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 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 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 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 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 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 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 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 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 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 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 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 ▇▇▇▇▇▇ 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 P & A 991022 20 Reliance Bank, White Plains, NY 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 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 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 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 Citizens Bank of Effingham Version 3.0– Purchase and Assumption Agreement Springfield, Georgia December 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 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 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 Module 1 — Whole Bank w/ Loss Share — P&A Bayside Savings Bank Version 2.07 Port Saint ▇▇▇, Florida July 30, 2010 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 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 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, Module 1 — Whole Bank w/ Optional Shared Loss Agreements Integra Bank Version 3.1.1 — Purchase and Assumption Agreement Evansville, IN July 26, 2011 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 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 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 ▇▇▇▇▇▇▇ 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 Module 1 – Whole Bank w/ Optional Shared Loss Agreements 20 Summit Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Burlington, Washington April 27, 2011 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 such Module 1 Whole Bank w/ Loss Share – P&A USA BANK Version 2.06 PORT CHESTER, NEW YORK May 24, 2010 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 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 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 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 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(b4:6(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 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, Module 1 – Whole Bank w/ Loss Share – P&A 21 Satilla Community Bank Version 2.05 St. Marys Georgia April 26, 2010 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)- 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, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ 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 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 Module 1 — Whole Bank w/ Optional Shared Loss Agreements First State Bank Version 3.2— Purchase and Assumption Agreement Cranford, NJ 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 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 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 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. 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 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 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ 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 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 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 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 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 20 High Trust Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Stockbridge, Georgia April 27, 2011 Table of Contents 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 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 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.

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.. Module 4- Whole Bank – P&A Version 2.07 October 8, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (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 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 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 ’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 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 inventories 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.. Module 2 - Standard P&A First National Bank Version 2.02 Savannah, GA June 25, 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 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 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 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 Horizon Bank Version 2.09A Bradenton, Florida August 17, 2010 21 (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 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, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ (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 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 Central Florida State Bank Version 3.3.1 – PURCHASE AND ASSUMPTION AGREEMENT Belleview, Florida 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 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 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 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 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 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. Whole Bank w/ Optional Shared Loss Agreements Version 4.2.2 – PURCHASE AND ASSUMPTION AGREEMENT June 1, 2012 22 Security Exchange Bank Marietta, Georgia (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 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), Module 1 — Whole Bank w/ Loss Share — P&A Version 1.07 July 14, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ 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)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 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 Module 1 – Whole Bank w/ Loss Share – P&A Version 2.02 March 19, 2010 21 ▇▇▇▇▇▇ BANK LOWELL, MASSACHUSETTS 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 such Module 1— Whole Bank w/ Loss Share — P&A Version 2.09B September 13, ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ 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 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 D▇▇▇▇ 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 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 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. Module 1 Modified Whole Bank w/ Loss Share – P&A ▇▇▇▇▇ Union, FSB Version 1.08 Columbus, IN July 24, 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 ’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 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 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 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 Module 1 – Whole Bank w/ Loss Share – P&A Home Valley Bank Version 2.07 Cave Junction, Oregon June 10, 2010 21 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 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 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 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 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.