complied, or is not complying, with the Management Standards; (vi) the Assuming Institution has failed to comply with the requirements set forth in Section 5.5 including, but not limited to, permitting the Receiver, its agents, contractors and/or employees to determine compliance with this Agreement pursuant to Section 5.5(c); or (vii) a retroactive accounting adjustment is to be made by the Receiver pursuant to Section 5.5(c).. Module 1 – Whole Bank w/ Optional Shared Loss Agreements Version 3.3.1 – SINGLE FAMILY SHARED-LOSS AGREEMENT December 7, 2011 SF-5 Central Bank of Georgia Ellaville, GA

Receiver’s Right to Withhold Payment. Notwithstanding any other provision of this Article 2, the Receiver may withhold all or any portion of a payment to the Assuming Institution of the amount requested in a Monthly Certificate if the Receiver or the Corporation determines that: (i) a Monthly Certificate is incomplete, inaccurate or untimely; (ii) based upon the criteria set forth in this Agreement, including, without limitation, the requirements set forth in Section 2.4, or Customary Servicing Procedures, a Loss should not have been effected by the Assuming Institution; (iii) based upon the Examination Criteria, a Charge-Off of a Shared-Loss Loan should not have been effected by the Assuming Institution; (iv) there is a reasonable basis under the terms of this Agreement for denying the eligibility of amounts included in a Monthly Certificate for which reimbursement or payment is sought; (v) with respect to a particular Shared-Loss Loan, the Assuming Institution has not complied, or is not complying, with the Management Standards; (vi) the Assuming Institution has failed to comply with the requirements set forth in Section 5.5 including, but not limited to, permitting the Receiver, its agents, contractors and/or employees to determine compliance with this Agreement pursuant to Section 5.5(c); or (vii) a retroactive accounting adjustment is to be made by the Receiver pursuant to Section 5.5(c).. Module 1 – Whole Bank w/ Optional Shared Loss Agreements SF-5 Central Florida State Bank Version 3.3.1 – SINGLE FAMILY SHARED-LOSS AGREEMENT Belleview, Florida December 7, 2011

Receiver’s Right to Withhold Payment. Notwithstanding any other provision of this Article 2, the Receiver may withhold all or any portion of a payment to the Assuming Institution of the amount requested in a Monthly Certificate if the Receiver or the Corporation determines that: (i) a Monthly Certificate is incomplete, inaccurate or untimely; (ii) based upon the criteria set forth in this Agreement, including, without limitation, the requirements set forth in Section 2.4, or Customary Servicing Procedures, a Loss should not have been effected by the Assuming Institution; (iii) based upon the Examination Criteria, a Charge-Off of a Shared-Loss Loan should not have been effected by the Assuming Institution; (iv) there is a reasonable basis under the terms of this Agreement for denying the eligibility of amounts included in a Monthly Certificate for which reimbursement or payment is sought; (v) with respect to a particular Shared-Loss Loan, the Assuming Institution has not complied, or is not complying, with the Management Standards; (vi) the Assuming Institution has failed to comply with the requirements set forth in Section 5.5 including, but not limited to, permitting the Receiver, its agents, contractors and/or employees to determine compliance with this Agreement pursuant to Section 5.5(c); or (vii) a retroactive accounting adjustment is to be made by the Receiver pursuant to Section 5.5(c).. Module 1 – Whole Bank w/ Optional Shared Loss Agreements SF-5 First Guaranty Bank and Trust Company of Jacksonville Version 3.3.1 –SINGLE FAMILY SHARED-LOSS AGREEMENT Jacksonville, FL December 7, 2011

Receiver’s Right to Withhold Payment. Notwithstanding any other provision of this Article 2, the Receiver may withhold all or any portion of a payment to the Assuming Institution of the amount requested in a Monthly Certificate if the Receiver or the Corporation determines that: (i) a Monthly Certificate is incomplete, inaccurate or untimely; (ii) based upon the criteria set forth in this Agreement, including, without limitation, the requirements set forth in Section 2.4, or Customary Servicing Procedures, a Loss should not have been effected by the Assuming Institution; (iii) based upon the Examination Criteria, a Charge-Off of a Shared-Loss Loan should not have been effected by the Assuming Institution; (iv) there is a reasonable basis under the terms of this Agreement for denying the eligibility of amounts included in a Monthly Certificate for which reimbursement or payment is sought; (v) with respect to a particular Shared-Loss Loan, the Assuming Institution has not complied, or is not complying, with the Management Standards; (vi) the Assuming Institution has failed to comply with the requirements set forth in Section 5.5 including, but not limited to, permitting the Receiver, its agents, contractors and/or employees to determine compliance with this Agreement pursuant to Section 5.5(c); or (vii) a retroactive accounting adjustment is to be made by the Receiver pursuant to Section 5.5(c).. Fixed Price Whole Bank w/ Optional Shared Loss Agreements SF-5 Old Harbor Bank Version 3.2 – SINGLE FAMILY SHARED-LOSS AGREEMENT Clearwater, Florida July 15, 2011