Common use of Indemnification of Receiver and Corporation Clause in Contracts

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); andand Module 1 — Whole Bank w/ Optional Shared Loss Agreements ▇▇▇▇▇▇ COMMUNITY BANK Version 3.01 — Purchase and Assumption Agreement BROOKSVILLE, FLORIDA December 8, 2010 (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to of the Assuming Institution pursuant to comply with any provision of Article VI.

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ ' fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following:: Module 1 — Whole Bank w/ Optional Shared Loss Agreements First State Bank Version 3.2— Purchase and Assumption Agreement Cranford, NJ July 15, 2011 (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation Module 1 – Whole Bank w/ Optional Shared Loss Agreements 37 High Trust Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Stockbridge, Georgia April 27, 2011 Table of Contents and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to will indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees employees, and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ ' fees), judgments, fines fines, and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof of this Agreement by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such those liabilities subsequently are sold and/or or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii12.l(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Acquired Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a12.l(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to of the Assuming Institution pursuant to comply with any provision of Article VI.. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ Version 13 2 - PURCHASE AND ASSUMPTION AGREEMENT Santa Clara, California

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.. Whole Bank w/ Optional Shared Loss Agreements Version 4.2.2 – PURCHASE AND ASSUMPTION AGREEMENT June 1, 2012 40 Security Exchange Bank Marietta, Georgia

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ ' fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6)or Module 1 - Whole Bank w/ Optional Shared Loss Agreements Version 4.1 - Purchase and Assumption Agreement February 21. 2012 40 Inter Savings Bank, other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserveFSB Maple Grove, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.Minnesota

Indemnification of Receiver and Corporation. From and after the Bank Closing DateClosing, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ ' fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(viiparagraph (7) or (viii8) of Section 12.1(a);; and Module 1 – Whole Bank w/ Loss Share – P&A EARTHSTAR BANK Version 2.11B SOUTHAMPTON, PENNSYLVANIA October 8, 2010 (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in paragraph (vii7) or (viii) 8) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.. Module 1 – Whole Bank w/ Optional Shared Loss Agreements 40 Central Florida State Bank Version 3.3.1 – PURCHASE AND ASSUMPTION AGREEMENT Belleview, Florida December 7, 2011

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following:: \ Fixed Price Whole Bank w/ Optional Shared Loss Agreements First Southern National Bank Version 3.2 – PURCHASE AND ASSUMPTION AGREEMENT Statesboro, Georgia July 15, 2011 (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: Module 1 Whole Bank w/ Optional Shared Loss Agreements 39 Blue Ridge Savings Bank, Inc. Version 3.2 – Purchase and Assumption Agreement Asheville, North Carolina July 15, 2011 (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6)Module 1 – Whole Bank w/ Optional Shared Loss Agreements CommunitySouth Bank and Trust Version 3.0– PURCHASE AND ASSUMPTION AGREEMENT Easley, other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserveSC January 19, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.2011

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ ' fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Acquired Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) ). or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to of the Assuming Institution pursuant to comply with any provision of Article VI.

Indemnification of Receiver and Corporation. From and after the Bank Closing DateClosing, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ ' fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(viiparagraph (7) or (viii8) of Section 12.1(a);; and (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in paragraph (vii7) or (viii) 8) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI. Module 1 Whole Bank w/ Loss Share – P&A Version 2.09A August 17, 2010 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation Module 1 -- Whole Bank w/Optional Shared Loss Agreements Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT July 15, 2011 39 Sun Security Bank Ellington, Missouri and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.. Whole Bank w/ Optional Shared Loss Agreements Carolina Federal Savings Bank

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees Institution, BANCO POPULAR NORTH AMERICA, FIRSTBANK PUERTO RICO, AM PR LLC, and CENTENNIAL BANK agree to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person Indemnitee claiming any right or title by or through the Assuming Institution with respect to Acquired Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to of the Assuming Institution pursuant to comply with any provision of Article VI.

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to will indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees employees, and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ ' fees), judgments, fines fines, and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof of this Agreement by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such those liabilities subsequently are sold and/or or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii12.l(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Acquired Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a12.l(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to of the Assuming Institution pursuant to comply with any provision of Article VI.

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following:: Module 1 – Whole Bank w/ Optional Shared Loss Agreements 40 Plantation Federal Bank Version 4.1 – PURCHASE AND ASSUMPTION AGREEMENT Pawleys Island, SC February 21, 2012 (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.

Indemnification of Receiver and Corporation. From and after the Bank Closing DateClosing, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ ' fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(viiparagraph (7) or (viii8) of Section 12.1(a);; and (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in paragraph (vii7) or (viii) 8) of Section 12.1(a); and Module 1 Whole Bank w/ Loss Share – P&A Legacy Bank Version 2.11B Scottsdale, Arizona October 8, 2010 (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii12.1 (a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.. Module 1 – Whole Bank w/ Optional Shared Loss Agreements 40 First Guaranty Bank and Trust Company of Jacksonville Version 3.3.1– PURCHASE AND ASSUMPTION AGREEMENT Jacksonville, FL December 7, 2011

Indemnification of Receiver and Corporation. From and after the Bank Closing DateClosing, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(viiparagraph (7) or (viii8) of Section 12.1(a);; and (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in paragraph (vii7) or (viii) 8) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.. Module 1 – Whole Bank w/ Loss Share – P&A Version 2.11A October 8, 2010 39 D▇▇▇▇ Bank & Trust Co. Vidalia, Georgia

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.. Whole Bank w/ Optional Shared Loss Agreements Version 4.2.2 – Purchase And Assumption Agreement June 1, 2012 40 P▇▇▇▇▇ State Bank Palatka, Florida

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); andand Module 1 – Whole Bank w/ Optional Shared Loss Agreements 38 Summit Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Burlington, Washington April 27, 2011 (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI. Module 1 Whole Bank w/ Optional Shared Loss Agreements Version 3.3.1 – PURCHASE AND ASSUMPTION AGREEMENT December 7, 2011 40 Central Bank of Georgia Ellaville, GA

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following:: 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 (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.

Indemnification of Receiver and Corporation. From and after the Bank Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys’ fees), judgments, fines and Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 amounts paid in settlement actually and reasonably incurred in connection with any of the following:: Fixed Price Whole Bank w/ Optional Shared Loss Agreements 39 Old Harbor Bank Version 3.2 – PURCHASE AND ASSUMPTION AGREEMENT Clearwater, Florida July 15, 2011 (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in Section 12.1(a)(vii) or (viii); (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of Section 12.1(a); and (c) claims based on any failure to preserve, maintain or provide reasonable access to Records transferred to the Assuming Institution pursuant to Article VI.