Common use of Vacating Premises Clause in Contracts

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming BankInstitution's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming BankInstitution's notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming BankInstitution's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution's notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming BankInstitution's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming BankInstitution's notice not to exercise such option. The Assuming Bank Institution shall promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming BankInstitution's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution's notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Fixtures, Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming BankInstitution's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming BankInstitution's notice not to exercise such option. The Assuming Bank Institution shall promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming BankInstitution's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution's notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's ’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's ’s notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's ’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's ’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's ’s notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's ’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming BankInstitution's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming BankInstitution's notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming BankInstitution's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution's notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Fixtures, Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- day 90)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming BankInstitution's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming BankInstitution's notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming BankInstitution's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution's notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at the Bank ClosingClosing Date, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after the Bank ClosingClosing Date. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at the Bank ClosingClosing Date, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- 90)- day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming BankInstitution's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming BankInstitution's notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming BankInstitution's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution's notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety one hundred eighty (90180) days after the date of the Assuming Bank's notice not to exercise such optionBank Closing Date. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety one hundred eighty (90)-day 180)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank ClosingClosing Date. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's ’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's ’s notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day 90) day period, the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's ’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming BankInstitution's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming BankInstitution's notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming BankInstitution's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution's notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- day 90)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's ’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's ’s notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at the Bank ClosingClosing Date, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's ’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after the Bank ClosingClosing Date. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at the Bank ClosingClosing Date, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's occupancy of such premises shall terminate, which date shall not be later than ninety one hundred eighty (90180) days after the date of the Assuming Bank's notice not to exercise such optionBank Closing. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety one hundred eighty (90)-day 180)- day period, the Assuming Bank shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver Module 1 – Whole Bank w/ Loss Share – P&A 20 First National Bank of the South Version 2.07 Spartanburg, South Carolina June 10, 2010 previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such Module 1 – Whole Bank w/ Loss Share – P&A 20 Metro Bank of Dade County Version 2.07 Miami, Florida June 10, 2010 premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's ’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's ’s notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's ’s occupancy of such leased Bank Premises Module 1 — Whole Bank w/ Loss Share — P&A Florida Community Bank Version 1.12 Immokalee, FL November 17, 2009 shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and and Module 1 — Whole Bank w/ Loss Share — P&A Version 2.05 April 26, 2010 Bank of Florida — Tampa Bay Tampa, Florida Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Module 1 — Whole Bank w/ Loss Share — P&A Bank of Florida — Southwest Version 2.05 Naples, Florida April 26, 2010 Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's ’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's ’s notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's ’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing. Module 1 — Whole Bank w/ Loss Share — P&A The Buckhead Community Bank Version 1.12 Atlanta, GA November 17, 2009

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's ’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's ’s notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, Module 1 — Whole Bank w/ Loss Share — P&A Security Banks Version 1.07 Georgia July 20, 2009 normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's ’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- 90) day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's ’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's ’s notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's ’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located Module 1 — Whole Bank w/ Loss Share — P&A PREMIER AMERICAN BANK Version 1.12 MIAMI, FLORIDA November 17, 2009 thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and and Module 1 — Whole Bank w/ Loss Share — P&A Bank of Florida — Southeast Version 2.05 Fort Lauderdale, Florida May 25, 2010 Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- day 90)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leasesModule 1 — Whole Bank w/ Optional Shared Loss Agreements Coastal Bank Version 3.01 — Purchase and Assumption Agreement Cocoa Beach, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located)FL December 8, and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.2010

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance 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 with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- day 90)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming BankInstitution's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming BankInstitution's notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming BankInstitution's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred and eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank Institution shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.and

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's ’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's ’s notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's ’s occupancy of such leased Bank Premises Premises Module 1 Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 20 FIRST REGIONAL BANK Los Angeles, CA shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- day 90)day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Module 1 — Whole Bank w/ Optional Shared Loss Agreements XXXXXX COMMUNITY BANK Version 3.01 — Purchase and Assumption Agreement BROOKSVILLE, FLORIDA December 8, 2010 Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing and Module 1 Whole Bank w/ Loss Share – P&A United Americas Bank, N.A. Version 2.11B Atlanta, Georgia October 8, 2010 at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Fixtures, Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.. Whole Bank P&A w/Loss Sharing 18 Suburban Federal Savings Bank January 30, 2009 Crofton, MD

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Module 1 – Whole Bank w/Optional Shared Loss Agreements 21 Bank of Xxxxxxx Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT COLFAX, WASHINGTON April 27, 2011 Bank: Closing Date, in the same condition as at Bank Closingthe Bank: Closing Date and at the premises where they were inventoried at the Bank: Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Bank: Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank Bank: and located on such premises as of Bank Closingthe Bank: Closing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Bank: Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Bank: Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank: Closing Date, in the same condition as at Bank Closingthe Bank: Closing Date, and at the premises where they were inventoried at Bank: closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- 90) day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank Bank: at Fair Market Value and located on such premises as of Bank Closingthe Bank: Closing Date.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Peoples State Bank Version 3.0 — PURCHASE AND ASSUMPTION AGREEMENT City, State December 8, 2010 the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- day 90)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing and Module 1 – Whole Bank w/ Loss Share – P&A Version 2.11B October 8, 2010 21 First Bank of Jacksonville Jacksonville, FL at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Fixtures, Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank Closing.Closing Date. 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 (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- 90)- day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Module 1 – Whole Bank w/ Loss Share – P&A 21 The Cowlitz Bank Version 2.07 Longview, Washington June 10, 2010 Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming BankInstitution's occupancy of such premises shall terminate, which date shall not be later than ninety one hundred eighty (90180) days after the date of the Assuming Bank's notice not to exercise such optionBank Closing Date. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item's Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety one hundred eighty (90)-day 180)-day period, the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming BankInstitution's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank ClosingClosing Date. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item's Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and and 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 the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- day 90)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's ’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's ’s notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at the Bank ClosingClosing Date, normal wear and tear excepted. , By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's ’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after the Bank ClosingClosing Date. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at the Bank ClosingClosing Date, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the 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 Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- 90)- day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing.. Module 1 - Whole Bank w/ Loss Share - P&A Version 2.09A August 17, 0000 Xxxxxxxxx Xxxx Xxxxxxxx Xxxx, Xxxxxx (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Fixtures, Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- 180) day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and 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 the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- day 90)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- day 90)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously 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 repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's ’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's ’s notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's ’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming BankInstitution's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming BankInstitution's notice not to exercise such option. The Assuming Bank Institution shall promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Module 1 Whole Bank w/ Loss Share – P&A Version 2.09A August 17, 2010 00 Xxxxx Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxx Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming BankInstitution's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution's notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Fixtures, Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's ’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's ’s notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's ’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease)Whole Bank P&A w/Loss Sharing COUNTY BANK 6 February 2009 MERCED, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.CA

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming BankInstitution's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming BankInstitution's notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day 90)­day period, the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming BankInstitution's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution's notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)­day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to Module 1 – Whole Bank w/ Loss Share – P&A 20 Rainier Pacific Bank Version 2.00 Tacoma, Washington January 20, 2010 assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank elects not leased premises become vacated or abandoned by the lessee for whatever type of reason because of his ejectment, or if the lessee removes personal property or goods from the lease premises to the prejudices of the lessor's lien, than the rent for the unexpired term shall become due along with the attorney's fees, court costs, and other fees, costs, and charges pertinent thereto, and the lessee shall have option to cancel the lease or to reenter and relet the premises to other parties for such price and terms as he may obtain and apply the net amount realized to the prepayment of the rent due and owing by the lessee herein. SECTION SIX - MISCELLANEOUS Failure of LESSEE to property pay rent, bills, when promptly due at maturity, as stipulated, or any other violation of any of the terms and conditions of this lease, failure to comply with any of the obligations as listed herein, or should voluntary or involuntary bankruptcy proceedings be instituted by, or against LESSEE, or should LESSEE fail in business or become insolvent or make assignment for benefit of creditors, when any of said events shall ipso facto, and without need of formally putting in default, cause all remaining installments to become immediately due and payable, and, at the option of the LESSOR, authorize the cancellation of this lease for the remainder of the unexpired term, and allow LESSOR to recover all actual damages suffered by LESSOR by reason of the cancellation. In this event, LESSOR shall be entitled to take immediate possession of said premises. Lessee hereby assenting thereto and expressly waiving the legal notice to vacate the premises. The attempted seizure of the leasehold by creditors of Lessee, by Writ of ____, attachment, or other, shall void the Lease immediately, at the option of the Lessor. 6 In the event of default by Lessee in any obligation or condition hereof, Lessor is hereby irrevocably authorized to sell at public or private sale, without recourse to judicial proceedings and with or without demand, notice, advertisement, or putting Lessee in default, any or all of the contents of the leased premises, upon which Lessor has a lien, and Lessor may purchase same at the fair value thereof; in the event of any owned Bank Premisessuch sale, the notice proceeds thereof, after the payment of such election in accordance with Section 4.6(a) all costs, fees, charges, and expenses of every kind, shall specify be applied to the date upon which satisfaction of all amounts due Lessor and the Assuming Bank's occupancy of such premises balance shall terminate, which date along be paid to Lessee. Failure to strictly and promptly enforce these conditions shall not be later than ninety (90) days after operate as a waiver of Lessors' right, Lessor expressly reserving the date right to always enforce prompt payment of rent, or to cancel this lease, regardless of any indulgences or extensions previously granted. Failure to comply with any condition or obligation of this lease will make Lessee liable for any loss or damage sustained by Lessor. Should Lessee at any time use the leased premises or any portion thereof for any illegal or unlawful purpose, or commit, or permit or tolerate the commission therein of any act made punishable by fine or imprisonment under the laws of the Assuming Bank's notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to United States or the Receiver such premises and State of Louisiana, or any ordinance of this City or Parish, the Furniture and Equipment and Fixtures located thereon remedies set forth in the same condition preceding paragraph shall be available to Lessor immediately without necessity of giving any notice to Lessee. At the expiration of this lease, or its termination for other causes, Lessee is obligated to immediately surrender possession, and should Lessee fail to do so, he consents to pay as liquidated damages five times the rent per day, with attorney's fees, costs, etc. Lessee also expressly waives any notice to vacate at Bank Closingthe expiration of this lease and all legal delays, normal wear and tear exceptedhereby confesses judgment with costs, placing Lessor in possession to be executed at once. By occupying any such Should Lessor allow or permit Lessee to remain in the leased premises after the expiration of such ninety (90)-day periodthis lease, the Assuming Bank shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's occupancy of such leased Bank Premises shall terminate, which date this shall not be later than construed as a re-conduction of this lease. No auction sales, etc., shall be conducted on the date which is one hundred eighty (180) days after Bank Closingpremises without the written consent of Lessor. Upon vacating such premises, 7 Should any claim in favor of Lessor upon this lease be placed in the Assuming Bank shall relinquish and release hands of an agent or attorney to give special attention to the Receiver enforcement of such premises claim, Lessee shall in order to protect Lessor fully against all expenses, pay as fees and compensation to such agent or attorney additional sum of ten percent (10%) of the Fixtures amount due on such claim, provided that amount be over $1,000.00, and twenty percent (20%) if that amount be $1,000.00 or under, together with all costs, charges, and expenses. Lessor hereby reserves the Furniture right to post and Equipment located thereon in to keep posted on the same condition as at Bank Closingproperty, normal wear card, "For Sale" or "Auction Sale", during the term of this lease, and tear excepted. By failing to provide notice of its intention to vacate such premises prior to cords, "For Rent", during the ninety days preceding the expiration of this lease, and Lessee hereby consents to allow the option period specified in Section 4.6(b), premises to be inspected on an order from Lessor or by occupying such premises after agent. In the one hundred eighty (180)- day period specified above in this paragraph (ii), event that Lessee is absent from the Assuming Bank shallCity, at any time during the Receiver's optionlast mentioned period, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect keys to the land on which premises are located)will be left with some representative of Lessee in order that the property may be shown, and leased Furniture Lessor or agent will be advised in writing where the keys may be obtained. Failure to comply with these conditions and/or obligations of this lease, will allow Lessor to obtain access to the premises so that the property may be shown in any manner and Equipment fashion at Lessor's discretion. This instrument shall constitute all of the agreements and leased Fixtures located thereon in accordance with this Section 4.6 (unless obligations of the Receiver previously repudiated parties hereto; any such lease)amendments hereto shall be reduced to writing to be valid an binding between the parties. WITNESSES: /s/ [ILLEGIBLE] /s/ CHARXXX XXXXXXX -------------------------------- -------------------------------- CHARXXX XXXXXXX, and (y) be required to purchase all Furniture and Equipment and Fixtures owned XXSSOR /s/ BRENXX XXXXXXX /s/ BRISXXX XXXNDER KARTS BY -------------------------------- CHARXXX XXXXXXX -------------------------------- BRISXXX'X XXXNDER KARTS, INC. by the Failed Bank at Fair Market Value and located on such premises as CHARXXX XXXXXXX, XXESIDENT, LESSEE SWORN TO AND SUBSCRIBED BEFORE ME THIS 27th day of Bank Closing.SEPTEMBER, 1995. /s/ JODY X. XXXXXXXX ------------------------------- NOTARY PUBLIC

Vacating Premises. Tenant agrees that during the thirty (i30) If day period prior to the Assuming Bank elects termination of this agreement, Landlord shall have the right to enter the premises at reasonable times to exhibit it to prospective tenants. Tenant is required to give a minimum sixty (60) day notice in writing prior to vacating the premises or they are subject to paying an additional one (1) month’s rent upon vacating. Tenant agrees that upon vacating the leased premises, Tenant will have the premises in a clean condition free from accumulated debris, with no unusual damages, ordinary wear and tear accepted. It Tenant does not to purchase any owned Bank Premisesleave the premises clean and free from debris, the notice of such election Landlord will assess the cleanup charges, most are further described below. Tenant shall deliver all keys on or before lease end. Failure to return all keys issued will result in accordance with Section 4.6(aa twenty five dollar ($25.00) shall specify fee per key charge. No rebate will be made for vacating early unless the date upon which premises are rented. The premises must be vacated by the Assuming Bank's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after appointed time on the date day of the Assuming Bank's notice not vacating, or Tenant shall be responsible for rent prorated on a daily basis plus an additional fee of ten percent (10%) of the total amount of rent that accrues until such time that premises are vacated. (Management may grant exceptions for unusual circumstances.) At the termination of the lease, Tenant will have utilities taken out of Tenant’s name and arrange to exercise such optionpay the final utility bills. The Assuming Bank promptly shall relinquish and release to Tenant will leave the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal (natural wear and tear exceptedexpected) as they found them. By occupying All charges for cleaning or damage repair or removal of personal property will be deducted from the security deposit. Tenant agrees to put no nail, screws, etc. in the walls or any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's option, (x) other attachments. Tenant agrees not to cause and shall be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect responsible for extraordinary damage to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon shall replace walls to move in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of their lease. The cost of repairs caused by such attachments and extraordinary cleaning charges will be deducted from the option period specified in Section 4.6(bsecurity deposit (see attached itemized minimum cost estimates), or by occupying such premises after the one hundred eighty (180)- day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- 90)- day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank Closing.Closing Date. Module 1 – Whole Bank w/ Optional Shared Loss Agreements 22 Blue Ridge Savings Bank, Inc. Version 3.2 – Purchase and Assumption Agreement Asheville, North Carolina July 15, 2011

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and 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 the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- day 90)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's ’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's ’s notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's ’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing. Module 1 Whole Bank w/ Loss Share – P&A NEIGHBORHOOD COMMUNITY BANK Version 1.05 19 NEWNAN, GEORGIA June 16, 2009

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety one hundred eighty (90180) days after the date of the Assuming Bank's notice not to exercise such optionBank Closing Date. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety one hundred eighty (90)-day 180)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the Whole Bank w/ Optional Shared Loss Agreements Version 4.2.2 – Purchase And Assumption Agreement June 1, 2012 22 Putnam State Bank Palatka, Florida land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank ClosingClosing Date. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- day 90)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Fixed Price Whole Bank w/ Optional Shared Loss Agreements 22 Old Harbor Bank Version 3.2 – PURCHASE AND ASSUMPTION AGREEMENT Clearwater, Florida July 15, 2011 Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety one hundred eighty (90180) days after the date of the Assuming Bank's notice not to exercise such optionBank Closing Date. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety one hundred eighty (90)-day 180)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance Whole Bank w/ Optional Shared Loss Agreements 22 The Royal Palm Bank of Florida Version 4.2.2 - PURCHASE AND ASSUMPTION AGREEMENT Naples, Florida June 1, 2012 with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank ClosingClosing Date. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such Module 1 – Whole Bank w/ Loss Share – P&A Version 2.11A October 8, 2010 21 Dxxxx Bank & Trust Co. Vidalia, Georgia premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Fixtures, Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. Module 1 Whole Bank w/ Loss Share – P&A XxXxxxxx Commercial Bank Version 2.01 20 Carrollton, GA Xxxxx 00, 0000 (iixx) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety one hundred eighty (90180) days after the date of the Assuming Bank's notice not to exercise such optionBank Closing Date. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety one hundred eighty (90)-day 180)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank ClosingClosing Date. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank Closing.Closing Date. Whole Bank w/ Optional Shared Loss Agreements Carolina Federal Savings Bank

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- day 90)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on Module 1 – Whole Bank w/ Optional Shared Loss Agreements 21 First Heritage Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Snohomish, Washington April 27, 2011 which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's ’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's ’s notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day 90) day period, the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's ’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing. Module 1 Whole Bank w/ Loss Share – P&A COOPERATIVE BANK Version 1.05 WILMINGTON, NORTH CAROLINA June 16, 2009

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's ’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's ’s notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's ’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and and Module 1 Whole Bank w/ Loss Share – P&A Version 2.01 February 24, 2010 20 Sun American Bank Boca Raton, Florida leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this Module 1 – Whole Bank w/ Loss Share – P&A Westernbank Puerto Rico Version 2.03 Mayaguez, Puerto Rico April 13, 2010 paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.Section

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Module 1 – Whole Bank w/ Optional Shared Loss Agreements Version 3.01 – PURCHASE AND ASSUMPTION AGREEMENT December 8, 2010 20 New Horizons Bank East Ellijay, Georgia Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- day 90)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and Module 1 – Whole Bank w/ Loss Share – P&A The Park Avenue Bank Version 2.01 New York, New York February 24, 2010 20 leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. Module 1 — Whole Bank w/ Loss Share — P&A GULF STATE COMMUNITY BANK Version 2.11B CARRABELLE, FLORIDA October 8, 2010 21 (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Fixtures, Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- day 90)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures Module 1 – Whole Bank w/ Optional Shared Loss Agreements Version 3.2 – PURCHASE AND ASSUMPTION AGREEMENT July 15, 2011 22 Citizens Bank of Northern California Nevada City, California located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing. Module 1 Whole Bank w/ Loss Share – P&A Version 1.03 March 31, 2009 10 XXXX XXXX XXXX XXXXXXXXX, XX

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to to Module 1 Whole Bank w/ Loss Share – P&A Community First Bank Version 1.07 19 Prineville, Oregon July 14, 2009 provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.. Module 4 — Whole Bank — P&A Sonoma Valley Bank Version 2.04 Sonoma, California July 16, 2010

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming BankInstitution's occupancy of such premises shall terminate, which date shall not be later than ninety (90) two hundred seventy days after the date of the Assuming Bank's notice not to exercise such optionBank Closing. The Assuming Bank Institution shall promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety two hundred seventy (90)-day 270)-day period, the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming BankInstitution's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one two hundred eighty ten (180210) days after Bank Closing. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one two hundred eighty ten (180)- day 210)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.and

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), Module 1 Whole Bank w/ Loss Share – P&A Version 1.08 July 24, 0000 XXXXXX XXXX XXXXX XXXX, XXXX and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety one hundred eighty (90180) days after the date of the Assuming Bank's notice not to exercise such optionBank Closing Date. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety one hundred eighty (90)-day 180)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank Closing.Closing Date. Module 1 – Whole Bank w/ Optional Shared Loss Agreements 22 First Guaranty Bank and Trust Company of Jacksonville Version 3.3.1– PURCHASE AND ASSUMPTION AGREEMENT Jacksonville, FL December 7, 2011 (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank ClosingClosing Date. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming BankInstitution's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming BankInstitution's notice not to exercise such option. The Assuming Bank Institution shall promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. Module 1 Whole Bank w/ Loss Share – P&A Legacy Bank Version 2.11B Scottsdale, Arizona October 8, 2010 (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming BankInstitution's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution's notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Fixtures, Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety one hundred eighty (90180) days after the date of the Assuming Bank's notice not to exercise such optionBank Closing Date. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety one hundred eighty (90)-day 180)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. Module 1 Whole Bank w/ Optional Shared Loss Agreements Version 3.3.1 – PURCHASE AND ASSUMPTION AGREEMENT December 7, 2011 22 Central Bank of Georgia Ellaville, GA (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank ClosingClosing Date. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing.. Module 4- Whole Bank – P&A The Tattnall Bank Version 1.06 Reidsville, Georgia October 18, 2009 (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's ’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's ’s notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's ’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)¬day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If if the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), Module 1 Whole Bank w/ Loss Share – P&A Version 1.02 March 16, 2009 18 TeamBank, N.A. Paola, Kansas and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall promptly shall relinquish be responsible for relinquishing and release releasing to the Receiver such premises and the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing and at the premises where it was inventoried at Bank Closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. Module 1 Whole Bank w/ Loss Share – P&A Version 2.11B October 8, 2010 21 Tifton Banking Company Tifton, GA (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Fixtures, Furniture and Equipment located thereon which existed at the time of Bank Closing, in the same condition as at Bank Closing, and at the premises where it was inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as set out in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and and Module 1 Whole Bank w/ Optional Shared Loss Agreements Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT April 27, 2011 20 Xxx Xxxxxxx Xxxx Xxxxxxx, Xxxxxxx the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- day 90)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution shall be responsible for promptly shall relinquish relinquishing and release releasing to the Receiver such premises and 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 the Fixtures, Furniture and Equipment and Fixtures located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date and at the premises where they were inventoried at the Bank Closing Date, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish be liable for relinquishing and release releasing to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon which existed at the time of the Bank Closing Date, in the same condition as at the Bank ClosingClosing Date, and at the premises where they were inventoried at Bank closing, normal wear and tear excepted. Any of the aforementioned which is missing will be charged to the Assuming Institution at the item’s Fair Market Value as determined in accordance with this Agreement. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty ninety (180)- day 90)-day period specified above in this paragraph (iiSection 4.6(g)(ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures, Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.

Vacating Premises. (i) If the Assuming Bank Institution elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's Institution’s notice not to exercise such option. The Assuming Bank Institution promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and Module 1 – Whole Bank w/ Loss Share – P&A Unity National Bank Version 2.01 Cartersville, Georgia February 24, 2010 20 leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank Institution elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's Institution’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty ninety (18090) days after Bank Closingthe date of the Assuming Institution’s notice not to exercise such option. Upon vacating such premises, the Assuming Bank Institution shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank Institution shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- 180)­ day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.

Vacating Premises. (i) If lf the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's ’s occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's ’s notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at the Bank ClosingClosing Date, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of the Bank ClosingClosing Date. (ii) If lf the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's ’s occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after the Bank ClosingClosing Date. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at the Bank ClosingClosing Date, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day 180)-day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's ’s option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of the Bank ClosingClosing Date.