Required Certifications

Emergency Capital Investment Program

Required Certifications

FORM OF PROCESS AND CONTROLS CERTIFICATION

SUPPLEMENTAL REPORT PROCESS AND CONTROLS CERTIFICATION OF
[RECIPIENT]

In connection with that certain Letter Agreement, dated [                    ], 20[   ] (the “Agreement”) by and between [RECIPIENT] (the “Recipient”) and the United States Department of the Treasury (the “Investor”), the undersigned does hereby certify on behalf of the Recipient as follows:

1. I am a duly elected/appointed Senior Executive Officer of the Recipient.

2. The processes and controls used to generate the Supplemental Reports for the Recipient’s fiscal year ending [                    ], 20[   ] are satisfactory.

3. If the Recipient is required to include an attestation as to its internal control over financial reporting in connection with the filing of audited financial statements with any Governmental Entity or self-regulatory agency, attached hereto is an attestation with respect to the processes and controls used to generate the Supplemental Reports from the Recipient’s independent auditor.

4. The undersigned and the Recipient understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. (See, for example, 18 U.S.C. 1001).

The foregoing certifications are made and delivered as of [                    ] pursuant to Section 4.1(d)(ii) of the Agreement.

Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement unless otherwise stated.

[Signature page follows]

IN WITNESS WHEREOF, this Certificate has been duly executed and delivered as of the [     ] day of [                    ], 20[     ].

[RECIPIENT]

By:
Name:
Title:

Paperwork Reduction Act Notice.

OMB Approval No.: Pending Approval

Expiration Date: Pending Approval

The information collected will be used for the U.S. Government to process requests for support. The estimated burden associated with this collection of information is 10 minutes per response. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Privacy, Transparency and Records, Department of the Treasury, 1500 Pennsylvania Ave., N.W., Washington, D.C. 20220. DO NOT send the form to this address. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a valid control number assigned by OMB.

FORM OF ECIP INTERIM FINAL RULE CERTIFICATION

ECIP CERTIFICATION OF
[RECIPIENT]

In connection with that certain Letter Agreement, dated [                    ], 20[   ] (the “Agreement”) by and between [RECIPIENT] (the “Recipient”) and the United States Department of the Treasury (the “Investor”), the undersigned does hereby certify on behalf of the Recipient as follows:

1. I am a duly elected/appointed Senior Executive Officer of the Recipient.

2. From the Closing Date through the date of this certification, the Recipient has complied with the requirements in:

a. 31 C.F.R. 35.22(a), which addresses restrictions on executive compensation;

b. 31 C.F.R. 35.22(b), which addresses restrictions on severance payments;

c. 31 C.F.R. 35.22(c), which addresses restrictions on excessive or luxury expenditures;

d. 31 C.F.R. 35.22(d), which addresses material changes in policies or procedures maintained for purposes of compliance with 31 C.F.R. 35.22(a)–(c);

e. 31 C.F.R. 35.23(a), which addressees restrictions on capital distributions due to nonpayment on the Preferred Shares; and

f. 31 C.F.R. 35.23(b), which addresses limitations on the amount of capital distributions.

3. The undersigned and the Recipient understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. (See, for example, 18 U.S.C. 1001).

The foregoing certifications are made and delivered as of [                    ] pursuant to Section 4.1(d)(iii) of the Agreement.

Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement unless otherwise stated.

[Signature page follows]

IN WITNESS WHEREOF, this Certificate has been duly executed and delivered as of the [     ] day of [                    ], 20[     ].

[RECIPIENT]

By:
Name:
Title: [Chief Executive Officer/
Chief Financial Officer]

By:
Name:
Title: [Chief Executive Officer/
Chief Financial Officer]

Paperwork Reduction Act Notice.

OMB Approval No.: Pending Approval

Expiration Date: Pending Approval

The information collected will be used for the U.S. Government to process requests for support. The estimated burden associated with this collection of information is 10 minutes per response. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Privacy, Transparency and Records, Department of the Treasury, 1500 Pennsylvania Ave., N.W., Washington, D.C. 20220. DO NOT send the form to this address. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a valid control number assigned by OMB.

FORM OF PROCESS AND CONTROLS ATTESTATION OF INDEPENDENT AUDITOR

SUPPLEMENTAL REPORT PROCESS AND CONTROLS ATTESTATION OF
[RECIPIENT]’S INDEPENDENT AUDITOR

In connection with that certain Letter Agreement, dated [                    ], 20[   ] (the “Agreement”) by and between [RECIPIENT] (the “Recipient”) and the United States Department of the Treasury (the “Investor”), the undersigned does hereby attest as follows:

1. I am the independent auditor for Recipient.

2. The processes and controls used to generate the Supplemental Reports for the Recipient’s fiscal year ending [                    ], 20[   ] are satisfactory.

3. The undersigned and the Recipient understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. (See, for example, 18 U.S.C. 1001).

The foregoing attestations are made and delivered as of [                    ] pursuant to Section 4.1(d)(ii) of the Agreement.

Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement unless otherwise stated.

[Signature page follows]

IN WITNESS WHEREOF, this Attestation has been duly executed and delivered as of the [     ] day of [                    ], 20[     ].

[RECIPIENT]

By:
Name:
Title:

Paperwork Reduction Act Notice.

OMB Approval No.: Pending Approval

Expiration Date: Pending Approval

The information collected will be used for the U.S. Government to process requests for support. The estimated burden associated with this collection of information is 10 minutes per response. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Privacy, Transparency and Records, Department of the Treasury, 1500 Pennsylvania Ave., N.W., Washington, D.C. 20220. DO NOT send the form to this address. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a valid control number assigned by OMB.