Monday, January 5, 2015

SENIOR PREFERRED STOCK PURCHASE AGREEMENT

http://www.treasury.gov/press-center/press-releases/Documents/seniorpreferredstockpurchaseagreementfrea.pdf

6.7. Effect of Order; Injunction; Decree. If any order, injunction or decree is issued by any
court of competent jurisdiction that vacates, modifies, amends, conditions, enjoins, stays or otherwise
affects the appointment of Conservator as conservator of Seller or otherwise curtails Conservator’s
powers as such conservator (except in each case any order converting the conservatorship
to a receivership under Section 1367(a) of the FHE Act), Purchaser may by written notice to
Conservator and Seller declare this Agreement null and void, whereupon all transfers hereunder
(including the issuance of the Senior Preferred Stock and the Warrant and any funding of the
Commitment) shall be rescinded and unwound and all obligations of the parties (other than to
effectuate such rescission and unwind) shall immediately and automatically terminate.

6.12. Non-Severability. Each of the provisions of this Agreement is integrated with and integral
to the whole and shall not be severable from the remainder of the Agreement. In the event
that any provision of this Agreement, the Senior Preferred Stock or the Warrant is determined to
be illegal or unenforceable, then Purchaser may, in its sole discretion, by written notice to Conservator
and Seller, declare this Agreement null and void, whereupon all transfers hereunder (including
the issuance of the Senior Preferred Stock and the Warrant and any funding of the Commitment)
shall be rescinded and unwound and all obligations of the parties (other than to effectuate
such rescission and unwind) shall immediately and automatically terminate. 

If any part of the SPSA agreement, including the sweep and or warrants is determined illegal the entire contract can become Null and Void.

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