Common use of Sales with the Receiver’s Consent Clause in Contracts

Sales with the Receiver’s Consent. At any time following the Commencement Date and with the prior consent of the Receiver, the Assuming Institution may conduct sales to liquidate for cash consideration, in one or more transactions, all or a portion of the Shared-Loss Loans (individually or in portfolio transactions) then held by the Assuming Institution. The Assuming Institution shall provide the Receiver with at least sixty (60) days notice prior to any such proposed sale and the notice shall set forth the sale details and the proposed sale schedule. Restructured Loans shall be sold in a separate pool or transaction (as applicable) from Shared-Loss Loans that have not been restructured. Proposals by the Assuming Module 1 – Whole Bank w/ Optional Shared Loss Agreements SF-10 Summit Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Burlington, Washington April 27, 2011 Institution for the sale of any Shared-Loss Loans other than as provided in this Section 4.1(a) may be considered by the Receiver on a case-by-case basis.

Sales with the Receiver’s Consent. At any time following the Commencement Date and with the prior consent of the Receiver, the Assuming Institution may conduct sales to liquidate for cash consideration, in one or more transactions, all or a portion of the Shared-Loss Loans (individually or in portfolio transactions) then held by the Assuming Institution. The Assuming Institution shall provide the Receiver with at least sixty (60) days notice prior to any such proposed sale and the notice shall set forth the sale details and the proposed sale schedule. Restructured Loans shall be sold in a separate pool or transaction (as applicable) from Shared-Loss Loans that have not been restructured. Proposals by the Assuming Module 1 – Whole Bank w/ Optional Shared Loss Agreements SF-10 Summit First Heritage Bank Version 3.1.1 – PURCHASE AND ASSUMPTION SINGLE FAMILY SHARED-LOSS AGREEMENT BurlingtonSnohomish, Washington April 27, 2011 Institution for the sale of any Shared-Loss Loans other than as provided in this Section 4.1(a) may be considered by the Receiver on a case-by-case basis.