Common use of SALE OF CERTAIN SHARED-LOSS ASSETS Clause in Contracts

SALE OF CERTAIN SHARED-LOSS ASSETS. 17 4.1 Sales of Shared-Loss Assets 17 4.2 Calculation of Gain or Loss on Sale 17 4.3 Sale of ORE, Additional ORE or Subsidiary ORE 18 ARTICLE 5. CERTIFICATES, REPORTS AND RECORDS 18 5.1 Reporting Obligations of the Assuming Institution 18 5.2 Quarterly Certificates 18 5.3 Notification of Certain Transactions 19 5.4 Notification of Related Loans 20 5.5 Auditor’s Report; Right to Audit 20 5.6 Accounting Principles 21 5.7 Records and Reports 21 ARTICLE 6. MISCELLANEOUS 22 6.1 Expenses 22 6.2 Successors and Assigns 22 6.3 Waiver of Jury Trial 23 6.4 No Third Party Beneficiary 23 6.5 Consent; Determination of Discretion 23 6.6 Rights Cumulative 23 6.7 References 23 6.8 Notice 24 ARTICLE 7. DISPUTE RESOLUTION 24 7.1 Methods of Resolution 24 7.2 Informal Resolution 24 7.3 Resolution by Non-Binding Dispute Resolution Proceeding 25 7.4 Confidentiality of Compromise Negotiations 25 7.5 Payment Resulting from Compromise Negotiations 25 7.6 Formal Resolution 25 7.7 Limitation on FDIC Party 26 7.8 Effectiveness of Agreement Pending Dispute 26 7.9 Governing Rules and Law 26 7.10 Review Board Proceedings 26 7.11 Impartiality 28 7.12 Schedule 28 7.13 Written Award 28 7.14 Interest Rate on Award 29 7.15 Payments 29 7.16 Fees, Costs and Expenses 29 7.17 Binding and Conclusive Nature 29 7.18 No Precedent 29 7.19 Confidentiality; Proceedings, Information and Documents 29 7.20 Confidentiality of Arbitration Award 30 7.21 Extension of Time Periods 30 7.22 Venue 30 ARTICLE 8. DEFINITIONS 30 Module 1 – Whole Bank w/ Optional Shared Loss Agreements C-i Summit Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Burlington, Washington April 27, 2011 EXHIBITS Page True-Up Exhibit 2.5 38 Exclusion from Reimbursable Expenses Exhibit 2.7 39 Interest Income as a Recovery Exhibit 2.9 40 Form of Quarterly Certificates Exhibit 5.2 41 SCHEDULES Page Loans Subject to Loss-Sharing under the Commercial Shared-Loss Agreement Schedule 4.15B 46 Shared-Loss Subsidiaries Schedule 4.15D 47 Module 1 – Whole Bank w/ Optional Shared Loss Agreements C-ii Summit Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Burlington, Washington April 27, 2011 EXHIBIT 4.15B

SALE OF CERTAIN SHARED-LOSS ASSETS. 17 4.1 Sales of Shared-Loss Assets 17 4.2 Calculation of Gain or Loss on Sale 17 4.3 Sale of ORE, Additional ORE or Subsidiary ORE 18 ARTICLE 5. CERTIFICATES, REPORTS AND RECORDS 18 5.1 Reporting Obligations of the Assuming Institution 18 5.2 Quarterly Certificates 18 5.3 Notification of Certain Transactions 19 5.4 Notification of Related Loans 20 5.5 Auditor’s Report; Right to Audit 20 5.6 Accounting Principles 21 5.7 Records and Reports 21 ARTICLE 6. MISCELLANEOUS 22 6.1 Expenses 22 6.2 Successors and Assigns 22 6.3 Waiver of Jury Trial 23 6.4 No Third Party Beneficiary 23 6.5 Consent; Determination of Discretion 23 6.6 Rights Cumulative 23 6.7 References 23 6.8 Notice 24 23 ARTICLE 7. DISPUTE RESOLUTION 24 7.1 Methods of Resolution 24 7.2 Informal Resolution 24 7.3 Resolution by Non-Binding Dispute Resolution Proceeding 25 24 7.4 Confidentiality of Compromise Negotiations 25 7.5 Payment Resulting from Compromise Negotiations 25 7.6 Formal Resolution 25 7.7 Limitation on FDIC Party 26 7.8 Effectiveness of Agreement Pending Dispute 26 7.9 Governing Rules and Law 26 7.10 Review Board Proceedings 26 7.11 Impartiality 28 7.12 Schedule 28 7.13 Written Award 28 7.14 Interest Rate on Award 29 28 7.15 Payments 29 7.16 Fees, Costs and Expenses 29 7.17 Binding and Conclusive Nature 29 7.18 No Precedent 29 7.19 Confidentiality; Proceedings, Information and Documents 29 7.20 Confidentiality of Arbitration Award 30 7.21 Extension of Time Periods 30 7.22 Venue 30 ARTICLE 8. DEFINITIONS 30 Module 1 – Whole Bank w/ Optional Shared Loss Agreements CVersion 3.01– COMMERCIAL SHARED-i Summit Bank Version 3.1.1 – PURCHASE AND ASSUMPTION LOSS AGREEMENT BurlingtonApril 29, Washington April 270000 X-x Xxxxx Xxxxxx Xxxxxxxxx Xxxx Xxxxxx, 2011 XX EXHIBITS Page True-Up Exhibit 2.5 38 Exclusion from Reimbursable Expenses Exhibit 2.7 39 Interest Income as a Recovery Exhibit 2.9 40 Form of Quarterly Certificates Exhibit 5.2 41 SCHEDULES Page Loans Subject to Loss-Sharing under the Commercial Shared-Loss Agreement Schedule 4.15B 46 45 Shared-Loss Subsidiaries Schedule 4.15D 47 46 Module 1 – Whole Bank w/ Optional Shared Loss Agreements CVersion 3.01– COMMERCIAL SHARED-ii Summit Bank Version 3.1.1 – PURCHASE AND ASSUMPTION LOSS AGREEMENT BurlingtonApril 29, Washington April 270000 X-xx Xxxxx Xxxxxx Xxxxxxxxx Xxxx Xxxxxx, 2011 XX EXHIBIT 4.15B

SALE OF CERTAIN SHARED-LOSS ASSETS. 17 4.1 Sales of Shared-Loss Assets 17 4.2 Calculation of Gain or Loss on Sale 17 4.3 Sale of ORE, Additional ORE or Subsidiary ORE 18 ARTICLE 5. CERTIFICATES, REPORTS AND RECORDS 18 5.1 Reporting Obligations of the Assuming Institution 18 5.2 Quarterly Certificates 18 5.3 Notification of Certain Transactions 19 5.4 Notification of Related Loans 20 5.5 Auditor’s Report; Right to Audit 20 5.6 Accounting Principles 21 5.7 Records and Reports 21 ARTICLE 6. MISCELLANEOUS 22 6.1 Expenses 22 6.2 Successors and Assigns 22 6.3 Waiver of Jury Trial 23 6.4 No Third Party Beneficiary 23 6.5 Consent; Determination of Discretion 23 6.6 Rights Cumulative 23 6.7 References 23 6.8 Notice 24 23 ARTICLE 7. DISPUTE RESOLUTION 24 7.1 Methods of Resolution 24 7.2 Informal Resolution 24 7.3 Resolution by Non-Binding Dispute Resolution Proceeding 25 24 7.4 Confidentiality of Compromise Negotiations 25 7.5 Payment Resulting from Compromise Negotiations 25 7.6 Formal Resolution 25 7.7 Limitation on FDIC Party 26 7.8 Effectiveness of Agreement Pending Dispute 26 7.9 Governing Rules and Law 26 7.10 Review Board Proceedings 26 7.11 Impartiality 28 7.12 Schedule 28 7.13 Written Award 28 7.14 Interest Rate on Award 29 28 7.15 Payments 29 7.16 Fees, Costs and Expenses 29 7.17 Binding and Conclusive Nature 29 7.18 No Precedent 29 7.19 Confidentiality; Proceedings, Information and Documents 29 7.20 Confidentiality of Arbitration Award 30 7.21 Extension of Time Periods 30 7.22 Venue 30 ARTICLE 8. DEFINITIONS 30 Module 1 – Whole Bank w/ Optional Shared Loss Agreements C-i Summit First Heritage Bank Version 3.1.1 – PURCHASE AND ASSUMPTION COMMERCIAL SHARED-LOSS AGREEMENT BurlingtonSnohomish, Washington April 27, 2011 EXHIBITS Page True-Up Exhibit 2.5 38 Exclusion from Reimbursable Expenses Exhibit 2.7 39 Interest Income as a Recovery Exhibit 2.9 40 Form of Quarterly Certificates Exhibit 5.2 41 SCHEDULES Page Loans Subject to Loss-Sharing under the Commercial Shared-Loss Agreement Schedule 4.15B 46 45 Shared-Loss Subsidiaries Schedule 4.15D 47 46 Module 1 – Whole Bank w/ Optional Shared Loss Agreements C-ii Summit First Heritage Bank Version 3.1.1 – PURCHASE AND ASSUMPTION COMMERCIAL SHARED-LOSS AGREEMENT BurlingtonSnohomish, Washington April 27, 2011 EXHIBIT 4.15B

SALE OF CERTAIN SHARED-LOSS ASSETS. 17 4.1 Sales of Shared-Loss Assets 17 4.2 Calculation of Gain or Loss on Sale 17 18 4.3 Sale of ORE, Additional ORE or Subsidiary ORE 18 ARTICLE 5. CERTIFICATES, REPORTS AND RECORDS 18 5.1 Reporting Obligations of the Assuming Institution 18 5.2 Quarterly Certificates 18 19 5.3 Notification of Certain Transactions 19 20 5.4 Notification of Related Loans 20 5.5 Auditor’s Report; Right to Audit 20 5.6 Accounting Principles 21 5.7 Records and Reports 21 22 ARTICLE 6. MISCELLANEOUS 22 6.1 Expenses 22 6.2 Successors and Assigns 22 6.3 Waiver of Jury Trial 23 6.4 No Third Party Beneficiary 23 6.5 Consent; Determination of Discretion 23 6.6 Rights Cumulative 23 6.7 References 23 24 6.8 Notice 24 ARTICLE 7. DISPUTE RESOLUTION 24 25 7.1 Methods of Resolution 24 25 7.2 Informal Resolution 24 25 7.3 Resolution by Non-Binding Dispute Resolution Proceeding 25 7.4 Confidentiality of Compromise Negotiations 25 7.5 Payment Resulting from Compromise Negotiations 25 7.6 Formal Resolution 25 7.7 Limitation on FDIC Party 26 7.8 Effectiveness of Agreement Pending Dispute 26 7.9 Governing Rules and Law 26 27 7.10 Review Board Proceedings 26 27 7.11 Impartiality 28 7.12 Schedule 28 29 7.13 Written Award 28 29 7.14 Interest Rate on Award 29 7.15 Payments 29 7.16 Fees, Costs and Expenses 29 7.17 Binding and Conclusive Nature 29 7.18 No Precedent 29 30 7.19 Confidentiality; Proceedings, Information and Documents 29 30 7.20 Confidentiality of Arbitration Award 30 7.21 Extension of Time Periods 30 7.22 Venue 30 ARTICLE 8. DEFINITIONS 30 Module 1 – Whole Bank w/ Optional Shared Loss Agreements Version 4.2.2 – COMMERCIAL SHARED-LOSS AGREEMENT C-i Summit Security Exchange Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT BurlingtonMarietta, Washington April 27, 2011 Georgia EXHIBITS Page True-Up Exhibit 2.5 38 39 Exclusion from Reimbursable Expenses Exhibit 2.7 39 40 Interest Income as a Recovery Exhibit 2.9 40 41 Form of Quarterly Certificates Exhibit 5.2 41 42 SCHEDULES Page Loans Subject to Loss-Sharing under the Commercial Shared-Loss Agreement Schedule 4.15B 46 Shared-Loss Subsidiaries Schedule 4.15D 47 Module 1 – Whole Bank w/ Optional Shared Loss Agreements Version 4.2.2 – COMMERCIAL SHARED-LOSS AGREEMENT June 1, 2012 C-ii Summit Security Exchange Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT BurlingtonMarietta, Washington April 27, 2011 Georgia EXHIBIT 4.15B

SALE OF CERTAIN SHARED-LOSS ASSETS. 17 4.1 Sales of Shared-Loss Assets 17 4.2 Calculation of Gain or Loss on Sale 17 4.3 Sale of ORE, Additional ORE or Subsidiary ORE 18 ARTICLE 5. CERTIFICATES, REPORTS AND RECORDS 18 5.1 Reporting Obligations of the Assuming Institution 18 5.2 Quarterly Certificates 18 5.3 Notification of Certain Transactions 19 5.4 Notification of Related Loans 20 5.5 Auditor’s Report; Right to Audit 20 5.6 Accounting Principles 21 5.7 Records and Reports 21 ARTICLE 6. MISCELLANEOUS 22 6.1 Expenses 22 6.2 Successors and Assigns 22 6.3 Waiver of Jury Trial 23 6.4 No Third Party Beneficiary 23 6.5 Consent; Determination of Discretion 23 6.6 Rights Cumulative 23 6.7 References 23 6.8 Notice 24 23 ARTICLE 7. DISPUTE RESOLUTION 24 7.1 Methods of Resolution 24 7.2 Informal Resolution 24 7.3 Resolution by Non-Binding Dispute Resolution Proceeding 25 24 7.4 Confidentiality of Compromise Negotiations 25 7.5 Payment Resulting from Compromise Negotiations 25 7.6 Formal Resolution 25 7.7 Limitation on FDIC Party 26 7.8 Effectiveness of Agreement Pending Dispute 26 7.9 Governing Rules and Law 26 7.10 Review Board Proceedings 26 7.11 Impartiality 28 7.12 Schedule 28 7.13 Written Award 28 7.14 Interest Rate on Award 29 28 7.15 Payments 29 7.16 Fees, Costs and Expenses 29 7.17 Binding and Conclusive Nature 29 7.18 No Precedent 29 7.19 Confidentiality; Proceedings, Information and Documents 29 7.20 Confidentiality of Arbitration Award 30 7.21 Extension of Time Periods 30 7.22 Venue 30 ARTICLE 8. DEFINITIONS 30 Module 1 – Whole Bank w/ Optional Shared Loss Agreements CVersion 3.01 – COMMERCIAL SHARED-i Summit Bank Version 3.1.1 – PURCHASE AND ASSUMPTION LOSS AGREEMENT BurlingtonDecember 8, Washington April 270000 X-x Xxx Xxxx Xxxxxx Xxxx Xxxxxxxx, 2011 XX EXHIBITS Page True-Up Exhibit 2.5 38 Exclusion from Reimbursable Expenses Exhibit 2.7 39 Interest Income as a Recovery Exhibit 2.9 40 Form of Quarterly Certificates Exhibit 5.2 41 SCHEDULES Page Loans Subject to Loss-Sharing under the Commercial Shared-Loss Agreement Schedule 4.15B 46 45 Shared-Loss Subsidiaries Schedule 4.15D 47 46 Module 1 – Whole Bank w/ Optional Shared Loss Agreements CVersion 3.01 – COMMERCIAL SHARED-ii Summit Bank Version 3.1.1 – PURCHASE AND ASSUMPTION LOSS AGREEMENT BurlingtonDecember 8, Washington April 270000 X-xx Xxx Xxxx Xxxxxx Xxxx Xxxxxxxx, 2011 XX EXHIBIT 4.15B

SALE OF CERTAIN SHARED-LOSS ASSETS. 17 4.1 Sales of Shared-Loss Assets 17 4.2 Calculation of Gain or Loss on Sale 17 4.3 Sale of ORE, Additional ORE or Subsidiary ORE ORE. 18 ARTICLE 5. CERTIFICATES, REPORTS AND RECORDS 18 5.1 Reporting Obligations of the Assuming Institution 18 5.2 Quarterly Certificates 18 5.3 Notification of Certain Transactions 19 5.4 Notification of Related Loans 20 5.5 Auditor’s Report; Right to Audit 20 5.6 Accounting Principles 21 5.7 Records and Reports 21 ARTICLE 6. MISCELLANEOUS 22 6.1 Expenses 22 6.2 Successors and Assigns 22 6.3 Waiver of Jury Trial 23 6.4 No Third Party Beneficiary 23 6.5 Consent; Determination of Discretion 23 6.6 Rights Cumulative 23 6.7 References 23 6.8 Notice 24 23 ARTICLE 7. DISPUTE RESOLUTION 24 7.1 Methods of Resolution 24 7.2 Informal Resolution 24 7.3 Resolution by Non-Binding Dispute Resolution Proceeding 25 24 7.4 Confidentiality of Compromise Negotiations 25 7.5 Payment Resulting from Compromise Negotiations 25 7.6 Formal Resolution 25 7.7 Limitation on FDIC Party 26 7.8 Effectiveness of Agreement Pending Dispute 26 7.9 Governing Rules and Law 26 7.10 Review Board Proceedings 26 7.11 Impartiality 28 7.12 Schedule 28 7.13 Written Award 28 7.14 Interest Rate on Award 29 28 7.15 Payments 29 7.16 Fees, Costs and Expenses 29 7.17 Binding and Conclusive Nature 29 7.18 No Precedent 29 7.19 Confidentiality; Proceedings, Information and Documents 29 7.20 Confidentiality of Arbitration Award 30 7.21 Extension of Time Periods 30 7.22 Venue 30 ARTICLE 8. DEFINITIONS 30 Module 1 – Whole Bank w/ Optional Shared Loss Agreements C-i Summit Bank Version 3.1.1 – PURCHASE AND ASSUMPTION COMMERCIAL SHARED-LOSS AGREEMENT Burlington, Washington April 27, 2011 EXHIBITS X-x Xxx Xxxxxxx Xxxx Xxxxxxx, Xxxxxxx XXHIBITS Page True-Up Exhibit 2.5 38 Exclusion from Reimbursable Expenses Exhibit 2.7 39 Interest Income as a Recovery Exhibit 2.9 40 Form of Quarterly Certificates Exhibit 5.2 41 SCHEDULES Page Loans Subject to Loss-Sharing under the Commercial Shared-Loss Agreement Schedule 4.15B 46 Shared-Loss Subsidiaries Schedule 4.15D 47 Module 1 – Whole Bank w/ Optional Shared Loss Agreements C-ii Summit Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Burlington, Washington April 27, 2011 EXHIBIT 4.15B41

SALE OF CERTAIN SHARED-LOSS ASSETS. 17 4.1 Sales of Shared-Loss Assets 17 4.2 Calculation of Gain or Loss on Sale 17 18 4.3 Sale of ORE, Additional ORE or Subsidiary ORE 18 ARTICLE 5. CERTIFICATES, REPORTS AND RECORDS 18 5.1 Reporting Obligations of the Assuming Institution 18 5.2 Quarterly Certificates 18 5.3 Notification of Certain Transactions 19 20 5.4 Notification of Related Loans 20 5.5 Auditor’s Report; Right to Audit 20 5.6 Accounting Principles 21 5.7 Records and Reports 21 22 ARTICLE 6. MISCELLANEOUS 22 6.1 Expenses 22 6.2 Successors and Assigns 22 6.3 Waiver of Jury Trial 23 6.4 No Third Party Beneficiary 23 6.5 Consent; Determination of Discretion 23 6.6 Rights Cumulative 23 6.7 References 23 24 6.8 Notice 24 ARTICLE 7. DISPUTE RESOLUTION 24 25 7.1 Methods of Resolution 24 25 7.2 Informal Resolution 24 25 7.3 Resolution by Non-Binding Dispute Resolution Proceeding 25 7.4 Confidentiality of Compromise Negotiations 25 7.5 Payment Resulting from Compromise Negotiations 25 7.6 Formal Resolution 25 7.7 Limitation on FDIC Party 26 7.8 Effectiveness of Agreement Pending Dispute 26 7.9 Governing Rules and Law 26 27 7.10 Review Board Proceedings 26 27 7.11 Impartiality 28 7.12 Schedule 28 29 7.13 Written Award 28 29 7.14 Interest Rate on Award 29 7.15 Payments 29 7.16 Fees, Costs and Expenses 29 7.17 Binding and Conclusive Nature 29 7.18 No Precedent 29 30 7.19 Confidentiality; Proceedings, Information and Documents 29 30 7.20 Confidentiality of Arbitration Award 30 7.21 Extension of Time Periods 30 7.22 Venue 30 ARTICLE 8. DEFINITIONS 30 Module 1 – Whole Bank w/ Optional Shared Loss Agreements C-i Summit First Guaranty Bank and Trust Company of Jacksonville Version 3.1.1 3.3.1 – PURCHASE AND ASSUMPTION COMMERCIAL SHARED-LOSS AGREEMENT BurlingtonJacksonville, Washington April 27FL December 7, 2011 EXHIBITS Page True-Up Exhibit 2.5 38 Exclusion from Reimbursable Expenses Exhibit 2.7 39 Interest Income as a Recovery Exhibit 2.9 40 Form of Quarterly Certificates Exhibit 5.2 41 SCHEDULES Page Loans Subject to Loss-Sharing under the Commercial Shared-Loss Agreement Schedule 4.15B 46 45 Shared-Loss Subsidiaries Schedule 4.15D 47 46 Module 1 – Whole Bank w/ Optional Shared Loss Agreements C-ii Summit First Guaranty Bank and Trust Company of Jacksonville Version 3.1.1 3.3.1 – PURCHASE AND ASSUMPTION COMMERCIAL SHARED-LOSS AGREEMENT BurlingtonJacksonville, Washington April 27FL December 7, 2011 EXHIBIT 4.15B

SALE OF CERTAIN SHARED-LOSS ASSETS. 17 4.1 Sales of Shared-Loss Assets 17 4.2 Calculation of Gain or Loss on Sale 17 4.3 Sale of ORE, Additional ORE or Subsidiary ORE ORE. 18 ARTICLE 5. CERTIFICATES, REPORTS AND RECORDS 18 5.1 Reporting Obligations of the Assuming Institution 18 5.2 Quarterly Certificates 18 5.3 Notification of Certain Transactions 19 5.4 Notification of Related Loans 20 5.5 Auditor’s Report; Right to Audit 20 5.6 Accounting Principles 21 5.7 Records and Reports 21 ARTICLE 6. MISCELLANEOUS 22 6.1 Expenses 22 6.2 Successors and Assigns 22 6.3 Waiver of Jury Trial 23 6.4 No Third Party Beneficiary 23 6.5 Consent; Determination of Discretion 23 6.6 Rights Cumulative 23 6.7 References 23 6.8 Notice 24 23 ARTICLE 7. DISPUTE RESOLUTION 24 7.1 Methods of Resolution 24 7.2 Informal Resolution 24 7.3 Resolution by Non-Binding Dispute Resolution Proceeding 25 24 7.4 Confidentiality of Compromise Negotiations 25 7.5 Payment Resulting from Compromise Negotiations 25 7.6 Formal Resolution 25 7.7 Limitation on FDIC Party 26 7.8 Effectiveness of Agreement Pending Dispute 26 7.9 Governing Rules and Law 26 7.10 Review Board Proceedings 26 7.11 Impartiality 28 7.12 Schedule 28 7.13 Written Award 28 7.14 Interest Rate on Award 29 28 7.15 Payments 29 7.16 Fees, Costs and Expenses 29 7.17 Binding and Conclusive Nature 29 7.18 No Precedent 29 7.19 Confidentiality; Proceedings, Information and Documents 29 7.20 Confidentiality of Arbitration Award 30 7.21 Extension of Time Periods 30 7.22 Venue 30 ARTICLE 8. DEFINITIONS 30 Module 1 – Whole Bank w/ Optional Shared Loss Agreements C-i Summit High Trust Bank Version 3.1.1 – PURCHASE AND ASSUMPTION COMMERCIAL SHARED-LOSS AGREEMENT BurlingtonStockbridge, Washington Georgia April 27, 2011 Table of Contents EXHIBITS Page True-Up Exhibit 2.5 38 Exclusion from Reimbursable Expenses Exhibit 2.7 39 Interest Income as a Recovery Exhibit 2.9 40 Form of Quarterly Certificates Exhibit 5.2 41 SCHEDULES Page Loans Subject to Loss-Sharing under the Commercial Shared-Loss Agreement Schedule 4.15B 46 45 Shared-Loss Subsidiaries Schedule 4.15D 47 46 Module 1 – Whole Bank w/ Optional Shared Loss Agreements C-ii Summit High Trust Bank Version 3.1.1 – PURCHASE AND ASSUMPTION COMMERCIAL SHARED-LOSS AGREEMENT BurlingtonStockbridge, Washington Georgia April 27, 2011 Table of Contents EXHIBIT 4.15B