PAYING AGENT AGREEMENT AMONG FEDERAL DEPOSIT

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PAYING AGENT AGREEMENTAMONGFEDERAL DEPOSIT INSURANCE CORPORATION,RECEIVER OF OMNI NATIONAL BANK,ATLANTA, GEORGIA,FEDERAL DEPOSIT INSURANCE CORPORATIONandSUNTRUST BANKDATED AS OFMARCH 27, 2009Omni National Bank,Atlanta, GA

TABLE OF CONTENTSARTICLE IDEFINITIONS .2ARTICLE IITRANSFER OF RECEIVED DEPOSITS .42.12.22.32.42.52.6ARTICLE III3.13.23.33.4ARTICLE IV4.14.24.34.44.54.64.74.84.9ARTICLE V5.15.25.3ARTICLE VITransfer of Received Deposits.4Interest on Transferred Deposits.5Schedule of Discharged Deposit Liabilities.5Unclaimed Deposits .5Withheld Payments .5Payment of Deposits .6PURCHASE OF ASSETS.6Assets Purchased by Agent Bank .6Asset Purchase Price .7Manner of Conveyance; Limited Warranty; Nonrecourse; Etc. .7Puts of Assets to Receiver.7ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS .9Continuation of Banking Business .9Agreement with Respect to Safe Deposit Business .9Agreement with Respect to Safekeeping Business .9Agreement with Respect to Certain Existing Agreements.9Omitted .10Office Space for Receiver and Corporation .10Agreement with Respect to Expenses .10Omitted .10Continuing Cooperation.10DUTIES WITH RESPECT TO DEPOSITORS OF THEFAILED BANK .10Payment of Checks, Drafts and Orders .10Certain Agreements Related to Deposits .11Notice to Depositors .11INITIAL PAYMENT.12Omni National Bank,Atlanta, GA-i-

ARTICLE VIIADJUSTMENTS .127.17.27.37.4New Schedule .12Correction of Errors and Omissions .12Payments .13Interest .13ARTICLE VIIICONDITION PRECEDENT .13ARTICLE IXREPRESENTATIONS AND WARRANTIES OF THEAGENT BANK .13ARTICLE XINDEMNIFICATION .1410.110.210.310.410.510.610.7ARTICLE .1211.1311.14Indemnification of Indemnitees .14Conditions Precedent to Indemnification .16Indemnification of Corporation and Receiver .17Obligations Supplemental .17Criminal Claims .18Limited Guaranty of the Corporation .18Subrogation .18MISCELLANEOUS .18Entire Agreement .18No Other Assets Purchased or Liabilities Assumed .18Headings .19Counterparts .19Governing Law .19Successors .19Modification; Assignment .19Notice.19Manner of Payment .20Costs, Fees and Expenses .20Waiver .20Severability .21Term of Agreement .21Survival of Covenants, Etc. .21SCHEDULES2.1Received Deposits Transferred .23Omni National Bank,Atlanta, GA-ii-

INSURED DEPOSIT TRANSFER AGREEMENTTHIS AGREEMENT, made and entered into as of the 27th day of March, 2009, by andamong the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of OMNINATIONAL BANK, ATLANTA, GEORGIA (the "Receiver"), SUNTRUST BANK, organizedunder the laws of the State of Georgia, and having its principal place of business in Atlanta, Georgia(the "Agent Bank"), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organizedunder the laws of the United States of America and having its principal office in Washington, D.C.,acting in its corporate capacity (the "Corporation").WITNESSETH:WHEREAS, on Bank Closing, the Chartering Authority closed Omni National Bank (the"Failed Bank") pursuant to applicable law and the Corporation was appointed Receiver thereof; andWHEREAS, pursuant to 12 U.S.C. Section 1821(f)(1), in the case of the liquidation of, orother closing or winding up of the affairs of, any insured depository institution, payment of theReceived Deposits in such institution may be made by the Corporation by making available to eachdepositor a transferred deposit in another insured depository institution in an amount equal to theInsured Deposit of each such depositor, as determined by the Corporation; andWHEREAS, pursuant to this Agreement, the Agent Bank (i) accepts certain limited duties,responsibilities and obligations as the agent of the Corporation, (ii) accepts the transfer of theReceived Deposits of the Failed Bank made available by the Corporation, and (iii) will commencepayment of or otherwise make available to the depositors of the Failed Bank such transferredReceived Deposits to the Failed Bank's depositors; andWHEREAS, pursuant to 12 U.S.C. Sections 1819 (Third) and (Seventh) and 1821(f)(1), theCorporation may provide assistance to the Agent Bank which may include indemnification of theIndemnitees (as hereinafter defined), to facilitate the transaction contemplated by this Agreement;andWHEREAS, the Board of Directors of the Corporation has determined that such transfer ofReceived Deposits to the Agent Bank and provision of indemnification to the Indemnitees isnecessary to discharge the obligation of the Corporation to provide insurance coverage for theReceived Deposits of the Failed Bank under 12 U.S.C. Section 1821(f).NOW THEREFORE, in consideration of the mutual promises herein set forth and othervaluable consideration, the parties hereto agree as follows:Omni National Bank,Atlanta, GA-1-

ARTICLE IDEFINITIONSCapitalized terms used in this Agreement shall have the meanings set forth in this Article I,or elsewhere in this Agreement. As used herein, words imparting the singular include the plural andvice versa."Affiliate" of any Person means any director, officer, or employee of that Personand any other Person (i) who is directly or indirectly controlling, or controlled by, or under direct orindirect common control with, such Person, or (ii) who is an affiliate of such Person as the term"affiliate" is defined in Section 2 of the Bank Holding Company Act of 1956, as amended, 12 U.S.C.Section 1841."Agreement" means this Insured Deposit Transfer Agreement by and among theAgent Bank, the Corporation and the Receiver, as amended or otherwise modified from time to time."Bank Closing" means the close of business of the Failed Bank on the date onwhich the Chartering Authority closed such institution."Bank Premises" means the banking houses, drive-in banking facilities, and tellerfacilities (staffed or automated) together with appurtenant parking, storage and service facilities andstructures connecting remote facilities to banking houses, and land on which the foregoing arelocated, that are owned or leased by the Failed Bank and that are occupied by the Failed Bank as ofBank Closing."Business Day" means a day other than a Saturday, Sunday, Federal legal holidayor legal holiday under the laws of the State where the Failed Bank is located, or a day on which theprincipal office of the Corporation is closed."Chartering Authority" means (i) with respect to a national bank, the Office of theComptroller of the Currency, (ii) with respect to a Federal savings association or savings bank, theOffice of Thrift Supervision, (iii) with respect to a bank or savings institution chartered by a State,the agency of such State charged with primary responsibility for regulating and/or closing banks orsavings institutions, as the case may be, (iv) the Corporation in accordance with 12 U.S.C. Section1821(c), with regard to self appointment, or (v) the appropriate Federal banking agency inaccordance with 12 U.S.C. 1821(c)(9)."Deposit" means a deposit as defined in 12 U.S.C. Section 1813(l), including,without limitation, outstanding cashier's checks and other official checks and all uncollected itemsincluded in the depositors' balances and credited on the books and records of the Failed Bank;provided, that the term "Deposit" shall not include all or any portion of those deposit balanceswhich, in the discretion of the Receiver or the Corporation, (i) may be required to satisfy it for anyliquidated or contingent liability of any depositor arising from an unauthorized or unlawfultransaction, or (ii) may be needed to provide payment of any liability of any depositor to the FailedOmni National Bank,Atlanta, GA-2-

Bank or the Receiver, including the liability of any depositor as a director or officer of the FailedBank, whether or not the amount of the liability is or can be determined as of Bank Closing."Fixtures" means those leasehold improvements, additions, alterations andinstallations constituting all or a part of Bank Premises and which were acquired, added, built,installed or purchased at the expense of the Failed Bank, regardless of the holder of legal title theretoas of Bank Closing."Furniture and Equipment" means the furniture and equipment (other than SafeDeposit Boxes, artwork, motor vehicles, and leased data processing equipment, including hardwareand software), leased or owned by the Failed Bank and reflected on the books of the Failed Bank asof Bank Closing, including without limitation automated teller machines, carpeting, furniture, officemachinery (including personal computers), shelving, office supplies, telephone, surveillance andsecurity systems."Guaranteed Transaction Accounts" means those transaction accountscovered by the Transaction Account Guarantee Program as described in 73 Federal Register 210(29 October 2008), pp. 64179-64191."Indemnitees" means (i) the Agent Bank, (ii) the Subsidiaries and Affiliates of theAgent Bank other than any Subsidiaries or Affiliates of the Failed Bank that are or becomeSubsidiaries or Affiliates of the Agent Bank, and (iii) the directors, officers, employees and agents ofthe Agent Bank and its Subsidiaries and Affiliates who are not also present or former directors,officers, employees or agents of the Failed Bank or of any Subsidiary or Affiliate of the Failed Bank."Insured Deposits" means the net amount due to any depositor with respect to itsDeposits as determined by the Receiver or the Corporation pursuant to 12 U.S.C. Section 1813(m),and applicable regulations at 12 C.F.R. Part 330."Payment Date" means the first Business Day after Bank Closing."Person" means any individual, corporation, partnership, joint venture, association,joint-stock company, trust, unincorporated organization, or government or any agency or politicalsubdivision thereof, excluding the Corporation."Primary Indemnitor" means any Person (other than the Agent Bank or any of itsAffiliates) who is obligated to indemnify or insure, or otherwise make payments (includingpayments on account of claims made against) to or on behalf of any Person in connection with theclaims covered under Article X, including without limitation any insurer issuing any directors andofficers liability policy or any Person issuing a financial institution bond or banker's blanket bond."Received Deposits" means Insured Deposits, the uninsured portion of theGuaranteed Transaction Accounts, and Deposits of public money (other than such liabilities that areInsured Deposits) in the Failed Bank to the extent such Deposits are properly and fully secured, butexcluding all brokered deposits.Omni National Bank,Atlanta, GA-3-

In the event that a depositor's aggregate Deposits in the Failed Bank are in excess of its InsuredDeposit, the Corporation, in accordance with its standard policies and procedures, shall determinewhich Deposits are assumed.A Deposit in the form of a negotiable instrument shall not be assumed by or transferred to the AgentBank, and any interest with respect thereto as provided in this Agreement shall not accrue or be paiduntil the owner thereof shall provide proof satisfactory to the Corporation that such negotiableinstrument was negotiated to such owner prior to Bank Closing Date, as provided in 12 C.F.R.Section 330.4(b)(4)."Record" means any document, microfiche, microfilm and computer records(including but not limited to magnetic tape, disc storage, card forms and printed copy) of the FailedBank generated or maintained by the Failed Bank that is owned by or in the possession of theReceiver at Bank Closing."Safe Deposit Boxes" means the safe deposit boxes of the Failed Bank, if any,including the removable safe deposit boxes and safe deposit stacks in the Failed Bank's vault(s), allrights and benefits under rental agreements with respect to such safe deposit boxes, and all keys andcombinations thereto."Settlement Date" means the first Business Day immediately prior to the day whichis one hundred twenty (120) days after Bank Closing, or such other date prior thereto as may beagreed upon by the Receiver and the Agent Bank. The Receiver, in its discretion, may extend theSettlement Date."Subsidiary" has the meaning set forth in Section 3(w)(4) of the Federal DepositInsurance Act, 12 U.S.C. Section 1813(w)(4), as amended."Transferred Deposits" means the Received Deposits made available at the AgentBank to the depositors of the Failed Bank and which are transferred to the Agent Bank pursuant toSection 2.1.ARTICLE IITRANSFER OF RECEIVED DEPOSITS2.1Transfer of Received Deposits. The Corporation transfers to the Agent Bank andthe Agent Bank accepts the transfer of the Received Deposits as stated on the books of the FailedBank as of Bank Closing as set forth in Schedule 2.1 attached hereto and incorporated herein. TheAgent Bank agrees to commence payment of or otherwise make available such Transferred Depositupon demand to each such depositor (or to such other Person who can establish to the Agent Bank'ssatisfaction that such Person is the owner thereof), subject to the provisions of Section 2.5. Schedule2.1 is based upon the best information available to the Corporation and may be adjusted as providedin Article VII.Omni National Bank,Atlanta, GA-4-

2.2Interest on Transferred Deposits. The Agent Bank agrees that, from and afterBank Closing, it will accrue and pay interest on Transferred Deposits transferred pursuant toSection 2.1 at a rate(s) it shall determine; provided, that for nontransaction Transferred Depositssuch rate(s) shall not be less than the lowest rate offered by the Agent Bank to its depositors fornontransaction deposit accounts. The Agent Bank shall permit each depositor to withdraw,without penalty for early withdrawal, all or any portion of such depositor's Transferred Deposit,whether or not the Agent Bank elects to pay interest in accordance with any deposit agreementformerly existing between the Failed Bank and such depositor; and further provided, that if suchTransferred Deposit has been pledged to secure an obligation of the depositor to the Failed Bank,any withdrawal thereof shall be subject to the terms of the agreement governing such pledge.The Agent Bank shall give notice to such depositors as provided in Section 5.3 of the rate(s) ofinterest which it has determined to pay and of such withdrawal rights.2.3Schedule of Discharged Deposit Liabilities. The Agent Bank shall provide to theCorporation a "Schedule of Discharged Deposit Liabilities" at intervals of ninety (90) days fromBank Closing setting forth those Transferred Deposits with respect to which the Corporation'sliability for an Insured Deposit of the Failed Bank has been discharged by either (i) payment by theAgent Bank of a Transferred Deposit to the depositor, or (ii) confirmation of a new depositagreement between each such depositor and the Agent Bank during such ninety (90)-day period andthereafter until the Corporation's liability for Received Deposits has been discharged or untilunclaimed Received Deposits have been paid to the Corporation pursuant to Section 2.4. Each suchSchedule shall set forth such information as the Corporation may request, including the number andnames of the Transferred Deposit accounts paid or assumed by the Agent Bank, the manner ofsettlement and efforts of the Agent Bank to contact depositors.2.4Unclaimed Deposits. If, within eighteen (18) months after Bank Closing, anydepositor of the Failed Bank does not claim or arrange to continue such depositor's TransferredDeposit at the Agent Bank, the Agent Bank shall, within fifteen (15) Business Days after the end ofsuch eighteen (18)-month period, (i) refund to the Corporation the full amount of each suchTransferred Deposit (without reduction for service charges), (ii) provide to the Corporation aschedule of all such refunded Transferred Deposits in such form as may be prescribed by theCorporation, and (iii) assign, transfer, convey and deliver to the Receiver all right, title and interestof the Agent Bank in and to Records previously transferred to the Agent Bank and other recordsgenerated or maintained by the Agent Bank pertaining to such Transferred Deposits. During sucheighteen (18)-month period, at the request of the Corporation, the Agent Bank promptly shallprovide to the Corporation schedules of unclaimed Transferred Deposits in such form as may beprescribed by the Corporation.2.5Withheld Payments. At any time, the Receiver or the Corporation may, in itsdiscretion, determine that all or any portion of any deposit balance transferred to the Agent Bankpursuant to this Agreement does not constitute a "Deposit" (or otherwise, in its discretion, determinethat it is the best interest of the Receiver or Corporation to withhold all or any portion of anydeposit), and may direct the Agent Bank to withhold payment of all or any portion of any suchdeposit balance. Upon such direction, the Agent Bank agrees to hold such deposit and not to makeany payment of such deposit balance to or on behalf of the depositor, or to itself, whether by way oftransfer, set-off, or otherwise. The Agent Bank agrees to maintain the "withheld payment" status ofOmni National Bank,Atlanta, GA-5-

any such deposit balance until directed in writing by the Receiver or the Corporation as to itsdisposition. At the direction of the Receiver or the Corporation, the Agent Bank shall return all orany portion of such deposit balance to the Receiver or the Corporation, as appropriate, andthereupon the Agent Bank shall be discharged from any further liability to such depositor withrespect to such returned deposit balance. If such deposit balance has been paid to the depositor priorto a demand for return by the Corporation or the Receiver, and payment of such deposit balance hadnot been previously withheld pursuant to this Section, the Agent Bank shall not be obligated toreturn such deposit balance to the Receiver or the Corporation. The Agent Bank shall be obligated toreimburse the Corporation or the Receiver, as the case may be, for the amount of any deposit balanceor portion thereof paid by the Agent Bank in contravention of any previous direction to withholdpayment of such deposit balance or return such deposit balance, the payment of which was withheldpursuant to this Section.2.6Payment of Deposits. In the event any depositor does not accept the obligation ofthe Agent Bank to pay any Transferred Deposit transferred to the Agent Bank pursuant to thisAgreement and asserts a claim against the Receiver for all or any portion of any such Depositliability, the Agent Bank agrees on demand to provide to the Receiver funds sufficient to pay suchclaim in an amount not in excess of the Deposit liability reflected on the books of the Agent Bank atthe time such claim is made. Upon payment by the Agent Bank to the Receiver of such amount, theAgent Bank shall be discharged from any further obligation under this Agreement to pay to any suchdepositor the amount of such Transferred Deposit paid to the Receiver.ARTICLE IIIPURCHASE OF ASSETS3.1Assets Purchased by Agent Bank. The Agent Bank hereby purchases from theReceiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Agent Bank,all right, title, and interest of the Receiver in and to all of the following (the “Assets”):(a)cash and receivables from depository institutions (including Federal ReserveBanks and Federal Home Loan Banks), including cash items in the process ofcollection, plus any accrued interest thereon computed to and including BankClosing;(b)loans secured, in whole or in part, by Received Deposits or deposits at otherdepository institutions, if any;(c)Safe Deposit Box business (but not the Safe Deposit Boxes themselves) andsafekeeping business, if any, subject to Section 4.2 or 4.3, respectively; and(d)overdrafts of customers as of Bank Closing (including but not limited to overdraftsmade pursuant to an overdraft protection plan or similar extensions of credit inconnection with a deposit account).Omni National Bank,Atlanta, GA-6-

3.2Asset Purchase Price. All Assets purchased by the Agent Bank shall be purchasedat book value.3.3Manner of Conveyance; Limited Warranty; Nonrecourse; Etc. THECONVEYANCE OF ALL ASSETS, INCLUDING REAL AND PERSONAL PROPERTYINTERESTS, PURCHASED BY THE AGENT BANK UNDER THIS AGREEMENT SHALL BEMADE, AS NECESSARY, BY RECEIVER'S DEED OR RECEIVER'S BILL OF SALE, "AS IS","WHERE IS", WITHOUT RECOURSE AND, EXCEPT AS OTHERWISE SPECIFICALLYPROVIDED IN THIS AGREEMENT, WITHOUT ANY WARRANTIES WHATSOEVER WITHRESPECT TO SUCH ASSETS, EXPRESS OR IMPLIED, WITH RESPECT TO TITLE,ENFORCEABILITY, COLLECTIBILITY, DOCUMENTATION OR FREEDOM FROM LIENSOR ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY OTHER MATTERS.3.4Puts of Assets to the Receiver.(a)Puts Within 30 Days After the Bank Closing Date. During the thirty (30)-day periodfollowing the Bank Closing Date and only during such period (which thirty (30)-day period may beextended in writing in the sole absolute discretion of the Receiver for any loan), in accordance withthis Section 3.4, the Agent Bank shall be entitled to require the Receiver to purchase any loantransferred to the Agent Bank pursuant to Section 3.1(b) which is not fully secured by ReceivedDeposits or deposits at other insured depository institutions due to either insufficient ReceivedDeposit or deposit collateral or deficient documentation regarding such collateral or was made to aborrower who is domicile in a state in which the Agent Bank does not have a retail branch; providedwith regard to any loan secured by an Received Deposit, no such purchase may be required until anyDeposit setoff determination, whether voluntary or involuntary, has been made; and at the end of thethirty (30)-day period following the Bank Closing Date and at that time only, in accordance with thisSection 3.4, the Agent Bank shall be entitled to require the Receiver to purchase any remainingoverdraft transferred to the Agent Bank pursuant to 3.1(e) which was not made pursuant to anoverdraft protection plan or similar extension of credit.Notwithstanding the foregoing, the Agent Bank shall not have the right to require the Receiver topurchase any loan if the Agent Bank has:(A)made any advance respect to such loan;(B)created or permitted to be created any lien on such loan which secures indebtedness formoney borrowed or which constitutes a conditional sales agreement, capital lease or other titleretention agreement;(C)entered into, agreed to make, grant or permit, or made, granted or permitted any modificationor amendment to, any waiver or extension with respect to, or any renewal, refinancing or refundingof, such loan or related collateral, including, without limitation, any act or omission whichdiminished such collateral; or(D)sold, assigned or transferred all or a portion of such loan to a third party (whether with orwithout recourse).Omni National Bank,Atlanta, GA-7-

The Agent Bank shall transfer all such loans to the Receiver without recourse, and shall indemnifythe Receiver against any and all claims of any person claiming by, through or under the Agent Bankwith respect to any such loan.(b)Puts Prior to the Settlement Date. During the period from the Bank Closing Dateto and including the Business Day immediately preceding the Settlement Date, the Agent Bank shallbe entitled to require the Receiver to purchase any Asset which the Agent Bank can establish isevidenced by forged or stolen instruments as of the Bank Closing Date; provided, that, the AgentBank shall not have the right to require the Receiver to purchase any such Asset with respect towhich the Agent Bank has taken any action referred to in Section 3.4(a) with respect to such Asset.The Agent Bank shall transfer all such Assets to the Receiver without recourse, and shall indemnifythe Receiver against any and all claims of any Person claiming by, through or under the Agent Bankwith respect to any such Asset.(c)Notices to the Receiver. In the event that the Agent Bank elects to require theReceiver to purchase one or more Assets, the Agent Bank shall deliver to the Receiver a notice (a"Put Notice") which shall include:(i) a list of all Assets that the Agent Bank requires the Receiver to purchase; and(ii) a statement of the estimated repurchase price, as determined in accordance with Section 3.4(e),of each Asset identified pursuant to (i) above as of the applicable Put Date.Such notice shall be in the form prescribed by the Receiver or such other form to which the Receivershall consent. The Agent Bank shall deliver to the Receiver such documents, loan files and suchadditional information relating to the subject matter of the Put Notice as the Receiver may requestand shall provide to the Receiver full access to all other relevant books and records.(d)Purchase by Receiver. The Receiver shall purchase loans that are specified in thePut Notice, and the transfer of such loans shall be effective as of a date determined by the Receiver,which date shall not be later than thirty (30) days after receipt by the Receiver of the loan files withrespect to such loans (the "Put Date").(e)Purchase Price and Payment Date. Each loan purchased by the Receiver pursuantto this Section 3.4 shall be purchased at a price equal to the price paid by the Agent Bank for suchloan, adjusted for any payments received after Bank Closing. The Receiver shall pay the purchaseprice determined pursuant to this Section 3.4(e) not later than the twentieth (20th) Business Dayfollowing the applicable Put Date, together with interest on such amount at the Settlement InterestRate for the period from and including such Put Date to and including the day preceding the dateupon which payment is made.(f)Servicing. The A

ATLANTA, GEORGIA, FEDERAL DEPOSIT INSURANCE CORPORATION and SUNTRUST BANK . DATED AS OF . 2.4 Unclaimed Deposits . Furniture and Equipment" means the furniture and equipment (other than Safe Deposit Boxes, artwork, motor vehicles, and

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