{"id":43523,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-and-assumption-agreement-unionbancal-corp-frontier.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-and-assumption-agreement-unionbancal-corp-frontier","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/purchase-and-assumption-agreement-unionbancal-corp-frontier.html","title":{"rendered":"Purchase and Assumption Agreement – UnionBanCal Corp., Frontier Bank, and the FDIC"},"content":{"rendered":"

PURCHASE AND ASSUMPTION AGREEMENT<\/strong><\/p>\n

WHOLE BANK<\/u><\/strong><\/p>\n

ALL DEPOSITS<\/u><\/strong><\/p>\n

AMONG<\/strong><\/p>\n

FEDERAL DEPOSIT INSURANCE CORPORATION,<\/strong><\/p>\n

RECEIVER OF FRONTIER BANK<\/u>,<\/strong><\/p>\n

EVERETT, WASHINGTON<\/strong><\/p>\n

FEDERAL DEPOSIT INSURANCE CORPORATION<\/strong><\/p>\n

and<\/strong><\/p>\n

UNION BANK, N.A.<\/strong><\/p>\n

DATED AS OF<\/strong><\/p>\n

APRIL 30, 2010<\/strong><\/p>\n

\n

<\/p>\n

TABLE OF CONTENTS<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

ARTICLE I<\/strong><\/p>\n<\/td>\n

\n

DEFINITIONS<\/strong><\/p>\n<\/td>\n

\n

2<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE II<\/strong><\/p>\n<\/td>\n

\n

ASSUMPTION OF LIABILITIES<\/strong><\/p>\n<\/td>\n

\n

9<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2.1<\/p>\n<\/td>\n

\n

Liabilities Assumed by Assuming Institution<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

2.2<\/p>\n<\/td>\n

\n

Interest on Deposit Liabilities<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

2.3<\/p>\n<\/td>\n

\n

Unclaimed Deposits<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n

\n

2.4<\/p>\n<\/td>\n

\n

Employee Plans<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE III<\/strong><\/p>\n<\/td>\n

\n

PURCHASE OF ASSETS<\/strong><\/p>\n<\/td>\n

\n

11<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

3.1<\/p>\n<\/td>\n

\n

Assets Purchased by Assuming Institution<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n

\n

3.2<\/p>\n<\/td>\n

\n

Asset Purchase Price<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

3.3<\/p>\n<\/td>\n

\n

Manner of Conveyance; Limited Warranty; Nonrecourse; Etc.<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

3.4<\/p>\n<\/td>\n

\n

Puts of Assets to the Receiver<\/p>\n<\/td>\n

\n

13<\/p>\n<\/td>\n<\/tr>\n

\n

3.5<\/p>\n<\/td>\n

\n

Assets Not Purchased by Assuming Institution<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

3.6<\/p>\n<\/td>\n

\n

Assets Essential to Receiver<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE IV<\/strong><\/p>\n<\/td>\n

\n

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS<\/strong><\/p>\n<\/td>\n

\n

17<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

4.1<\/p>\n<\/td>\n

\n

Continuation of Banking Business<\/p>\n<\/td>\n

\n

17<\/p>\n<\/td>\n<\/tr>\n

\n

4.2<\/p>\n<\/td>\n

\n

Agreement with Respect to Credit Card Business<\/p>\n<\/td>\n

\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

4.3<\/p>\n<\/td>\n

\n

Agreement with Respect to Safe Deposit Business<\/p>\n<\/td>\n

\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

4.4<\/p>\n<\/td>\n

\n

Agreement with Respect to Safekeeping Business<\/p>\n<\/td>\n

\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

4.5<\/p>\n<\/td>\n

\n

Agreement with Respect to Trust Business<\/p>\n<\/td>\n

\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

4.6<\/p>\n<\/td>\n

\n

Agreement with Respect to Bank Premises<\/p>\n<\/td>\n

\n

19<\/p>\n<\/td>\n<\/tr>\n

\n

4.7<\/p>\n<\/td>\n

\n

Agreement with Respect to Leased Data Processing Equipment<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

4.8<\/p>\n<\/td>\n

\n

Agreement with Respect to Certain Existing Agreements<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

\n

4.9<\/p>\n<\/td>\n

\n

Informational Tax Reporting<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n

\n

4.10<\/p>\n<\/td>\n

\n

Insurance<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n

\n

4.11<\/p>\n<\/td>\n

\n

Office Space for Receiver and Corporation<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n

\n

4.12<\/p>\n<\/td>\n

\n

Agreement with Respect to Continuation of Group Health Plan Coverage for
\nFormer Employees<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

4.13<\/p>\n<\/td>\n

\n

Agreement with Respect to Interim Asset Servicing<\/p>\n<\/td>\n

\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

4.14<\/p>\n<\/td>\n

\n

Reserved<\/p>\n<\/td>\n

\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

4.15<\/p>\n<\/td>\n

\n

Agreement with Respect to Loss Sharing<\/p>\n<\/td>\n

\n

26<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ii<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/p>\n

ARTICLE V<\/strong><\/p>\n<\/td>\n

\n

DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK<\/strong><\/p>\n<\/td>\n

\n

26<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

5.1<\/p>\n<\/td>\n

\n

Payment of Checks, Drafts and Orders<\/p>\n<\/td>\n

\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

5.2<\/p>\n<\/td>\n

\n

Certain Agreements Related to Deposits<\/p>\n<\/td>\n

\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

5.3<\/p>\n<\/td>\n

\n

Notice to Depositors<\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VI<\/strong><\/p>\n<\/td>\n

\n

RECORDS<\/strong><\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

6.1<\/p>\n<\/td>\n

\n

Transfer of Records<\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

6.2<\/p>\n<\/td>\n

\n

Delivery of Assigned Records<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n

\n

6.3<\/p>\n<\/td>\n

\n

Preservation of Records<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n

\n

6.4<\/p>\n<\/td>\n

\n

Access to Records; Copies<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VII<\/strong><\/p>\n<\/td>\n

\n

BID; INITIAL PAYMENT<\/strong><\/p>\n<\/td>\n

\n

29<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VIII<\/strong><\/p>\n<\/td>\n

\n

ADJUSTMENTS<\/strong><\/p>\n<\/td>\n

\n

29<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.1<\/p>\n<\/td>\n

\n

Pro Forma Statement<\/p>\n<\/td>\n

\n

29<\/p>\n<\/td>\n<\/tr>\n

\n

8.2<\/p>\n<\/td>\n

\n

Correction of Errors and Omissions; Other Liabilities<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

8.3<\/p>\n<\/td>\n

\n

Payments<\/p>\n<\/td>\n

\n

30<\/p>\n<\/td>\n<\/tr>\n

\n

8.4<\/p>\n<\/td>\n

\n

Interest<\/p>\n<\/td>\n

\n

30<\/p>\n<\/td>\n<\/tr>\n

\n

8.5<\/p>\n<\/td>\n

\n

Subsequent Adjustments<\/p>\n<\/td>\n

\n

30<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE IX<\/strong><\/p>\n<\/td>\n

\n

CONTINUING COOPERATION<\/strong><\/p>\n<\/td>\n

\n

30<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

9.1<\/p>\n<\/td>\n

\n

General Matters<\/p>\n<\/td>\n

\n

30<\/p>\n<\/td>\n<\/tr>\n

\n

9.2<\/p>\n<\/td>\n

\n

Additional Title Documents<\/p>\n<\/td>\n

\n

31<\/p>\n<\/td>\n<\/tr>\n

\n

9.3<\/p>\n<\/td>\n

\n

Claims and Suits<\/p>\n<\/td>\n

\n

31<\/p>\n<\/td>\n<\/tr>\n

\n

9.4<\/p>\n<\/td>\n

\n

Payment of Deposits<\/p>\n<\/td>\n

\n

31<\/p>\n<\/td>\n<\/tr>\n

\n

9.5<\/p>\n<\/td>\n

\n

Withheld Payments<\/p>\n<\/td>\n

\n

31<\/p>\n<\/td>\n<\/tr>\n

\n

9.6<\/p>\n<\/td>\n

\n

Proceedings with Respect to Certain Assets and Liabilities<\/p>\n<\/td>\n

\n

32<\/p>\n<\/td>\n<\/tr>\n

\n

9.7<\/p>\n<\/td>\n

\n

Information<\/p>\n<\/td>\n

\n

32<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE X<\/strong><\/p>\n<\/td>\n

\n

CONDITION PRECEDENT<\/strong><\/p>\n<\/td>\n

\n

33<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE XI<\/strong><\/p>\n<\/td>\n

\n

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION<\/strong>\n<\/p>\n<\/td>\n

\n

33<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE XII<\/strong><\/p>\n<\/td>\n

\n

INDEMNIFICATION<\/strong><\/p>\n<\/td>\n

\n

34<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

12.1<\/p>\n<\/td>\n

\n

Indemnification of Indemnitees<\/p>\n<\/td>\n

\n

34<\/p>\n<\/td>\n<\/tr>\n

\n

12.2<\/p>\n<\/td>\n

\n

Conditions Precedent to Indemnification<\/p>\n<\/td>\n

\n

37<\/p>\n<\/td>\n<\/tr>\n

\n

12.3<\/p>\n<\/td>\n

\n

No Additional Warranty<\/p>\n<\/td>\n

\n

38<\/p>\n<\/td>\n<\/tr>\n

\n

12.4<\/p>\n<\/td>\n

\n

Indemnification of Corporation and Receiver<\/p>\n<\/td>\n

\n

38<\/p>\n<\/td>\n<\/tr>\n

\n

12.5<\/p>\n<\/td>\n

\n

Obligations Supplemental<\/p>\n<\/td>\n

\n

38<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iii<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/p>\n

12.6<\/p>\n<\/td>\n

\n

Criminal Claims<\/p>\n<\/td>\n

\n

39<\/p>\n<\/td>\n<\/tr>\n

\n

12.7<\/p>\n<\/td>\n

\n

Limited Guaranty of the Corporation<\/p>\n<\/td>\n

\n

39<\/p>\n<\/td>\n<\/tr>\n

\n

12.8<\/p>\n<\/td>\n

\n

Subrogation<\/p>\n<\/td>\n

\n

39<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE XIII<\/strong><\/p>\n<\/td>\n

\n

MISCELLANEOUS<\/strong><\/p>\n<\/td>\n

\n

39<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

13.1<\/p>\n<\/td>\n

\n

Entire Agreement<\/p>\n<\/td>\n

\n

39<\/p>\n<\/td>\n<\/tr>\n

\n

13.2<\/p>\n<\/td>\n

\n

Headings<\/p>\n<\/td>\n

\n

40<\/p>\n<\/td>\n<\/tr>\n

\n

13.3<\/p>\n<\/td>\n

\n

Counterparts<\/p>\n<\/td>\n

\n

40<\/p>\n<\/td>\n<\/tr>\n

\n

13.4<\/p>\n<\/td>\n

\n

Governing Law<\/p>\n<\/td>\n

\n

40<\/p>\n<\/td>\n<\/tr>\n

\n

13.5<\/p>\n<\/td>\n

\n

Successors<\/p>\n<\/td>\n

\n

40<\/p>\n<\/td>\n<\/tr>\n

\n

13.6<\/p>\n<\/td>\n

\n

Modification; Assignment<\/p>\n<\/td>\n

\n

40<\/p>\n<\/td>\n<\/tr>\n

\n

13.7<\/p>\n<\/td>\n

\n

Notice<\/p>\n<\/td>\n

\n

40<\/p>\n<\/td>\n<\/tr>\n

\n

13.8<\/p>\n<\/td>\n

\n

Manner of Payment<\/p>\n<\/td>\n

\n

41<\/p>\n<\/td>\n<\/tr>\n

\n

13.9<\/p>\n<\/td>\n

\n

Costs, Fees and Expenses<\/p>\n<\/td>\n

\n

41<\/p>\n<\/td>\n<\/tr>\n

\n

13.10<\/p>\n<\/td>\n

\n

Waiver<\/p>\n<\/td>\n

\n

41<\/p>\n<\/td>\n<\/tr>\n

\n

13.11<\/p>\n<\/td>\n

\n

Severability<\/p>\n<\/td>\n

\n

42<\/p>\n<\/td>\n<\/tr>\n

\n

13.12<\/p>\n<\/td>\n

\n

Term of Agreement<\/p>\n<\/td>\n

\n

42<\/p>\n<\/td>\n<\/tr>\n

\n

13.13<\/p>\n<\/td>\n

\n

Survival of Covenants, Etc.<\/p>\n<\/td>\n

\n

42<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The following schedules to the Purchase and Assumption Agreement have been
\nomitted. The Registrant will furnish copies to the Commission upon request.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

SCHEDULES<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2.1<\/p>\n<\/td>\n

\n

Certain Liabilities Assumed<\/p>\n<\/td>\n

\n

44<\/p>\n<\/td>\n<\/tr>\n

\n

2.1(a)<\/p>\n<\/td>\n

\n

Excluded Deposit Liability Accounts<\/p>\n<\/td>\n

\n

45<\/p>\n<\/td>\n<\/tr>\n

\n

3.1<\/p>\n<\/td>\n

\n

Certain Assets Purchased<\/p>\n<\/td>\n

\n

47<\/p>\n<\/td>\n<\/tr>\n

\n

3.2<\/p>\n<\/td>\n

\n

Purchase Price of Assets or Assets<\/p>\n<\/td>\n

\n

48<\/p>\n<\/td>\n<\/tr>\n

\n

3.5(l)<\/p>\n<\/td>\n

\n

Excluded Securities<\/p>\n<\/td>\n

\n

50<\/p>\n<\/td>\n<\/tr>\n

\n

4.15A<\/p>\n<\/td>\n

\n

Single Family Shared-Loss Loans<\/p>\n<\/td>\n

\n

51<\/p>\n<\/td>\n<\/tr>\n

\n

4.15B<\/p>\n<\/td>\n

\n

Commercial Shared-Loss Share Loans<\/p>\n<\/td>\n

\n

52<\/p>\n<\/td>\n<\/tr>\n

\n

4.15C<\/p>\n<\/td>\n

\n

Shared-Loss Securities<\/p>\n<\/td>\n

\n

53<\/p>\n<\/td>\n<\/tr>\n

\n

7<\/p>\n<\/td>\n

\n

Calculation of Deposit Premium<\/p>\n<\/td>\n

\n

54<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBITS<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2.3A<\/p>\n<\/td>\n

\n

Final Notice Letter<\/p>\n<\/td>\n

\n

55<\/p>\n<\/td>\n<\/tr>\n

\n

2.3B<\/p>\n<\/td>\n

\n

Affidavit of Mailing<\/p>\n<\/td>\n

\n

57<\/p>\n<\/td>\n<\/tr>\n

\n

3.2(c)<\/p>\n<\/td>\n

\n

Valuation of Certain Qualified Financial Contracts<\/p>\n<\/td>\n

\n

58<\/p>\n<\/td>\n<\/tr>\n

\n

4.13<\/p>\n<\/td>\n

\n

Interim Asset Servicing Arrangement<\/p>\n<\/td>\n

\n

60<\/p>\n<\/td>\n<\/tr>\n

\n

4.15A<\/p>\n<\/td>\n

\n

Single Family Shared-Loss Agreement<\/p>\n<\/td>\n

\n

62<\/p>\n<\/td>\n<\/tr>\n

\n

4.15B<\/p>\n<\/td>\n

\n

Commercial Shared-Loss Agreement<\/p>\n<\/td>\n

\n

104<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iv<\/p>\n

\n

<\/p>\n

PURCHASE AND ASSUMPTION AGREEMENT<\/u><\/strong><\/p>\n

WHOLE BANK<\/u><\/strong><\/p>\n

ALL DEPOSITS<\/u><\/strong><\/p>\n

THIS AGREEMENT<\/strong>, made and entered into as of the 30th day of
\nApril, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION,
\nRECEIVER of FRONTIER BANK, EVERETT, WASHINGTON <\/strong>(the “Receiver”),
\nUNION BANK, N.A.<\/strong>, organized under the laws of the United States
\nof America, and having its principal place of business in SAN FRANCISCO,
\nCALIFORNIA <\/strong>(the “Assuming Institution”), and the FEDERAL
\nDEPOSIT INSURANCE CORPORATION<\/strong>, organized under the laws of the United
\nStates of America and having its principal office in Washington, D.C., acting in
\nits corporate capacity (the “Corporation”).<\/p>\n

WITNESSETH<\/strong>:<\/p>\n

WHEREAS<\/strong>, on Bank Closing, the Chartering Authority closed
\nFRONTIER BANK<\/strong> (the “Failed Bank”) pursuant to applicable law
\nand the Corporation was appointed Receiver thereof; and<\/p>\n

WHEREAS<\/strong>, the Assuming Institution desires to purchase
\ncertain assets and assume certain deposit and other liabilities of the Failed
\nBank on the terms and conditions set forth in this Agreement; and<\/p>\n

WHEREAS<\/strong>, pursuant to 12 U.S.C. Section 1823(c)(2)(A), the
\nCorporation may provide assistance to the Assuming Institution to facilitate the
\ntransactions contemplated by this Agreement, which assistance may include
\nindemnification pursuant to Article XII; and<\/p>\n

WHEREAS<\/strong>, the Board of Directors of the Corporation (the
\n“Board”) has determined to provide assistance to the Assuming Institution on the
\nterms and subject to the conditions set forth in this Agreement; and<\/p>\n

WHEREAS<\/strong>, the Board has determined pursuant to 12 U.S.C.
\nSection 1823(c)(4)(A) that such assistance is necessary to meet the obligation
\nof the Corporation to provide insurance coverage for the insured deposits in the
\nFailed Bank.<\/p>\n

NOW THEREFORE<\/strong>, in consideration of the mutual promises
\nherein set forth and other valuable consideration, the parties hereto agree as
\nfollows:<\/p>\n

1<\/p>\n

\n

<\/p>\n

ARTICLE I<\/strong><\/p>\n

DEFINITIONS<\/strong><\/p>\n

Capitalized terms used in this Agreement shall have the meanings set forth in
\nthis Article I, or elsewhere in this Agreement. As used herein, words imparting
\nthe singular include the plural and vice versa.<\/p>\n

“Accounting Records<\/u>“<\/strong> means the general ledger and
\nsubsidiary ledgers and supporting schedules which support the general ledger
\nbalances.<\/p>\n

“Acquired Subsidiaries<\/u>“<\/strong> means Subsidiaries of the
\nFailed Bank acquired pursuant to Section 3.1.<\/p>\n

“Affiliate<\/u>“<\/strong> of any Person means any director,
\nofficer, or employee of that Person and any other Person (i) who is directly or
\nindirectly controlling, or controlled by, or under direct or indirect common
\ncontrol with, such Person, or (ii) who is an affiliate of such Person as the
\nterm “affiliate” is defined in Section 2 of the Bank Holding Company Act of
\n1956, as amended, 12 U.S.C. Section 1841.<\/p>\n

“Agreement<\/u>“<\/strong> means this Purchase and Assumption
\nAgreement by and among the Assuming Institution, the Corporation and the
\nReceiver, as amended or otherwise modified from time to time.<\/p>\n

“Assets<\/u>“<\/strong> means all assets of the Failed Bank
\npurchased pursuant to Section 3.1. Assets owned by Subsidiaries of the Failed
\nBank are not “Assets” within the meaning of this definition.<\/p>\n

“Assumed Deposits<\/u>“<\/strong> means Deposits.<\/p>\n

“Bank Closing<\/u>“<\/strong> means the close of business of the
\nFailed Bank on the date on which the Chartering Authority closed such
\ninstitution.<\/p>\n

“Bank Premises<\/u>“<\/strong> means the banking houses, drive-in
\nbanking facilities, and teller facilities (staffed or automated) together with
\nadjacent parking, storage and service facilities and structures connecting
\nremote facilities to banking houses, and land on which the foregoing are
\nlocated, and unimproved land that are owned or leased by the Failed Bank and
\nthat have formerly been utilized, are currently utilized, or are intended to be
\nutilized in the future by the Failed Bank as shown on the Accounting Record of
\nthe Failed Bank as of Bank Closing.<\/p>\n

“Bid Amount<\/u>“<\/strong> has the meaning provided in Article VII.\n<\/p>\n

“Bid Valuation Date<\/u>” <\/strong>means January 15, 2010.<\/p>\n

“Book Value<\/u>“<\/strong> means, with respect to any Asset and any
\nLiability Assumed, the dollar amount thereof stated on the Accounting Records of
\nthe Failed Bank. The Book Value of<\/p>\n

2<\/p>\n

\n

<\/p>\n

any item shall be determined as of Bank Closing after adjustments made by the
\nReceiver for differences in accounts, suspense items, unposted debits and
\ncredits, and other similar adjustments or corrections and for setoffs, whether
\nvoluntary or involuntary. The Book Value of a Subsidiary of the Failed Bank
\nacquired by the Assuming Institution shall be determined from the investment in
\nsubsidiary and related accounts on the “bank only” (unconsolidated) balance
\nsheet of the Failed Bank based on the equity method of accounting. Without
\nlimiting the generality of the foregoing, (i) the Book Value of a Liability
\nAssumed shall include all accrued and unpaid interest thereon as of Bank
\nClosing, and (ii) the Book Value of a Loan shall reflect adjustments for earned
\ninterest, or unearned interest (as it relates to the “rule of 78s” or
\nadd-on-interest loans, as applicable), if any, as of Bank Closing, adjustments
\nfor the portion of earned or unearned loan-related credit life and\/or disability
\ninsurance premiums, if any, attributable to the Failed Bank as of Bank Closing,
\nand adjustments for Failed Bank Advances, if any, in each case as determined for
\nfinancial reporting purposes. The Book Value of an Asset shall not include any
\nadjustment for loan premiums, discounts or any related deferred income, fees or
\nexpenses, or general or specific reserves on the Accounting Records of the
\nFailed Bank. For Shared-Loss Securities, Book Value means the value of the
\nsecurity provided in the Information Package.<\/p>\n

“Business Day<\/u>“<\/strong> means a day other than a Saturday,
\nSunday, Federal legal holiday or legal holiday under the laws of the State where
\nthe Failed Bank is located, or a day on which the principal office of the
\nCorporation is closed.<\/p>\n

“Chartering Authority<\/u>“<\/strong> means (i) with respect to a
\nnational bank, the Office of the Comptroller of the Currency, (ii) with respect
\nto a Federal savings association or savings bank, the Office of Thrift
\nSupervision, (iii) with respect to a bank or savings institution chartered by a
\nState, the agency of such State charged with primary responsibility for
\nregulating and\/or closing banks or savings institutions, as the case may be,
\n(iv) the Corporation in accordance with 12 U.S.C. Section 1821(c), with regard
\nto self appointment, or (v) the appropriate Federal banking agency in accordance
\nwith 12 U.S.C. 1821(c)(9).<\/p>\n

“Commitment<\/u>“<\/strong> means the unfunded portion of a line of
\ncredit or other commitment reflected on the books and records of the Failed Bank
\nto make an extension of credit (or additional advances with respect to a Loan)
\nthat was legally binding on the Failed Bank as of Bank Closing, other than
\nextensions of credit pursuant to the credit card business and overdraft
\nprotection plans of the Failed Bank, if any.<\/p>\n

“Credit Documents<\/u>“<\/strong> mean the agreements, instruments,
\ncertificates or other documents at any time evidencing or otherwise relating to,
\ngoverning or executed in connection with or as security for, a Loan, including
\nwithout limitation notes, bonds, loan agreements, letter of credit applications,
\nlease financing contracts, banker153s acceptances, drafts, interest protection
\nagreements, currency exchange agreements, repurchase agreements, reverse
\nrepurchase agreements, guarantees, deeds of trust, mortgages, assignments,
\nsecurity agreements, pledges, subordination or priority agreements, lien
\npriority agreements, undertakings, security instruments, certificates,
\ndocuments, legal opinions, participation agreements and intercreditor
\nagreements, and all amendments, modifications, renewals, extensions,
\nrearrangements, and substitutions with respect to any of the foregoing.<\/p>\n

3<\/p>\n

\n

<\/p>\n

“Credit File<\/u>“<\/strong> means all Credit Documents and all
\nother credit, collateral, or insurance documents in the possession or custody of
\nthe Assuming Institution, or any of its Subsidiaries or Affiliates, relating to
\nan Asset or a Loan included in a Put Notice, or copies of any thereof.<\/p>\n

“Data Processing Lease<\/u>“<\/strong> means any lease or licensing
\nagreement, binding on the Failed Bank as of Bank Closing, the subject of which
\nis data processing equipment or computer hardware or software used in connection
\nwith data processing activities. A lease or licensing agreement for computer
\nsoftware used in connection with data processing activities shall constitute a
\nData Processing Lease regardless of whether such lease or licensing agreement
\nalso covers data processing equipment.<\/p>\n

“Deposit<\/u>“<\/strong> means a deposit as defined in 12 U.S.C.
\nSection 1813(l), including without limitation, outstanding cashier153s checks and
\nother official checks and all uncollected items included in the depositors153
\nbalances and credited on the books and records of the Failed Bank;
\nprovided<\/u>, that<\/u> the term “Deposit” shall not include all or any
\nportion of those deposit balances which, in the discretion of the Receiver or
\nthe Corporation, (i) may be required to satisfy it for any liquidated or
\ncontingent liability of any depositor arising from an unauthorized or unlawful
\ntransaction, or (ii) may be needed to provide payment of any liability of any
\ndepositor to the Failed Bank or the Receiver, including the liability of any
\ndepositor as a director or officer of the Failed Bank, whether or not the amount
\nof the liability is or can be determined as of Bank Closing.<\/p>\n

“Deposit Secured Loan<\/u>“<\/strong> means a loan in which the only
\ncollateral securing the loan is Assumed Deposits or deposits at other insured
\ndepository institutions<\/p>\n

“Failed Bank Advances<\/u>“<\/strong> means the total sums paid by
\nthe Failed Bank to (i) protect its lien position, (ii) pay ad valorem taxes and
\nhazard insurance, and (iii) pay credit life insurance, accident and health
\ninsurance, and vendor153s single interest insurance.<\/p>\n

“Fair Market Value<\/u>“<\/strong> means (i)(a) “Market Value” as
\ndefined in the regulation prescribing the standards for real estate appraisals
\nused in federally related transactions, 12 C.F.R. \u00a7 323.2(g), and accordingly
\nshall mean the most probable price which a property should bring in a
\ncompetitive and open market under all conditions requisite to a fair sale, the
\nbuyer and seller each acting prudently and knowledgeably, and assuming the price
\nis not affected by undue stimulus. Implicit in this definition is the
\nconsummation of a sale as of a specified date and the passing of title from
\nseller to buyer under conditions whereby:<\/p>\n

(1) Buyer and seller are typically motivated;<\/p>\n

(2) Both parties are well informed or well advised, and acting in what they
\nconsider their own best interests;<\/p>\n

(3) A reasonable time is allowed for exposure in the open market;<\/p>\n

(4) Payment is made in terms of cash in U.S. dollars or in terms of financial
\narrangements comparable thereto; and<\/p>\n

(5) The price represents the normal consideration for the property sold
\nunaffected by special or creative financing or sales concessions granted by
\nanyone associated with the<\/p>\n

4<\/p>\n

\n

<\/p>\n

sale;<\/p>\n

as determined as of Bank Closing by an appraiser chosen by the Assuming
\nInstitution from a list of acceptable appraisers provided by the Receiver; any
\ncosts and fees associated with such determination shall be shared equally by the
\nReceiver and the Assuming Institution, and (b) which, with respect to Bank
\nPremises (to the extent, if any, that Bank Premises are purchased utilizing this
\nvaluation method), shall be determined not later than sixty (60) days after Bank
\nClosing by an appraiser selected by the Receiver and the Assuming Institution
\nwithin seven (7) days after Bank Closing; or (ii) with respect to property other
\nthan Bank Premises purchased utilizing this valuation method, the price
\ntherefore as established by the Receiver and agreed to by the Assuming
\nInstitution, or in the absence of such agreement, as determined in accordance
\nwith clause (i)(a) above.<\/p>\n

“First Loss Tranche<\/u><\/strong>” means the amount of loss the
\nAssuming Institution shall absorb prior to the commencement of loss sharing and
\nit must be stated as zero or a positive number. The First Loss Tranche bid is
\nexpressed as a percentage of the Book Value of Assets covered by loss sharing.
\nThe First Loss Tranche must be a positive number.<\/p>\n

“Fixtures<\/u><\/strong>” means those leasehold improvements,
\nadditions, alterations and installations constituting all or a part of Bank
\nPremises and which were acquired, added, built, installed or purchased at the
\nexpense of the Failed Bank, regardless of the holder of legal title thereto as
\nof Bank Closing.<\/p>\n

“Furniture and Equipment<\/u>“<\/strong> means the furniture and
\nequipment, other than motor vehicles, leased or owned by the Failed Bank and
\nreflected on the books of the Failed Bank as of Bank Closing and located on or
\nat Bank Premises, including without limitation automated teller machines,
\ncarpeting, furniture, office machinery (including personal computers), shelving,
\noffice supplies, telephone, surveillance, security systems and artwork. Motor
\nvehicles shall be considered other assets and pass at Book Value. Furniture and
\nequipment located at a storage facility not adjacent to a Bank Premises are
\nexcluded from this definition.<\/p>\n

“Indemnitees<\/u>“<\/strong> means, except as provided in paragraph
\n(11) of Section 12.1(b), (i) the Assuming Institution, (ii) the Subsidiaries and
\nAffiliates of the Assuming Institution other<\/u> than<\/u> any Subsidiaries
\nor Affiliates of the Failed Bank that are or become Subsidiaries or Affiliates
\nof the Assuming Institution, and (iii) the directors, officers, employees and
\nagents of the Assuming Institution and its Subsidiaries and Affiliates who are
\nnot<\/u> also present or former directors, officers, employees or agents of
\nthe Failed Bank or of any Subsidiary or Affiliate of the Failed Bank.<\/p>\n

“Information Package<\/u>” <\/strong>means the most recent
\ncompilation of financial and other data with respect to the Failed Bank,
\nincluding any amendments or supplements thereto, provided to the Assuming
\nInstitution by the Corporation on the web site used by the Corporation to market
\nthe Failed Bank to potential acquirers.<\/p>\n

5<\/p>\n

\n

<\/p>\n

“Initial Payment<\/u>“<\/strong> means the payment made pursuant to
\nArticle VII (based on the best information available as of the Bank Closing
\nDate), the amount of which shall be either (i) if the Bid Amount is positive,
\nthe aggregate Book Value of the Liabilities Assumed minus<\/u> the sum of the
\naggregate purchase price of the Assets and assets purchased and the positive Bid
\nAmount, or (ii) if the Bid Amount is negative, the sum of the aggregate Book
\nValue of the Liabilities Assumed and the negative Bid Amount minus<\/u> the
\naggregate purchase price of the Assets and assets purchased. The Initial Payment
\nshall be payable by the Corporation to the Assuming Bank if (i) the Liabilities
\nAssumed are greater than the sum of the positive Bid Amount and the Assets and
\nassets purchased, or if (ii) the sum of the Liabilities Assumed and the negative
\nBid Amount are greater than the Assets and assets purchased. The Initial Payment
\nshall be payable by the Assuming Bank to the Corporation if (i) the Liabilities
\nAssumed are less than the sum of the positive Bid Amount and the Assets and
\nassets purchased, or if (ii) the sum of the Liabilities Assumed and the negative
\nBid Amount is less than the Assets and assets purchased. Such Initial Payment
\nshall be subject to adjustment as provided in Article VIII.<\/p>\n

“Legal Balance<\/u>” <\/strong>means the amount of indebtedness
\nlegally owed by an Obligor with respect to a Loan, including principal and
\naccrued and unpaid interest, late fees, attorneys153 fees and expenses, taxes,
\ninsurance premiums, and similar charges, if any.<\/p>\n

“Liabilities Assumed<\/u>“<\/strong> has the meaning provided in
\nSection 2.1.<\/p>\n

“Lien<\/u>“<\/strong> means any mortgage, lien, pledge, charge,
\nassignment for security purposes, security interest, or encumbrance of any kind
\nwith respect to an Asset, including any conditional sale agreement or capital
\nlease or other title retention agreement relating to such Asset.<\/p>\n

“Loans<\/u>“<\/strong> means all of the following owed to or held by
\nthe Failed Bank as of Bank Closing:<\/p>\n

(i) loans (including loans which have been charged off the Accounting Records
\nof the Failed Bank in whole or in part prior to and including the Bid Valuation
\nDate), participation agreements, interests in participations, overdrafts of
\ncustomers (including but not limited to overdrafts made pursuant to an overdraft
\nprotection plan or similar extensions of credit in connection with a deposit
\naccount), revolving commercial lines of credit, home equity lines of credit,
\nCommitments, United States and\/or State-guaranteed student loans, and lease
\nfinancing contracts;<\/p>\n

(ii) all Liens, rights (including rights of set-off), remedies, powers,
\nprivileges, demands, claims, priorities, equities and benefits owned or held by,
\nor accruing or to accrue to or for the benefit of, the holder of the obligations
\nor instruments referred to in clause (i) above, including but not limited to
\nthose arising under or based upon Credit Documents, casualty insurance policies
\nand binders, standby letters of credit, mortgagee title insurance policies and
\nbinders, payment bonds and performance bonds at any time and from time to time
\nexisting with respect to any of the obligations or instruments referred to in
\nclause (i) above; and<\/p>\n

6<\/p>\n

\n

<\/p>\n

(iii) all amendments, modifications, renewals, extensions, refinancings, and
\nrefundings of or for any of the foregoing.<\/p>\n

“Obligor<\/u>“<\/strong> means each Person liable for the full or
\npartial payment or performance of any Loan, whether such Person is obligated
\ndirectly, indirectly, primarily, secondarily, jointly, or severally.<\/p>\n

“Other Real Estate<\/u>“<\/strong> means all interests in real
\nestate (other than Bank Premises and Fixtures), including but not limited to
\nmineral rights, leasehold rights, condominium and cooperative interests, air
\nrights and development rights that are owned by the Failed Bank.<\/p>\n

“Payment Date<\/u>“<\/strong> means the first Business Day after the
\nBank Closing Date.<\/p>\n

“Person<\/u>“<\/strong> means any individual, corporation,
\npartnership, joint venture, association, joint-stock company, trust,
\nunincorporated organization, or government or any agency or political
\nsubdivision thereof, excluding the Corporation.<\/p>\n

“Primary Indemnitor<\/u>“<\/strong> means any Person (other than the
\nAssuming Institution or any of its Affiliates) who is obligated to indemnify or
\ninsure, or otherwise make payments (including payments on account of claims made
\nagainst) to or on behalf of any Person in connection with the claims covered
\nunder Article XII, including without limitation any insurer issuing any
\ndirectors and officers liability policy or any Person issuing a financial
\ninstitution bond or banker153s blanket bond.<\/p>\n

“Pro forma<\/u>” <\/strong>means producing a balance sheet that
\nreflects a reasonably accurate financial statement of the Failed bank through
\nthe date of closing. The pro forma financial statements serve as a basis for the
\nopening entries of both the Assuming Institution and the Receiver.<\/p>\n

“Put Date<\/u>“<\/strong> has the meaning provided in Section 3.4.\n<\/p>\n

“Put Notice<\/u>“<\/strong> has the meaning provided in Section 3.4.\n<\/p>\n

“Qualified Financial Contract<\/u>“<\/strong> means a qualified
\nfinancial contract as defined in 12 U.S.C. Section 1821(e)(8)(D).<\/p>\n

“Record<\/u>“<\/strong> means any document, microfiche, microfilm
\nand computer records (including but not limited to magnetic tape, disc storage,
\ncard forms and printed copy) of the Failed Bank generated or maintained by the
\nFailed Bank that is owned by or in the possession of the Receiver at Bank
\nClosing.<\/p>\n

“Related Liability<\/u>“<\/strong> with respect to any Asset means
\nany liability existing and reflected on the Accounting Records of the Failed
\nBank as of Bank Closing for (i) indebtedness secured by mortgages, deeds of
\ntrust, chattel mortgages, security interests or other liens on or affecting such
\nAsset, (ii) ad valorem taxes applicable to such Asset, and (iii) any other
\nobligation determined by the Receiver to be directly related to such Asset.<\/p>\n

7<\/p>\n

\n

<\/p>\n

“Related Liability Amount<\/u>“<\/strong> with respect to any
\nRelated Liability on the books of the Assuming Institution, means the amount of
\nsuch Related Liability as stated on the Accounting Records of the Assuming
\nInstitution (as maintained in accordance with generally accepted accounting
\nprinciples) as of the date as of which the Related Liability Amount is being
\ndetermined. With respect to a liability that relates to more than one asset, the
\namount of such Related Liability shall be allocated among such assets for the
\npurpose of determining the Related Liability Amount with respect to any one of
\nsuch assets. Such allocation shall be made by specific allocation, where
\ndeterminable, and otherwise shall be pro rata based upon the dollar amount of
\nsuch assets stated on the Accounting Records of the entity that owns such asset.\n<\/p>\n

“Repurchase Price<\/u>“<\/strong> means, with respect to any Loan
\nthe Book Value, adjusted to reflect changes to Book Value after Bank Closing,
\nplus (i) any advances and interest on such Loan after Bank Closing, minus (ii)
\nthe total of amounts received by the Assuming Institution for such Loan,
\nregardless of how applied, after Bank Closing, plus (iii) advances made by
\nAssuming Institution, plus (iv) total disbursements of principal made by
\nReceiver that are not included in the Book Value.<\/p>\n

“Safe Deposit Boxes<\/u>“<\/strong> means the safe deposit boxes of
\nthe Failed Bank, if any, including the removable safe deposit boxes and safe
\ndeposit stacks in the Failed Bank153s vault(s), all rights and benefits under
\nrental agreements with respect to such safe deposit boxes, and all keys and
\ncombinations thereto.<\/p>\n

“Settlement Date<\/u>“<\/strong> means the first Business Day
\nimmediately prior to the day which is three hundred sixty-five (365) days after
\nBank Closing, or such other date prior thereto as may be agreed upon by the
\nReceiver and the Assuming Institution. The Receiver, in its discretion, may
\nextend the Settlement Date.<\/p>\n

“Settlement Interest Rate<\/u>” <\/strong>means, for the first
\ncalendar quarter or portion thereof during which interest accrues, the rate
\ndetermined by the Receiver to be equal to the equivalent coupon issue yield on
\ntwenty-six (26)-week United States Treasury Bills in effect as of Bank Closing
\nas published in The Wall Street Journal<\/u>; provided<\/u>, that<\/u> if
\nno such equivalent coupon issue yield is available as of Bank Closing, the
\nequivalent coupon issue yield for such Treasury Bills most recently published in
\nThe Wall Street Journal<\/u> prior to Bank Closing shall be used. Thereafter,
\nthe rate shall be adjusted to the rate determined by the Receiver to be equal to
\nthe equivalent coupon issue yield on such Treasury Bills in effect as of the
\nfirst day of each succeeding calendar quarter during which interest accrues as
\npublished in The Wall Street Journal<\/u>.<\/p>\n

“Shared-Loss Securities<\/u>” <\/strong>means those securities and
\nother assets listed on Schedule 4.15C.<\/p>\n

“Subsidiary<\/u>“<\/strong> has the meaning set forth in Section
\n3(w)(4) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(w)(4), as
\namended.<\/p>\n

8<\/p>\n

\n

<\/p>\n

ARTICLE II<\/strong><\/p>\n

ASSUMPTION OF LIABILITIES<\/strong><\/p>\n

2.1<\/strong> Liabilities Assumed by Assuming
\nInstitution<\/u><\/strong>.<\/strong> The Assuming Institution expressly
\nassumes at Book Value (subject to adjustment pursuant to Article VIII) and
\nagrees to pay, perform, and discharge all of the following liabilities of the
\nFailed Bank as of Bank Closing, except as otherwise provided in this Agreement
\n(such liabilities referred to as “Liabilities Assumed”):<\/p>\n

(a) Assumed Deposits, except those Deposits specifically listed on Schedule
\n2.1(a); provided<\/u>, that<\/u> as to any Deposits of public money which
\nare Assumed Deposits, the Assuming Institution agrees to properly secure such
\nDeposits with such Assets as appropriate which, prior to Bank Closing, were
\npledged as security by the Failed Bank, or with assets of the Assuming
\nInstitution, if such securing Assets, if any, are insufficient to properly
\nsecure such Deposits;<\/p>\n

(b) liabilities for indebtedness secured by mortgages, deeds of trust,
\nchattel mortgages, security interests or other liens on or affecting any Assets,
\nif any; provided<\/u>, that<\/u> the assumption of any liability pursuant to
\nthis paragraph shall be limited to the market value of the Assets securing such
\nliability as determined by the Receiver;<\/p>\n

(c) borrowings from Federal Reserve Banks and Federal Home Loan Banks, if
\nany, provided<\/u>, that<\/u> the assumption of any liability pursuant to
\nthis paragraph shall be limited to the market value of the assets securing such
\nliability as determined by the Receiver; and overdrafts, debit balances, service
\ncharges, reclamations, and adjustments to accounts with the Federal Reserve
\nBanks as reflected on the books and records of any such Federal Reserve Bank
\nwithin ninety (90) days after Bank Closing, if any;<\/p>\n

(d) ad valorem taxes applicable to any Asset, if any; provided<\/u>,
\nthat<\/u> the assumption of any ad valorem taxes pursuant to this paragraph
\nshall be limited to an amount equal to the market value of the Asset to which
\nsuch taxes apply as determined by the Receiver;<\/p>\n

(e) liabilities, if any, for federal funds purchased, repurchase agreements
\nand overdrafts in accounts maintained with other depository institutions
\n(including any accrued and unpaid interest thereon computed to and including
\nBank Closing); provided<\/u>, that<\/u> the assumption of any liability
\npursuant to this paragraph shall be limited to the market value of the Assets
\nsecuring such liability as determined by the Receiver;<\/p>\n

(f) United States Treasury tax and loan note option accounts, if any;<\/p>\n

(g) liabilities for any acceptance or commercial letter of credit (including
\nany “standby letters of credit” as defined in 12 C.F.R. Section 337.2(a) issued
\non the<\/p>\n

9<\/p>\n

\n

<\/p>\n

behalf of any Obligor of a Loan acquired hereunder by the Assuming
\nInstitution, but excluding any other standby letters of credit);
\nprovided<\/u>, that<\/u> the assumption of any liability pursuant to this
\nparagraph shall be limited to the market value of the Assets securing such
\nliability as determined by the Receiver;<\/p>\n

(h) duties and obligations assumed pursuant to this Agreement including
\nwithout limitation those relating to the Failed Bank153s Records, credit card
\nbusiness, overdraft protection plans, safe deposit business, safekeeping
\nbusiness or trust business, if any;<\/p>\n

(i) liabilities, if any, for Commitments;<\/p>\n

(j) liabilities, if any, for amounts owed to any Subsidiary of the Failed
\nBank acquired under Section 3.1;<\/p>\n

(k) liabilities, if any, with respect to Qualified Financial Contracts;<\/p>\n

(l) duties and obligations under any contract pursuant to which the Failed
\nBank provides mortgage servicing for others, or mortgage servicing is provided
\nto the Failed Bank by others, including (i) any seller obligations, including
\nseller origination; and repurchase obligations, and (ii) any government
\nsponsored enterprise (“GSE”) seller or servicer obligations, provided
\nthat<\/u>, if the Assuming Institution is not an approved GSE servicer, or does
\nnot intend or is unable to become an approved GSE servicer, the Assuming
\nInstitution will cooperate with Receiver and the GSE to effect the transfer of
\nany such servicing obligations to a GSE approved servicer; and<\/p>\n

(m) all asset-related offensive litigation liabilities and all asset-related
\ndefensive litigation liabilities, but only to the extent such liabilities relate
\nto assets subject to a shared-loss agreement, and provided that all other
\ndefensive litigation and any class actions with respect to credit card business
\nare retained by the Receiver.<\/p>\n

Schedule 2.1 attached hereto and incorporated herein sets forth certain
\ncategories of Liabilities Assumed and the aggregate Book Value of the
\nLiabilities Assumed in such categories. Such schedule is based upon the best
\ninformation available to the Receiver and may be adjusted as provided in Article
\nVIII.<\/p>\n

2.2<\/strong> Interest on Deposit
\nLiabilities<\/u><\/strong>.<\/strong> The Assuming Institution agrees that,
\nfrom and after Bank Closing, it will accrue and pay interest on Deposit
\nliabilities assumed pursuant to Section 2.1 at a rate(s) it shall determine;
\nprovided<\/u>, that<\/u> for non-transaction Deposit liabilities such
\nrate(s) shall not be less than the lowest rate offered by the Assuming
\nInstitution to its depositors for non-transaction deposit accounts. The Assuming
\nInstitution shall permit each depositor to withdraw, without penalty for early
\nwithdrawal, all or any portion of such depositor153s Deposit, whether or not the
\nAssuming Institution elects to pay interest in accordance with any deposit
\nagreement formerly existing between the Failed Bank and such depositor;
\nand<\/u><\/p>\n

10<\/p>\n

\n

<\/p>\n

further<\/u> provided<\/u>, that<\/u> if such Deposit has been pledged
\nto secure an obligation of the depositor or other party, any withdrawal thereof
\nshall be subject to the terms of the agreement governing such pledge. The
\nAssuming Institution shall give notice to such depositors as provided in Section
\n5.3 of the rate(s) of interest which it has determined to pay and of such
\nwithdrawal rights.<\/p>\n

2.3 Unclaimed Deposits.<\/u><\/strong> Fifteen (15) months following
\nthe Bank Closing Date, the Assuming Institution will provide the Receiver a
\nlisting of all deposit accounts, including the type of account, not claimed by
\nthe depositor. The Receiver will review the list and authorize the Assuming
\nInstitution to act on behalf of the Receiver to send a “Final Legal Notice” in a
\nform substantially similar to Exhibit 2.3A to the owner(s) of the unclaimed
\ndeposits reminding them of the need to claim or arrange to continue their
\naccount(s) with the Assuming Institution. The Assuming Institution will send the
\n“Final Legal Notice” to the depositors within thirty (30) days following
\nnotification of the Receiver153s authorization. The Assuming Institution will
\nprepare an Affidavit of Mailing and will forward the Affidavit of Mailing to the
\nReceiver after mailing out the “Final Legal Notice” in a form substantially
\nsimilar to Exhibit 2.3B to the owner(s) of unclaimed deposit accounts.<\/p>\n

If, within eighteen (18) months after Bank Closing, any depositor of the
\nFailed Bank does not claim or arrange to continue such depositor153s Deposit
\nassumed pursuant to Section 2.1 at the Assuming Institution, the Assuming
\nInstitution shall, within fifteen (15) Business Days after the end of such
\neighteen (18) month period, (i) refund to the Receiver the full amount of each
\nsuch deposit (without reduction for service charges), (ii) provide to the
\nReceiver a schedule of all such refunded Deposits in such form as may be
\nprescribed by the Receiver, and (iii) assign, transfer, convey, and deliver to
\nthe Receiver, all right, title, and interest of the Assuming Institution in and
\nto the Records previously transferred to the Assuming Institution and other
\nrecords generated or maintained by the Assuming Institution pertaining to such
\nDeposits. During such eighteen (18) month period, at the request of the
\nReceiver, the Assuming Institution promptly shall provide to the Receiver
\nschedules of unclaimed deposits in such form as may be prescribed by the
\nReceiver.<\/p>\n

2.4<\/strong> Employee Plans<\/u><\/strong>.
\n<\/strong>Except as provided in Section 4.12, the Assuming Institution shall have
\nno liabilities, obligations or responsibilities under the Failed Bank153s health
\ncare, bonus, vacation, pension, profit sharing, deferred compensation, 401K or
\nstock purchase plans or similar plans, if any, unless the Receiver and the
\nAssuming Institution agree otherwise subsequent to the date of this Agreement.\n<\/p>\n

ARTICLE III<\/strong><\/p>\n

PURCHASE OF ASSETS<\/strong><\/p>\n

3.1<\/strong> Assets Purchased by Assuming
\nInstitution<\/u><\/strong>. With the exception of certain assets expressly
\nexcluded in Sections 3.5 and 3.6, the Assuming Institution hereby purchases from
\nthe Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and
\ndelivers to the Assuming Institution, all right, title, and interest of the
\nReceiver in and to all of the assets (real, personal and mixed, wherever located
\nand however acquired) including all subsidiaries, joint ventures, partnerships,
\nand any and all other business combinations or arrangements, whether active,
\ninactive, dissolved or terminated, of the Failed Bank whether or not reflected
\non the<\/p>\n

11<\/p>\n

\n

<\/p>\n

books of the Failed Bank as of Bank Closing. Schedule 3.1 attached hereto and
\nincorporated herein sets forth certain categories of Assets purchased hereunder.
\nSuch schedule is based upon the best information available to the Receiver and
\nmay be adjusted as provided in Article VIII. Assets are purchased hereunder by
\nthe Assuming Institution subject to all liabilities for indebtedness
\ncollateralized by Liens affecting such Assets to the extent provided in Section
\n2.1. Notwithstanding Section 4.8, the Assuming Institution specifically
\npurchases all mortgage servicing rights and obligations of the Failed Bank.<\/p>\n

3.2<\/strong> Asset Purchase Price<\/u><\/strong>.<\/p>\n

(a) All Assets and assets of the Failed Bank subject to an option to purchase
\nby the Assuming Institution shall be purchased for the amount, or the amount
\nresulting from the method specified for determining the amount, as specified on
\nSchedule 3.2, except as otherwise may be provided herein. Any Asset, asset of
\nthe Failed Bank subject to an option to purchase or other asset purchased for
\nwhich no purchase price is specified on Schedule 3.2 or otherwise herein shall
\nbe purchased at its Book Value. Loans or other assets charged off the Accounting
\nRecords of the Failed Bank before the Bid Valuation Date shall be purchased at a
\nprice of zero.<\/p>\n

(b) The purchase price for securities (other than the capital stock of any
\nAcquired Subsidiary, Shared-Loss Securities, FRB and FHLB stock) purchased under
\nSection 3.1 by the Assuming Institution shall be the market value thereof as of
\nBank Closing, which market value shall be (i) the market price for each such
\nsecurity quoted at the close of the trading day effective on Bank Closing as
\npublished electronically by Bloomberg, L.P., or alternatively, at the discretion
\nof the Receiver, IDC\/Financial Times (FT) Interactive Data; (ii)
\nprovided<\/u>, that<\/u> if such market price is not available for any such
\nsecurity, the Assuming Institution will submit a bid for each such security
\nwithin three days of notification\/bid request by the Receiver (unless a
\ndifferent time period is agreed to by the Assuming Institution and the Receiver)
\nand the Receiver, in its sole discretion will accept or reject each such bid;
\nand (iii) further provided<\/u> in the absence of an acceptable bid from the
\nAssuming Institution, each such security shall not pass to the Assuming
\nInstitution and shall be deemed to be an excluded asset hereunder.<\/p>\n

(c)<\/strong> Qualified Financial Contracts shall be purchased at
\nmarket value determined in accordance with the terms of Exhibit 3.2(c). Any
\ncosts associated with such valuation shall be shared equally by the Receiver and
\nthe Assuming Institution.<\/p>\n

3.3<\/strong> Manner of Conveyance; Limited Warranty;
\nNonrecourse; Etc<\/u><\/strong>.<\/strong> THE CONVEYANCE OF ALL
\nASSETS, INCLUDING REAL AND PERSONAL PROPERTY INTERESTS, PURCHASED BY THE
\nASSUMING INSTITUTION UNDER THIS AGREEMENT SHALL BE MADE, AS NECESSARY, BY
\nRECEIVER153S DEED OR RECEIVER153S BILL OF SALE, “AS IS”, “WHERE IS”, WITHOUT
\nRECOURSE AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT,
\nWITHOUT ANY WARRANTIES WHATSOEVER WITH RESPECT TO SUCH ASSETS, EXPRESS OR
\nIMPLIED, WITH RESPECT TO TITLE, ENFORCEABILITY, COLLECTIBILITY, DOCUMENTATION OR
\nFREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY OTHER
\nMATTERS.<\/strong><\/p>\n

12<\/p>\n

\n

<\/p>\n

3.4<\/strong> Puts of Assets to the Receiver<\/u><\/strong>.\n<\/p>\n

(a) Puts Within 30 Days After Bank Closing<\/u><\/strong>. During
\nthe thirty (30)-day period following Bank Closing and only during such period
\n(which thirty (30)-day period may be extended in writing<\/u> in the sole
\nabsolute discretion of the Receiver for any Loan), in accordance with this
\nSection 3.4, the Assuming Institution shall be entitled to require the Receiver
\nto purchase any Deposit Secured Loan transferred to the Assuming Institution
\npursuant to Section 3.1 which is not fully secured by Assumed Deposits or
\ndeposits at other insured depository institutions due to either insufficient
\nAssumed Deposit or deposit collateral or deficient documentation regarding such
\ncollateral; provided with regard to any Deposit Secured Loan secured by an
\nAssumed Deposit, no such purchase may be required until any Deposit setoff
\ndetermination, whether voluntary or involuntary, has been made; and,<\/p>\n

at the end of the thirty (30)-day period following Bank Closing and at that
\ntime only, in accordance with this Section 3.4, the Assuming Institution shall
\nbe entitled to require the Receiver to purchase any remaining overdraft
\ntransferred to the Assuming Institution pursuant to 3.1 which both was made
\nafter the Bid Valuation Date and was not made pursuant to an overdraft
\nprotection plan or similar extension of credit.<\/p>\n

Notwithstanding the foregoing, the Assuming Institution shall not<\/u>
\nhave the right to require the Receiver to purchase any Loan if (i) the Obligor
\nwith respect to such Loan is an Acquired Subsidiary, or (ii) the Assuming
\nInstitution has:<\/p>\n

(A) made any advance in accordance with the terms of a Commitment or
\notherwise with respect to such Loan;<\/p>\n

(B) taken any action that increased the amount of a Related Liability with
\nrespect to such Loan over the amount of such liability immediately prior to the
\ntime of such action;<\/p>\n

(C) created or permitted to be created any Lien on such Loan which secures
\nindebtedness for money borrowed or which constitutes a conditional sales
\nagreement, capital lease or other title retention agreement;<\/p>\n

(D) entered into, agreed to make, grant or permit, or made, granted or
\npermitted any modification or amendment to, any waiver or extension with respect
\nto, or any renewal, refinancing or refunding of, such Loan or related Credit
\nDocuments or collateral, including, without limitation, any act or omission
\nwhich diminished such collateral; or<\/p>\n

(E) sold, assigned or transferred all or a portion of such Loan to a third
\nparty (whether with or without recourse).<\/p>\n

13<\/p>\n

\n

<\/p>\n

The Assuming Institution shall transfer all such Assets to the Receiver
\nwithout recourse, and shall indemnify the Receiver against any and all claims of
\nany Person claiming by, through or under the Assuming Institution with respect
\nto any such Asset, as provided in Section 12.4.<\/p>\n

(b) Puts Prior to the Settlement Date<\/u><\/strong>.
\n<\/strong>During the period from the Bank Closing Date to and including the
\nBusiness Day immediately preceding the Settlement Date, the Assuming Bank shall
\nbe entitled to require the Receiver to purchase any Asset which the Assuming
\nBank can establish is evidenced by forged or stolen instruments as of the Bank
\nClosing Date; provided<\/u>, that<\/u>, the Assuming Bank shall not<\/u>
\nhave the right to require the Receiver to purchase any such Asset with respect
\nto which the Assuming Bank has taken any action referred to in Section
\n3.4(a)(ii) with respect to such Asset. The Assuming Bank shall transfer all such
\nAssets to the Receiver without recourse, and shall indemnify the Receiver
\nagainst any and all claims of any Person claiming by, through or under the
\nAssuming Bank with respect to any such Asset, as provided in Section 12.4.<\/p>\n

(c) Notices to the Receiver<\/u><\/strong>. In the event that the
\nAssuming Institution elects to require the Receiver to purchase one or more
\nAssets, the Assuming Institution shall deliver to the Receiver a notice (a “Put
\nNotice”) which shall include:<\/p>\n

(i) a list of all Assets that the Assuming Institution requires the Receiver
\nto purchase;<\/p>\n

(ii) a list of all Related Liabilities with respect to the Assets identified
\npursuant to (i) above; and<\/p>\n

(iii) a statement of the estimated Repurchase Price of each Asset identified
\npursuant to (i) above as of the applicable Put Date.<\/p>\n

Such notice shall be in the form prescribed by the Receiver or such other
\nform to which the Receiver shall consent. As provided in Section 9.6, the
\nAssuming Institution shall deliver to the Receiver such documents, Credit Files
\nand such additional information relating to the subject matter of the Put Notice
\nas the Receiver may request and shall provide to the Receiver full access to all
\nother relevant books and records.<\/p>\n

(d) Purchase by Receiver<\/u><\/strong>. The Receiver shall purchase
\nAssets that are specified in the Put Notice and shall assume Related Liabilities
\nwith respect to such Assets, and the transfer of such Assets and Related
\nLiabilities shall be effective as of a date determined by the Receiver which
\ndate shall not be later than thirty (30) days after receipt by the Receiver of
\nthe Put Notice (the “Put Date”).<\/p>\n

(e) Purchase Price and Payment Date<\/u><\/strong>. Each Asset
\npurchased by the Receiver pursuant to this Section 3.4 shall be purchased at a
\nprice equal to the Repurchase Price of such Asset less the Related Liability
\nAmount applicable to such Asset, in each case determined as of the applicable
\nPut Date. If the difference between such Repurchase Price and such Related
\nLiability Amount is positive, then the Receiver shall pay to the Assuming
\nInstitution the amount of such difference; if the difference between such
\namounts is negative, then the Assuming<\/p>\n

14<\/p>\n

\n

<\/p>\n

Institution shall pay to the Receiver the amount of such difference. The
\nAssuming Institution or the Receiver, as the case may be, shall pay the purchase
\nprice determined pursuant to this Section 3.4(d) not later than the twentieth
\n(20th) Business Day following the applicable Put Date, together with interest on
\nsuch amount at the Settlement Interest Rate for the period from and including
\nsuch Put Date to and including the day preceding the date upon which payment is
\nmade.<\/p>\n

(f) Servicing<\/u><\/strong>.<\/strong> The Assuming
\nInstitution shall administer and manage any Asset subject to purchase by the
\nReceiver in accordance with usual and prudent banking standards and business
\npractices until such time as such Asset is purchased by the Receiver.<\/p>\n

(g) Reversals<\/u><\/strong>. In the event that the Receiver
\npurchases an Asset (and assumes the Related Liability) that it is not required
\nto purchase pursuant to this Section 3.4, the Assuming Institution shall
\nrepurchase such Asset (and assume such Related Liability) from the Receiver at a
\nprice computed so as to achieve the same economic result as would apply if the
\nReceiver had never purchased such Asset pursuant to this Section 3.4.<\/p>\n

3.5<\/strong> Assets Not Purchased by Assuming
\nInstitution<\/u><\/strong>. The Assuming Institution does not purchase, acquire or
\nassume, or (except as otherwise expressly provided in this Agreement) obtain an
\noption to purchase, acquire or assume under this Agreement:<\/p>\n

(a) any financial institution bonds, banker153s blanket bonds, or public
\nliability, fire, extended coverage insurance policy, bank owned life insurance
\nor any other insurance policy of the Failed Bank, or premium refund, unearned
\npremium derived from cancellation, or any proceeds payable with respect to any
\nof the foregoing;<\/p>\n

(b) any interest, right, action, claim, or judgment against (i) any officer,
\ndirector, employee, accountant, attorney, or any other Person employed or
\nretained by the Failed Bank or any Subsidiary of the Failed Bank on or prior to
\nBank Closing arising out of any act or omission of such Person in such capacity,
\n(ii) any underwriter of financial institution bonds, banker153s blanket bonds or
\nany other insurance policy of the Failed Bank, (iii) any shareholder or holding
\ncompany of the Failed Bank, or (iv) any other Person whose action or inaction
\nmay be related to any loss (exclusive of any loss resulting from such Person153s
\nfailure to pay on a Loan made by the Failed Bank) incurred by the Failed Bank;
\nprovided<\/u>, that<\/u> for the purposes hereof, the acts, omissions or
\nother events giving rise to any such claim shall have occurred on or before Bank
\nClosing, regardless of when any such claim is discovered and regardless of
\nwhether any such claim is made with respect to a financial institution bond,
\nbanker153s blanket bond, or any other insurance policy of the Failed Bank in force
\nas of Bank Closing;<\/p>\n

(c) prepaid regulatory assessments of the Failed Bank, if any;<\/p>\n

(d) legal or equitable interests in tax receivables of the Failed Bank, if
\nany, including any claims arising as a result of the Failed Bank having entered
\ninto any agreement or otherwise being joined with another Person with respect to
\nthe filing of tax returns or the payment of taxes;<\/p>\n

15<\/p>\n

\n

<\/p>\n

(e) amounts reflected on the Accounting Records of the Failed Bank as of Bank
\nClosing as a general or specific loss reserve or contingency account, if any;\n<\/p>\n

(f) leased or owned Bank Premises and leased or owned Furniture and Equipment
\nand Fixtures and data processing equipment (including hardware and software)
\nlocated on leased or owned Bank Premises, if any; provided<\/u>, that<\/u>
\nthe Assuming Institution does obtain an option under Section 4.6, Section 4.7 or
\nSection 4.8, as the case may be, with respect thereto;<\/p>\n

(g) owned Bank Premises which the Receiver, in its discretion, determines may
\ncontain environmentally hazardous substances;<\/p>\n

(h) any “goodwill,” as such term is defined in the instructions to the report
\nof condition prepared by banks examined by the Corporation in accordance with 12
\nC.F.R. Section 304.3, and other intangibles;<\/p>\n

(i) any criminal restitution or forfeiture orders issued in favor of the
\nFailed Bank;<\/p>\n

(j) reserved;<\/p>\n

(k) assets essential to the Receiver in accordance with Section 3.6;<\/p>\n

(l) the securities listed on the attached Schedule 3.5(l); and<\/p>\n

(m) prepaid accounts associated with any contract or agreement that the
\nAssuming Institution either does not directly assume pursuant to the terms of
\nthis Agreement nor has an option to assume under Section 4.8.<\/p>\n

3.6<\/strong> Retention or Repurchase of Assets Essential
\nto Receiver<\/u><\/strong>.<\/p>\n

(a) The Receiver may refuse to sell to the Assuming Institution, or the
\nAssuming Institution agrees, at the request of the Receiver set forth in a
\nwritten notice to the Assuming Institution, to assign, transfer, convey, and
\ndeliver to the Receiver all of the Assuming Institution153s right, title and
\ninterest in and to, any Asset or asset essential to the Receiver as determined
\nby the Receiver in its discretion (together with all Credit Documents evidencing
\nor pertaining thereto), which may include any Asset or asset that the Receiver
\ndetermines to be:<\/p>\n

(i) made to an officer, director, or other Person engaging in the affairs of
\nthe Failed Bank, its Subsidiaries or Affiliates or any related entities of any
\nof the foregoing;<\/p>\n

(ii) the subject of any investigation relating to any claim with respect to
\nany item described in Section 3.5(a) or (b), or the subject of, or potentially
\nthe subject of, any legal proceedings;<\/p>\n

16<\/p>\n

\n

<\/p>\n

(iii) made to a Person who is an Obligor on a loan owned by the Receiver or
\nthe Corporation in its corporate capacity or its capacity as receiver of any
\ninstitution;<\/p>\n

(iv) secured by collateral which also secures any asset owned by the
\nReceiver; or<\/p>\n

(v) related to any asset of the Failed Bank not purchased by the Assuming
\nInstitution under this Article III or any liability of the Failed Bank not
\nassumed by the Assuming Institution under Article II.<\/p>\n

(b) Each such Asset or asset purchased by the Receiver shall be purchased at
\na price equal to the Repurchase Price thereof less the Related Liability Amount
\nwith respect to any Related Liabilities related to such Asset or asset, in each
\ncase determined as of the date of the notice provided by the Receiver pursuant
\nto Section 3.6(a). The Receiver shall pay the Assuming Institution not later
\nthan the twentieth (20th) Business Day following receipt of related Credit
\nDocuments and Credit Files together with interest on such amount at the
\nSettlement Interest Rate for the period from and including the date of receipt
\nof such documents to and including the day preceding the day on which payment is
\nmade. The Assuming Institution agrees to administer and manage each such Asset
\nor asset in accordance with usual and prudent banking standards and business
\npractices until each such Asset or asset is purchased by the Receiver. All
\ntransfers with respect to Asset or assets under this Section 3.6 shall be made
\nas provided in Section 9.6. The Assuming Institution shall transfer all such
\nAsset or assets and Related Liabilities to the Receiver without recourse, and
\nshall indemnify the Receiver against any and all claims of any Person claiming
\nby, through or under the Assuming Institution with respect to any such Asset or
\nasset, as provided in Section 12.4.<\/p>\n

ARTICLE IV<\/strong><\/p>\n

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS<\/strong>\n<\/p>\n

The Assuming Institution agrees with the Receiver and the Corporation as
\nfollows:<\/p>\n

4.1<\/strong> Continuation of Banking
\nBusiness<\/u><\/strong>. For the period commencing the first banking Business Day
\nafter Bank Closing and ending no earlier than the first anniversary of Bank
\nClosing, the Assuming Institution will provide full service banking in the trade
\narea of the Failed Bank. Thereafter, the Assuming Institution may cease
\nproviding such banking services in the trade area of the Failed Bank, provided
\nthe Assuming Institution has received all necessary regulatory approvals. At the
\noption of the Assuming Institution, such banking services may be provided at any
\nor all of the Bank Premises, or at other premises within such trade area. The
\ntrade area shall be determined by the Receiver. For the avoidance of doubt, the
\nforegoing shall not restrict the Assuming Institution from opening, closing or
\nselling branches upon receipt of the necessary regulatory approvals, if the
\nAssuming Institution or its successors continue to provide banking services in
\nthe trade area. Assuming Institution will pay to the Receiver, upon the sale of
\na branch or branches within the year following the date of this agreement, fifty
\npercent (50%) of any franchise premium in excess of the franchise premium paid
\nby the Assuming Institution with respect to such branch or branches.<\/p>\n

17<\/p>\n

\n

<\/p>\n

4.2<\/strong> Agreement with Respect to Credit Card
\nBusiness<\/u><\/strong>. The Assuming Institution agrees to honor and perform,
\nfrom and after Bank Closing, all duties and obligations with respect to the
\nFailed Bank153s credit card business, and\/or processing related to credit cards,
\nif any, and assumes all outstanding extensions of credit with respect thereto.\n<\/p>\n

4.3<\/strong> Agreement with Respect to Safe Deposit
\nBusiness<\/u><\/strong>. The Assuming Institution assumes and agrees to discharge,
\nfrom and after Bank Closing, in the usual course of conducting a banking
\nbusiness, the duties and obligations of the Failed Bank with respect to all Safe
\nDeposit Boxes, if any, of the Failed Bank and to maintain all of the necessary
\nfacilities for the use of such boxes by the renters thereof during the period
\nfor which such boxes have been rented and the rent therefore paid to the Failed
\nBank, subject to the provisions of the rental agreements between the Failed Bank
\nand the respective renters of such boxes; provided<\/u>, that<\/u> the
\nAssuming Institution may relocate the Safe Deposit Boxes of the Failed Bank to
\nany office of the Assuming Institution located in the trade area of the Failed
\nBank. The Safe Deposit Boxes shall be located and maintained in the trade area
\nof the Failed Bank for a minimum of one year from Bank Closing. The trade area
\nshall be determined by the Receiver. Fees related to the safe deposit business
\nearned prior to the Bank Closing Date shall be for the benefit of the Receiver
\nand fees earned after the Bank Closing Date shall be for the benefit of the
\nAssuming Institution.<\/p>\n

4.4<\/strong> Agreement with Respect to Safekeeping
\nBusiness<\/u><\/strong>. The Receiver transfers, conveys and delivers to the
\nAssuming Institution and the Assuming Institution accepts all securities and
\nother items, if any, held by the Failed Bank in safekeeping for its customers as
\nof Bank Closing. The Assuming Institution assumes and agrees to honor and
\ndischarge, from and after Bank Closing, the duties and obligations of the Failed
\nBank with respect to such securities and items held in safekeeping. The Assuming
\nInstitution shall be entitled to all rights and benefits heretofore accrued or
\nhereafter accruing with respect thereto. The Assuming Institution shall provide
\nto the Receiver written verification of all assets held by the Failed Bank for
\nsafekeeping within sixty (60) days after Bank Closing. The assets held for
\nsafekeeping by the Failed Bank shall be held and maintained by the Assuming
\nInstitution in the trade area of the Failed Bank for a minimum of one year from
\nBank Closing. At the option of the Assuming Institution, the safekeeping
\nbusiness may be provided at any or all of the Bank Premises, or at other
\npremises within such trade area. The trade area shall be determined by the
\nReceiver. Fees related to the safekeeping business earned prior to the Bank
\nClosing Date shall be for the benefit of the Receiver and fees earned after the
\nBank Closing Date shall be for the benefit of the Assuming Institution.<\/p>\n

4.5<\/strong> Agreement with Respect to Trust
\nBusiness<\/u><\/strong>.<\/p>\n

(a) The Assuming Institution shall, without further transfer, substitution,
\nact or deed, to the full extent permitted by law, succeed to the rights,
\nobligations, properties, assets, investments, deposits, agreements, and trusts
\nof the Failed Bank under trusts, executorships, administrations, guardianships,
\nand agencies, and other fiduciary or representative capacities, all to the same
\nextent as though the Assuming Institution had assumed the same from the Failed
\nBank prior to Bank Closing; provided<\/u>, that<\/u> any liability based on
\nthe misfeasance, malfeasance<\/p>\n

18<\/p>\n

\n

<\/p>\n

or nonfeasance of the Failed Bank, its directors, officers, employees or
\nagents with respect to the trust business is not assumed hereunder.<\/p>\n

(b) The Assuming Institution shall, to the full extent permitted by law,
\nsucceed to, and be entitled to take and execute, the appointment to all
\nexecutorships, trusteeships, guardianships and other fiduciary or representative
\ncapacities to which the Failed Bank is or may be named in wills, whenever
\nprobated, or to which the Failed Bank is or may be named or appointed by any
\nother instrument.<\/p>\n

(c) In the event additional proceedings of any kind are necessary to
\naccomplish the transfer of such trust business, the Assuming Institution agrees
\nthat, at its own expense, it will take whatever action is necessary to
\naccomplish such transfer. The Receiver agrees to use reasonable efforts to
\nassist the Assuming Institution in accomplishing such transfer.<\/p>\n

(d) The Assuming Institution shall provide to the Receiver written
\nverification of the assets held in connection with the Failed Bank153s trust
\nbusiness within sixty (60) days after Bank Closing.<\/p>\n

4.6<\/strong> Agreement with Respect to Bank
\nPremises<\/u><\/strong>.<\/p>\n

(a) Option to Purchase<\/u><\/strong>.<\/strong> Subject to
\nSection 3.5, the Receiver hereby grants to the Assuming Institution an exclusive
\noption for the period of ninety (90) days commencing the day after Bank Closing
\nto purchase any or all owned Bank Premises, including all Furniture, Fixtures
\nand Equipment located on the Bank Premises. The Assuming Institution shall give
\nwritten notice to the Receiver within the option period of its election to
\npurchase or not to purchase any of the owned Bank Premises. Any purchase of such
\npremises shall be effective as of the date of Bank Closing and such purchase
\nshall be consummated as soon as practicable thereafter, and in no event later
\nthan the Settlement Date. If the Assuming Institution gives notice of its
\nelection not to purchase one or more of the owned Bank Premises within seven (7)
\ndays of Bank Closing, then, not withstanding any other provision of this
\nAgreement to the contrary, the Assuming Institution shall not be liable for any
\nof the costs or fees associated with appraisals for such Bank Premises and
\nassociated Fixtures, Furniture and Equipment.<\/p>\n

(b) Option to Lease<\/u><\/strong>.<\/strong> The Receiver
\nhereby grants to the Assuming Institution an exclusive option for the period of
\nninety (90) days commencing the day after Bank Closing to cause the Receiver to
\nassign to the Assuming Institution any or all leases for leased Bank Premises,
\nif any, which have been continuously occupied by the Assuming Institution from
\nBank Closing to the date it elects to accept an assignment of the leases with
\nrespect thereto to the extent such leases can be assigned; provided<\/u>,
\nthat<\/u> the exercise of this option with respect to any lease must be as to
\nall premises or other property subject to the lease. If an assignment cannot be
\nmade of any such leases, the Receiver may, in its discretion, enter into
\nsubleases with the Assuming Institution containing the same terms and conditions
\nprovided under such existing leases for such leased Bank Premises or other
\nproperty. The Assuming Institution shall give notice to the Receiver within the
\noption period of its election to accept or not to accept an assignment of any or
\nall leases (or enter into subleases or new leases in lieu thereof). The Assuming
\nInstitution agrees to assume all leases assigned (or enter into subleases or new
\nleases<\/p>\n

19<\/p>\n

\n

<\/p>\n

in lieu thereof) pursuant to this Section 4.6. If the Assuming Institution
\ngives notice of its election not to accept an assignment of a lease for one or
\nmore of the leased Bank Premises within seven (7) days of Bank Closing, then,
\nnot withstanding any other provision of this Agreement to the contrary, the
\nAssuming Institution shall not be liable for any of the costs or fees associated
\nwith appraisals for the Fixtures, Furniture and Equipment located on such leased
\nBank Premises.<\/p>\n

(c) Facilitation<\/u><\/strong>.<\/strong> The Receiver
\nagrees to facilitate the assumption, assignment or sublease of leases or the
\nnegotiation of new leases by the Assuming Institution; provided<\/u>,
\nthat<\/u> neither the Receiver nor the Corporation shall be obligated to
\nengage in litigation, make payments to the Assuming Institution or to any third
\nparty in connection with facilitating any such assumption, assignment, sublease
\nor negotiation or commit to any other obligations to third parties.<\/p>\n

(d) Occupancy<\/u><\/strong>.<\/strong> The Assuming
\nInstitution shall give the Receiver fifteen (15) days153 prior written notice of
\nits intention to vacate prior to vacating any leased Bank Premises with respect
\nto which the Assuming Institution has not exercised the option provided in
\nSection 4.6(b). Any such notice shall be deemed to terminate the Assuming
\nInstitution153s option with respect to such leased Bank Premises.<\/p>\n

(e) Occupancy Costs<\/u><\/strong>.<\/strong><\/p>\n

(i) The Assuming Institution agrees to pay to the Receiver, or to appropriate
\nthird parties at the direction of the Receiver, during and for the period of any
\noccupancy by it of (x) owned Bank Premises the market rental value, as
\ndetermined by the appraiser selected in accordance with the definition of Fair
\nMarket Value, and all operating costs, and (y) leased Bank Premises, all
\noperating costs with respect thereto and to comply with all relevant terms of
\napplicable leases entered into by the Failed Bank, including without limitation
\nthe timely payment of all rent. Operating costs include, without limitation all
\ntaxes, fees, charges, utilities, insurance and assessments, to the extent not
\nincluded in the rental value or rent. If the Assuming Institution elects to
\npurchase any owned Bank Premises in accordance with Section 4.6(a), the amount
\nof any rent paid (and taxes paid to the Receiver which have not been paid to the
\ntaxing authority and for which the Assuming Institution assumes liability) by
\nthe Assuming Institution with respect thereto shall be applied as an offset
\nagainst the purchase price thereof.<\/p>\n

(ii) The Assuming Institution agrees during the period of occupancy by it of
\nowned or leased Bank Premises, to pay to the Receiver rent for the use of all
\nowned or leased Furniture and Equipment and all owned or leased Fixtures located
\non such Bank Premises for the period of such occupancy. Rent for such property
\nowned by the Failed Bank shall be the market rental value thereof, as determined
\nby the Receiver within sixty (60) days after Bank Closing. Rent for such leased
\nproperty shall be an amount equal to any and all rent and other amounts which
\nthe Receiver incurs or accrues as an obligation or is obligated to pay for such
\nperiod of occupancy pursuant to all leases and contracts with respect to such
\nproperty. If the Assuming Institution purchases any owned Furniture and
\nEquipment or owned Fixtures in accordance with Section 4.6(f) or 4.6(h), the
\namount of any rents paid by the Assuming Institution with respect thereto shall
\nbe applied as an offset against the purchase price thereof.<\/p>\n

20<\/p>\n

\n

<\/p>\n

(f) Certain Requirements as to Furniture, Equipment and
\nFixtures<\/u><\/strong>.<\/strong> If the Assuming Institution purchases
\nowned Bank Premises or accepts an assignment of the lease (or enters into a
\nsublease or a new lease in lieu thereof) for leased Bank Premises as provided in
\nSection 4.6(a) or 4.6(b), or if the Assuming Institution does not exercise such
\noption but within twelve (12) months following Bank Closing obtains the right to
\noccupy such premises (whether by assignment, lease, sublease, purchase or
\notherwise), other than in accordance with Section 4.6(a) or (b), the Assuming
\nInstitution shall (i) effective as of the date of Bank Closing, purchase from
\nthe Receiver all Furniture and Equipment and Fixtures owned by the Failed Bank
\nat Fair Market Value and located thereon as of Bank Closing, (ii) accept an
\nassignment or a sublease of the leases or negotiate new leases for all Furniture
\nand Equipment and Fixtures leased by the Failed Bank and located thereon, and
\n(iii) if applicable, accept an assignment or a sublease of any ground lease or
\nnegotiate a new ground lease with respect to any land on which such Bank
\nPremises are located; provided<\/u>, that<\/u> the Receiver shall not have
\ndisposed of such Furniture and Equipment and Fixtures or repudiated the leases
\nspecified in clause (ii) or (iii).<\/p>\n

(g) Vacating Premises<\/u><\/strong>.<\/strong><\/p>\n

(i) If the Assuming Institution elects not to purchase any owned Bank
\nPremises, the notice of such election in accordance with Section 4.6(a) shall
\nspecify the date upon which the Assuming Institution153s occupancy of such
\npremises shall terminate, which date shall not be later than ninety (90) days
\nafter the date of the Assuming Institution153s notice not to exercise such option.
\nThe Assuming Institution promptly shall relinquish and release to the Receiver
\nsuch premises and the Furniture and Equipment and Fixtures located thereon in
\nthe same condition as at Bank Closing, normal wear and tear excepted. By
\noccupying any such premises after the expiration of such ninety (90)-day period,
\nthe Assuming Institution shall, at the Receiver153s option, (x) be deemed to have
\nagreed to purchase such Bank Premises, and to assume all leases, obligations and
\nliabilities with respect to leased Furniture and Equipment and leased Fixtures
\nlocated thereon and any ground lease with respect to the land on which such
\npremises are located, and (y) be required to purchase all Furniture and
\nEquipment and Fixtures owned by the Failed Bank and located on such premises as
\nof Bank Closing.<\/p>\n

(ii) If the Assuming Institution elects not to accept an assignment of the
\nlease or sublease any leased Bank Premises, the notice of such election in
\naccordance with Section 4.6(b) shall specify the date upon which the Assuming
\nInstitution153s occupancy of such leased Bank Premises shall terminate, which date
\nshall not be later than ninety (90) days after the date of the Assuming
\nInstitution153s notice not to exercise such option. Upon vacating such premises,
\nthe Assuming Institution shall relinquish and release to the Receiver such
\npremises and the Fixtures and the Furniture and Equipment located thereon in the
\nsame condition as at Bank Closing, normal wear and tear excepted. By failing to
\nprovide notice of its intention to vacate such premises prior to the expiration
\nof the option period specified in Section 4.6(b), or by occupying such premises
\nafter the one hundred eighty (180)-day period specified above in this paragraph
\n(ii), the Assuming Institution shall, at the Receiver153s option, (x) be deemed to
\nhave assumed all leases, obligations and liabilities with respect to such
\npremises (including any ground lease with respect to the land on which premises
\nare located), and leased Furniture and Equipment and leased Fixtures located
\nthereon in accordance with this Section 4.6 (unless the<\/p>\n

21<\/p>\n

\n

<\/p>\n

Receiver previously repudiated any such lease), and (y) be required to
\npurchase all Furniture and Equipment and Fixtures owned by the Failed Bank at
\nFair Market Value and located on such premises as of Bank Closing.<\/p>\n

(h) Furniture and Equipment and Certain Other
\nEquipment<\/u><\/strong>.<\/strong> The Receiver hereby grants to the
\nAssuming Institution an option to purchase all<\/u> Furniture and Equipment
\nand\/or all telecommunications, data processing equipment (including hardware and
\nsoftware) and check processing and similar operating equipment owned by the
\nFailed Bank at Fair Market Value and located at any leased Bank Premises that
\nthe Assuming Institution elects to vacate or which it could have, but did not
\noccupy, pursuant to this Section 4.6; provided<\/u>, that<\/u>, the Assuming
\nInstitution shall give the Receiver notice of its election to purchase such
\nproperty at the time it gives notice of its intention to vacate such Bank
\nPremises or within ten (10) days after Bank Closing for Bank Premises it could
\nhave, but did not, occupy.<\/p>\n

(i) Option to Put Bank Premises and Related Fixtures, Furniture
\nand Equipment<\/u><\/strong>.<\/strong><\/p>\n

(i) For a period of ninety (90) days following Bank Closing, the Assuming
\nInstitution shall be entitled to require the Receiver to purchase any Bank
\nPremises that is owned, directly or indirectly, by an Acquired Subsidiary and
\nthe purchase price paid by the Receiver shall be the Fair Market Value of the
\nBank Premises.<\/p>\n

(ii) If the Assuming Institution elects to require the Receiver to purchase
\nany Bank Premises that is owned, directly or indirectly, by an Acquired
\nSubsidiary, the Assuming Institution shall also have the option, exercisable
\nwithin the same ninety (90) day time period, to require the Receiver to purchase
\nany Fixtures, Furniture and Equipment that is owned, directly or indirectly, by
\nan Acquired Subsidiary and which is located on such Bank Premises. The purchase
\nprice paid by the Receiver shall be the Fair Market Value of the Fixtures,
\nFurniture and Equipment.<\/p>\n

(iii) In the event the Assuming Institution elects to exercise its option
\nunder this subparagraph, the Assuming Institution shall pay to the Receiver
\noccupancy costs in accordance with Section 4.6(e) and shall vacate the Bank
\nPremises in accordance with Section 4.6(g)(i).<\/p>\n

(iv) Regardless of whether the Assuming Institution exercises any of its
\noption under this subparagraph, the purchase price for the Acquired Subsidiary
\nshall be adjusted by the difference between the Fair Market Value of the Bank
\nPremises and Fixtures, Furniture and Equipment and their respective Book Value
\nas reflected of the books and records of the Acquired Subsidiary. Such
\nadjustment shall be made in accordance with Article VIII of this Agreement.<\/p>\n

4.7<\/strong> Agreement with Respect to Leased Data
\nProcessing Equipment<\/u><\/strong><\/p>\n

(a) The Receiver hereby grants to the Assuming Institution an exclusive
\noption for the period of ninety (90) days commencing the day after Bank Closing
\nto accept an assignment<\/p>\n

22<\/p>\n

\n

<\/p>\n

from the Receiver of any or all Data Processing Leases to the extent that
\nsuch Data Processing Leases can be assigned.<\/p>\n

(b) The Assuming Institution shall (i) give written notice to the Receiver
\nwithin the option period specified in Section 4.7(a) of its intent to accept or
\ndecline an assignment or sublease of any or all Data Processing Leases and
\npromptly accept an assignment or sublease of such Data Processing Leases, and
\n(ii) give written notice to the appropriate lessor(s) that it has accepted an
\nassignment or sublease of any such Data Processing Leases.<\/p>\n

(c) The Receiver agrees to facilitate the assignment or sublease of Data
\nProcessing Leases or the negotiation of new leases or license agreements by the
\nAssuming Institution; provided<\/u>, that<\/u> neither the Receiver nor the
\nCorporation shall be obligated to engage in litigation or make payments to the
\nAssuming Institution or to any third party in connection with facilitating any
\nsuch assumption, assignment, sublease or negotiation.<\/p>\n

(d) The Assuming Institution agrees, during its period of use of any property
\nsubject to a Data Processing Lease, to pay to the Receiver or to appropriate
\nthird parties at the direction of the Receiver all operating costs with respect
\nthereto and to comply with all relevant terms of the applicable Data Processing
\nLeases entered into by the Failed Bank, including without limitation the timely
\npayment of all rent, taxes, fees, charges, utilities, insurance and assessments.\n<\/p>\n

(e) The Assuming Institution shall, not later than fifty (50) days after
\ngiving the notice provided in Section 4.7(b), (i) relinquish and release to the
\nReceiver all property subject to the relevant Data Processing Lease, in the same
\ncondition as at Bank Closing, normal wear and tear excepted, or (ii) accept an
\nassignment or a sublease thereof or negotiate a new lease or license agreement
\nunder this Section 4.7.<\/p>\n

4.8<\/strong> Agreement with Respect to Certain Existing
\nAgreements<\/u><\/strong>.<\/p>\n

(a) Subject to the provisions of Section 4.8(b), with respect to agreements
\nexisting as of Bank Closing which provide for the rendering of services by or to
\nthe Failed Bank, within sixty (60) days after Bank Closing, the Assuming
\nInstitution shall give the Receiver written notice specifying whether it elects
\nto assume or not to assume each such agreement. Except as may be otherwise
\nprovided in this Article IV, the Assuming Institution agrees to comply with the
\nterms of each such agreement for a period commencing on the day after Bank
\nClosing and ending on: (i) in the case of an agreement that provides for the
\nrendering of services by the Failed Bank, the date which is ninety (90) days
\nafter Bank Closing, and (ii) in the case of an agreement that provides for the
\nrendering of services to the Failed Bank, the date which is thirty (30) days
\nafter the Assuming Institution has given notice to the Receiver of its election
\nnot to assume such agreement; provided<\/u>, that<\/u> the Receiver can
\nreasonably make such service agreements available to the Assuming Institution.
\nThe Assuming Institution shall be deemed by the Receiver to have assumed
\nagreements for which no notification is timely given. The Receiver agrees to
\nassign, transfer, convey, and deliver to the Assuming Institution all right,
\ntitle and interest of the Receiver, if any, in and to agreements the Assuming
\nInstitution assumes hereunder. In the event the Assuming Institution elects not
\nto accept an assignment of any lease<\/p>\n

23<\/p>\n

\n

<\/p>\n

(or sublease) or negotiate a new lease for leased Bank Premises under Section
\n4.6 and does not otherwise occupy such premises, the provisions of this Section
\n4.8(a) shall not apply to service agreements related to such premises. The
\nAssuming Institution agrees, during the period it has the use or benefit of any
\nsuch agreement, promptly to pay to the Receiver or to appropriate third parties
\nat the direction of the Receiver all operating costs with respect thereto and to
\ncomply with all relevant terms of such agreement.<\/p>\n

(b) The provisions of Section 4.8(a) regarding the Assuming Institution153s
\nelection to assume or not assume certain agreements shall not apply to (i)
\nagreements pursuant to which the Failed Bank provides mortgage servicing for
\nothers or mortgage servicing is provided to the Failed Bank by others, (ii)
\nagreements that are subject to Sections 4.1 through 4.7 and any insurance policy
\nor bond referred to in Section 3.5(a) or other agreement specified in Section
\n3.5, and (iii) consulting, management or employment agreements, if any, between
\nthe Failed Bank and its employees or other Persons. Except as otherwise
\nexpressly set forth elsewhere in this Agreement, the Assuming Institution does
\nnot assume any liabilities or acquire any rights under any of the agreements
\ndescribed in this Section 4.8(b).<\/p>\n

4.9<\/strong> Informational Tax Reporting<\/u><\/strong>. The
\nAssuming Institution agrees to perform all obligations of the Failed Bank with
\nrespect to Federal and State income tax informational reporting related to (i)
\nthe Assets and the Liabilities Assumed, (ii) deposit accounts that were closed
\nand loans that were paid off or collateral obtained with respect thereto prior
\nto Bank Closing, (iii) miscellaneous payments made to vendors of the Failed
\nBank, and (iv) any other asset or liability of the Failed Bank, including,
\nwithout limitation, loans not purchased and Deposits not assumed by the Assuming
\nInstitution, as may be required by the Receiver.<\/p>\n

4.10<\/strong> Insurance<\/u><\/strong>. The Assuming
\nInstitution agrees to obtain insurance coverage effective from and after Bank
\nClosing, including public liability, fire and extended coverage insurance
\nacceptable to the Receiver with respect to owned or leased Bank Premises that it
\noccupies, and all owned or leased Furniture and Equipment and Fixtures and
\nleased data processing equipment (including hardware and software) located
\nthereon, in the event such insurance coverage is not already in force and effect
\nwith respect to the Assuming Institution as the insured as of Bank Closing. All
\nsuch insurance shall, where appropriate (as determined by the Receiver), name
\nthe Receiver as an additional insured.<\/p>\n

4.11<\/strong> Office Space for Receiver and
\nCorporation<\/u><\/strong>. For the period commencing on the day following Bank
\nClosing and ending on the one hundred eightieth (180th) day thereafter, the
\nAssuming Institution agrees to provide to the Receiver and the Corporation,
\nwithout charge, adequate and suitable office space (including parking facilities
\nand vault space), furniture, equipment (including photocopying and telecopying
\nmachines), email accounts, network access and technology resources (such as
\nshared drive) and utilities (including local telephone service and fax machines)
\nat the Bank Premises occupied by the Assuming Institution for their use in the
\ndischarge of their respective functions with respect to the Failed Bank. In the
\nevent the Receiver and the Corporation determine that the space provided is
\ninadequate or unsuitable, the Receiver and the Corporation may relocate to other
\nquarters having adequate and suitable space and the costs of relocation and any
\nrental and utility costs for the balance of the period of occupancy by the
\nReceiver and the Corporation shall be borne by the Assuming Institution.
\nAdditionally, the<\/p>\n

24<\/p>\n

\n

<\/p>\n

Assuming Institution agrees to pay such bills and invoices on behalf of the
\nReceiver and Corporation as the Receiver or Corporation may direct for the
\nperiod beginning on the date of Bank Closing and ending on Settlement Date.
\nAssuming Institution shall submit it requests for reimbursement of such
\nexpenditures pursuant to Article VIII of this Agreement.<\/p>\n

4.12<\/strong> Agreement with Respect to Continuation of
\nGroup Health Plan Coverage for Former Employees of the Failed
\nBank<\/u><\/strong>.<\/strong><\/p>\n

(a) The Assuming Institution agrees to assist the Receiver, as provided in
\nthis Section 4.12, in offering individuals who were employees or former
\nemployees of the Failed Bank, or any of its Subsidiaries, and who, immediately
\nprior to Bank Closing, were receiving, or were eligible to receive, health
\ninsurance coverage or health insurance continuation coverage from the Failed
\nBank (“Eligible Individuals”), the opportunity to obtain health insurance
\ncoverage in the Corporation153s FIA Continuation Coverage Plan which provides for
\nhealth insurance continuation coverage to such Eligible Individuals who are
\nqualified beneficiaries of the Failed Bank as defined in Section 607 of the
\nEmployee Retirement Income Security Act of 1974, as amended (respectively,
\n“qualified beneficiaries” and “ERISA”). The Assuming Institution shall consult
\nwith the Receiver and not later than five (5) Business Days after Bank Closing
\nshall provide written notice to the Receiver of the number (if available),
\nidentity (if available) and addresses (if available) of the Eligible Individuals
\nwho are qualified beneficiaries of the Failed Bank and for whom a “qualifying
\nevent” (as defined in Section 603 of ERISA) has occurred and with respect to
\nwhom the Failed Bank153s obligations under Part 6 of Subtitle B of Title I of
\nERISA have not been satisfied in full, and such other information as the
\nReceiver may reasonably require. The Receiver shall cooperate with the Assuming
\nInstitution in order to permit it to prepare such notice and shall provide to
\nthe Assuming Institution such data in its possession as may be reasonably
\nrequired for purposes of preparing such notice.<\/p>\n

(b) The Assuming Institution shall take such further action to assist the
\nReceiver in offering the Eligible Individuals who are qualified beneficiaries of
\nthe Failed Bank the opportunity to obtain health insurance coverage in the
\nCorporation153s FIA Continuation Coverage Plan as the Receiver may direct. All
\nexpenses incurred and paid by the Assuming Institution (i) in connection with
\nthe obligations of the Assuming Institution under this Section 4.12, and (ii) in
\nproviding health insurance continuation coverage to any Eligible Individuals who
\nare hired by the Assuming Institution and such employees153 qualified
\nbeneficiaries shall be borne by the Assuming Institution.<\/p>\n

(c) No later than five (5) Business Days after Bank Closing, the Assuming
\nInstitution shall provide the Receiver with a list of all Failed Bank employees
\nthe Assuming Institution will not hire. Unless otherwise agreed, the Assuming
\nInstitution pays all salaries and payroll costs for all Failed Bank Employees
\nuntil the list is provided to the Receiver. The Assuming Institution shall be
\nresponsible for all costs and expenses (i.e. salary, benefits, etc.) associated
\nwith all other employees not on that list from and after the date of delivery of
\nthe list to the Receiver. The Assuming Institution shall offer to the Failed
\nBank employees it retains employment benefits comparable to those the Assuming
\nInstitution offers its current employees.<\/p>\n

25<\/p>\n

\n

<\/p>\n

(d) This Section 4.12 is for the sole and exclusive benefit of the parties to
\nthis Agreement, and for the benefit of no other Person (including any former
\nemployee of the Failed Bank or any Subsidiary thereof or qualified beneficiary
\nof such former employee). Nothing in this Section 4.12 is intended by the
\nparties, or shall be construed, to give any Person (including any former
\nemployee of the Failed Bank or any Subsidiary thereof or qualified beneficiary
\nof such former employee) other than the Corporation, the Receiver and the
\nAssuming Institution any legal or equitable right, remedy or claim under or with
\nrespect to the provisions of this Section.<\/p>\n

4.13<\/strong> Agreement with Respect to Interim Asset
\nServicing<\/u><\/strong>.<\/strong> At any time after Bank Closing, the
\nReceiver may establish on its books an asset pool(s) and may transfer to such
\nasset pool(s) (by means of accounting entries on the books of the Receiver) all
\nor any assets and liabilities of the Failed Bank which are not acquired by the
\nAssuming Institution, including, without limitation, wholly unfunded Commitments
\nand assets and liabilities which may be acquired, funded or originated by the
\nReceiver subsequent to Bank Closing. The Receiver may remove assets (and
\nliabilities) from or add assets (and liabilities) to such pool(s) at any time in
\nits discretion. At the option of the Receiver, the Assuming Institution agrees
\nto service, administer, and collect such pool assets in accordance with and for
\nthe term set forth in Exhibit 4.13 “Interim Asset Servicing Arrangement”.<\/p>\n

4.14<\/strong> Reserved.<\/p>\n

4.15<\/strong> Agreement with Respect to Loss
\nSharing<\/u><\/strong>.<\/strong> The Assuming Institution shall be
\nentitled to require reimbursement from the Receiver for loss sharing on certain
\nloans in accordance with the Single Family Shared-Loss Agreement attached hereto
\nas Exhibit 4.15A and the Commercial Shared-Loss Agreement attached hereto as
\nExhibit 4.15B, collectively, the “Shared-Loss Agreements.” The Loans that shall
\nbe subject to the Shared-Loss Agreements are identified on the Schedules 4.15A
\nand 4.15B, and Schedule 4.15C, Shared-Loss Securities, attached hereto.<\/p>\n

ARTICLE V<\/strong><\/p>\n

DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED
\nBANK<\/strong><\/p>\n

5.1<\/strong> Payment of Checks, Drafts and
\nOrders<\/u><\/strong>.<\/strong> Subject to Section 9.5, the Assuming
\nInstitution agrees to pay all properly drawn checks, drafts and withdrawal
\norders of depositors of the Failed Bank presented for payment, whether drawn on
\nthe check or draft forms provided by the Failed Bank or by the Assuming
\nInstitution, to the extent that the Deposit balances to the credit of the
\nrespective makers or drawers assumed by the Assuming Institution under this
\nAgreement are sufficient to permit the payment thereof, and in all other
\nrespects to discharge, in the usual course of conducting a banking business, the
\nduties and obligations of the Failed Bank with respect to the Deposit balances
\ndue and owing to the depositors of the Failed Bank assumed by the Assuming
\nInstitution under this Agreement.<\/p>\n

5.2<\/strong> Certain Agreements Related to
\nDeposits<\/u><\/strong>.<\/strong> Subject to Section 2.2, the Assuming
\nInstitution agrees to honor the terms and conditions of any written escrow or
\nmortgage servicing<\/p>\n

26<\/p>\n

\n

<\/p>\n

agreement or other similar agreement relating to a Deposit liability assumed
\nby the Assuming Institution pursuant to this Agreement.<\/p>\n

5.3<\/strong> Notice to
\nDepositors<\/u><\/strong>.<\/strong><\/p>\n

(a) Within seven (7) days after Bank Closing, the Assuming Institution shall
\ngive (i) notice to depositors of the Failed Bank of its assumption of the
\nDeposit liabilities of the Failed Bank, and (ii) any notice required under
\nSection 2.2, by mailing to each such depositor a notice with respect to such
\nassumption and by advertising in a newspaper of general circulation in the
\ncounty or counties in which the Failed Bank was located. The Assuming
\nInstitution agrees that it will obtain prior approval of all such notices and
\nadvertisements from counsel for the Receiver and that such notices and
\nadvertisements shall not be mailed or published until such approval is received.\n<\/p>\n

(b) The Assuming Institution shall give notice by mail to depositors of the
\nFailed Bank concerning the procedures to claim their deposits, which notice
\nshall be provided to the Assuming Institution by the Receiver or the
\nCorporation. Such notice shall be included with the notice to depositors to be
\nmailed by the Assuming Institution pursuant to Section 5.3(a).<\/p>\n

(c) If the Assuming Institution proposes to charge fees different from those
\ncharged by the Failed Bank before it establishes new deposit account
\nrelationships with the depositors of the Failed Bank, the Assuming Institution
\nshall give notice by mail of such changed fees to such depositors.<\/p>\n

ARTICLE VI<\/strong><\/p>\n

RECORDS<\/strong><\/p>\n

6.1<\/strong> Transfer of Records<\/u><\/strong>.<\/p>\n

(a) In accordance with Sections 2.1 and 3.1, the Receiver assigns, transfers,
\nconveys and delivers to the Assuming Institution, whether located on Bank
\nPremises occupied or not occupied by the Assuming Institution or at any other
\nlocation, the following:<\/p>\n

(i) all Records pertaining to the Deposit liabilities of the Failed Bank
\nassumed by the Assuming Institution under this Agreement, including, but not
\nlimited to, the following:<\/p>\n

(A) signature cards, orders, contracts between the Failed Bank and its
\ndepositors and Records of similar character;<\/p>\n

(B) passbooks of depositors held by the Failed Bank, deposit slips, cancelled
\nchecks and withdrawal orders representing charges to accounts of depositors; and\n<\/p>\n

(ii) all Records pertaining to the Assets, including, but not limited to, the
\nfollowing:<\/p>\n

27<\/p>\n

\n

<\/p>\n

(A) records of deposit balances carried with other banks, bankers or trust
\ncompanies;<\/p>\n

(B) Loan and collateral records and Credit Files and other documents;<\/p>\n

(C) deeds, mortgages, abstracts, surveys, and other instruments or records of
\ntitle pertaining to real estate or real estate mortgages;<\/p>\n

(D) signature cards, agreements and records pertaining to Safe Deposit Boxes,
\nif any; and<\/p>\n

(E) records pertaining to the credit card business, trust business or
\nsafekeeping business of the Failed Bank, if any.<\/p>\n

(b) The Receiver, at its option, may assign and transfer to the Assuming
\nInstitution by a single blanket assignment or otherwise, as soon as practicable
\nafter Bank Closing, any other Records not assigned and transferred to the
\nAssuming Institution as provided in this Agreement, whether located on Bank
\nPremises occupied or not occupied by the Assuming Institution or at any other
\nlocation, including but not limited to loan disbursement checks, general ledger
\ntickets, official bank checks, proof transactions (including proof tapes) and
\npaid out loan files.<\/p>\n

6.2<\/strong> Delivery of Assigned Records<\/u><\/strong>.
\nThe Receiver shall deliver to the Assuming Institution all Records described in
\n(i) Section 6.1(a) as soon as practicable on or after the date of this
\nAgreement, and (ii) Section 6.1(b) as soon as practicable after making any
\nassignment described therein.<\/p>\n

6.3<\/strong> Preservation of Records<\/u><\/strong>. The
\nAssuming Institution agrees that it will preserve and maintain for the joint
\nbenefit of the Receiver, the Corporation and the Assuming Institution, all
\nRecords of which it has custody for such period as either the Receiver or the
\nCorporation in its discretion may require, until directed otherwise, in
\nwriting<\/u>, by the Receiver or Corporation. The Assuming Institution shall have
\nthe primary responsibility to respond to subpoenas, discovery requests, and
\nother similar official inquiries and customer requests for lien releases with
\nrespect to the Records of which it has custody.<\/p>\n

6.4<\/strong> Access to Records; Copies<\/u><\/strong>. The
\nAssuming Institution agrees to permit the Receiver and the Corporation access to
\nall Records of which the Assuming Institution has custody, and to use, inspect,
\nmake extracts from or request copies of any such Records in the manner and to
\nthe extent requested, and to duplicate, in the discretion of the Receiver or the
\nCorporation, any Record in the form of microfilm or microfiche pertaining to
\nDeposit account relationships; provided<\/u>, that<\/u> in the event that
\nthe Failed Bank maintained one or more duplicate copies of such microfilm or
\nmicrofiche Records, the Assuming Institution hereby assigns, transfers, and
\nconveys to the Corporation one such duplicate copy of each such Record without
\ncost to the Corporation, and agrees to deliver to the Corporation all Records
\nassigned and transferred to the Corporation under this Article VI as soon as
\npracticable on or after the date of this Agreement. The party requesting a copy
\nof any Record shall bear the cost (based on standard accepted industry charges
\nto the extent applicable, as determined by the Receiver) for providing<\/p>\n

28<\/p>\n

\n

<\/p>\n

such duplicate Records. A copy of each Record requested shall be provided as
\nsoon as practicable by the party having custody thereof.<\/p>\n

ARTICLE VII<\/strong><\/p>\n

BID; INITIAL PAYMENT<\/strong><\/p>\n

The Assuming Institution has submitted to the Receiver a Deposit premium bid
\nof 0% and an Asset premium (discount) bid of (11%) (the “Bid Amount”). The
\nDeposit premium bid will be applied to the total of all Assumed Deposits except
\nfor brokered, CDARS, and any market place or similar subscription services
\nDeposits. The Asset premium (discount) bid will be applied to the purchase price
\nof all Assets acquired. On the Payment Date, the Assuming Bank will pay to the
\nCorporation, or the Corporation will pay to the Assuming Bank, as the case may
\nbe, the Initial Payment, together with interest on such amount (if the Payment
\nDate is not the day following the day of the Bank Closing Date) from and
\nincluding the day following the Bank Closing Date to and including the day
\npreceding the Payment Date at the Settlement Interest Rate.<\/p>\n

ARTICLE VIII<\/strong><\/p>\n

ADJUSTMENTS<\/strong><\/p>\n

8.1<\/strong> Pro Forma Statement<\/u><\/strong>. The
\nReceiver, as soon as practicable after Bank Closing, in accordance with the best
\ninformation then available, shall provide to the Assuming Institution a pro
\nforma statement reflecting any adjustments of such liabilities and assets as may
\nbe necessary. Such pro forma statement shall take into account, to the extent
\npossible, (i) liabilities and assets of a nature similar to those contemplated
\nby Section 2.1 or Section 3.1, respectively, which at Bank Closing were carried
\nin the Failed Bank153s suspense accounts, (ii) accruals as of Bank Closing for all
\nincome related to the assets and business of the Failed Bank acquired by the
\nAssuming Institution hereunder, whether or not such accruals were reflected on
\nthe Accounting Records of the Failed Bank in the normal course of its
\noperations, and (iii) adjustments to determine the Book Value of any investment
\nin an Acquired Subsidiary and related accounts on the “bank only”
\n(unconsolidated) balance sheet of the Failed Bank based on the equity method of
\naccounting, whether or not the Failed Bank used the equity method of accounting
\nfor investments in subsidiaries, except that the resulting amount cannot be less
\nthan the Acquired Subsidiary153s recorded equity as of Bank Closing as reflected
\non the Accounting Records of the Acquired Subsidiary. Any Loan purchased by the
\nAssuming Institution pursuant to Section 3.1 which the Failed Bank charged off
\nduring the period beginning the day after the Bid Valuation Date to the date of
\nBank Closing shall be deemed not to be charged off for the purposes of the pro
\nforma statement, and the purchase price shall be determined pursuant to Section
\n3.2.<\/p>\n

29<\/p>\n

\n

<\/p>\n

8.2<\/strong> Correction of Errors and Omissions; Other
\nLiabilities<\/u><\/strong>.<\/p>\n

(a) In the event any bookkeeping omissions or errors are discovered in
\npreparing any pro forma statement or in completing the transfers and assumptions
\ncontemplated hereby, the parties hereto agree to correct such errors and
\nomissions, it being understood that, as far as practicable, all adjustments will
\nbe made consistent with the judgments, methods, policies or accounting
\nprinciples utilized by the Failed Bank in preparing and maintaining Accounting
\nRecords, except that adjustments made pursuant to this Section 8.2(a) are not
\nintended to bring the Accounting Records of the Failed Bank into accordance with
\ngenerally accepted accounting principles.<\/p>\n

(b) If the Receiver discovers at any time subsequent to the date of this
\nAgreement that any claim exists against the Failed Bank which is of such a
\nnature that it would have been included in the liabilities assumed under Article
\nII had the existence of such claim or the facts giving rise thereto been known
\nas of Bank Closing, the Receiver may, in its discretion, at any time, require
\nthat such claim be assumed by the Assuming Institution in a manner consistent
\nwith the intent of this Agreement. The Receiver will make appropriate
\nadjustments to the pro forma statement provided by the Receiver to the Assuming
\nInstitution pursuant to Section 8.1 as may be necessary.<\/p>\n

8.3<\/strong> Payments<\/u><\/strong>. The Receiver agrees to
\ncause to be paid to the Assuming Institution, or the Assuming Institution agrees
\nto pay to the Receiver, as the case may be, on the Settlement Date, a payment in
\nan amount which reflects net adjustments (including any costs, expenses and fees
\nassociated with determinations of value as provided in this Agreement) made
\npursuant to Section 8.1 or Section 8.2, plus interest as provided in Section
\n8.4. The Receiver and the Assuming Institution agree to effect on the Settlement
\nDate any further transfer of assets to or assumption of liabilities or claims by
\nthe Assuming Institution as may be necessary in accordance with Section 8.1 or
\nSection 8.2.<\/p>\n

8.4<\/strong> Interest<\/u><\/strong>. Any amounts paid under
\nSection 8.3 or Section 8.5, shall bear interest for the period from and
\nincluding the day following Bank Closing to and including the day preceding the
\npayment at the Settlement Interest Rate.<\/p>\n

8.5<\/strong> Subsequent
\nAdjustments<\/u><\/strong>.<\/strong> In the event that the Assuming
\nInstitution or the Receiver discovers any errors or omissions as contemplated by
\nSection 8.2 or any error with respect to the payment made under Section 8.3
\nafter the Settlement Date, the Assuming Institution and the Receiver agree to
\npromptly correct any such errors or omissions, make any payments and effect any
\ntransfers or assumptions as may be necessary to reflect any such correction plus
\ninterest as provided in Section 8.4.<\/p>\n

ARTICLE IX<\/strong><\/p>\n

CONTINUING COOPERATION<\/strong><\/p>\n

9.1<\/strong> General Matters<\/u><\/strong>. The parties
\nhereto agree that they will, in good faith and with their best efforts,
\ncooperate with each other to carry out the transactions contemplated by this
\nAgreement and to effect the purposes hereof.<\/p>\n

30<\/p>\n

\n

<\/p>\n

9.2<\/strong> Additional Title Documents<\/u><\/strong>. The
\nReceiver, the Corporation and the Assuming Institution each agree, at any time,
\nand from time to time, upon the request of any party hereto, to execute and
\ndeliver such additional instruments and documents of conveyance as shall be
\nreasonably necessary to vest in the appropriate party its full legal or
\nequitable title in and to the property transferred pursuant to this Agreement or
\nto be transferred in accordance herewith. The Assuming Institution shall prepare
\nsuch instruments and documents of conveyance (in form and substance satisfactory
\nto the Receiver) as shall be necessary to vest title to the Assets in the
\nAssuming Institution. The Assuming Institution shall be responsible for
\nrecording such instruments and documents of conveyance at its own expense.<\/p>\n

9.3<\/strong> Claims and Suits<\/u><\/strong>.<\/p>\n

(a) The Receiver shall have the right, in its discretion, to (i) defend or
\nsettle any claim or suit against the Assuming Institution with respect to which
\nthe Receiver has indemnified the Assuming Institution in the same manner and to
\nthe same extent as provided in Article XII, and (ii) defend or settle any claim
\nor suit against the Assuming Institution with respect to any Liability Assumed,
\nwhich claim or suit may result in a loss to the Receiver arising out of or
\nrelated to this Agreement, or which existed against the Failed Bank on or before
\nBank Closing. The exercise by the Receiver of any rights under this Section
\n9.3(a) shall not release the Assuming Institution with respect to any of its
\nobligations under this Agreement.<\/p>\n

(b) In the event any action at law or in equity shall be instituted by any
\nPerson against the Receiver and the Corporation as codefendants with respect to
\nany asset of the Failed Bank retained or acquired pursuant to this Agreement by
\nthe Receiver, the Receiver agrees, at the request of the Corporation, to join
\nwith the Corporation in a petition to remove the action to the United States
\nDistrict Court for the proper district. The Receiver agrees to institute, with
\nor without joinder of the Corporation as coplaintiff, any action with respect to
\nany such retained or acquired asset or any matter connected therewith whenever
\nnotice requiring such action shall be given by the Corporation to the Receiver.\n<\/p>\n

9.4<\/strong> Payment of Deposits<\/u><\/strong>. In the
\nevent any depositor does not accept the obligation of the Assuming Institution
\nto pay any Deposit liability of the Failed Bank assumed by the Assuming
\nInstitution pursuant to this Agreement and asserts a claim against the Receiver
\nfor all or any portion of any such Deposit liability, the Assuming Institution
\nagrees on demand to provide to the Receiver funds sufficient to pay such claim
\nin an amount not in excess of the Deposit liability reflected on the books of
\nthe Assuming Institution at the time such claim is made. Upon payment by the
\nAssuming Institution to the Receiver of such amount, the Assuming Institution
\nshall be discharged from any further obligation under this Agreement to pay to
\nany such depositor the amount of such Deposit liability paid to the Receiver.\n<\/p>\n

9.5<\/strong> Withheld Payments<\/u><\/strong>. At any time,
\nthe Receiver or the Corporation may, in its discretion, determine that all or
\nany portion of any deposit balance assumed by the Assuming Institution pursuant
\nto this Agreement does not constitute a “Deposit” (or otherwise, in its
\ndiscretion, determine that it is the best interest of the Receiver or
\nCorporation to withhold all or any portion of any deposit), and may direct the
\nAssuming Institution to withhold payment of all<\/p>\n

31<\/p>\n

\n

<\/p>\n

or any portion of any such deposit balance. Upon such direction, the Assuming
\nInstitution agrees to hold such deposit and not to make any payment of such
\ndeposit balance to or on behalf of the depositor, or to itself, whether by way
\nof transfer, set-off, or otherwise. The Assuming Institution agrees to maintain
\nthe “withheld payment” status of any such deposit balance until directed in
\nwriting by the Receiver or the Corporation as to its disposition. At the
\ndirection of the Receiver or the Corporation, the Assuming Institution shall
\nreturn all or any portion of such deposit balance to the Receiver or the
\nCorporation, as appropriate, and thereupon the Assuming Institution shall be
\ndischarged from any further liability to such depositor with respect to such
\nreturned deposit balance. If such deposit balance has been paid to the depositor
\nprior to a demand for return by the Corporation or the Receiver, and payment of
\nsuch deposit balance had not been previously withheld pursuant to this Section,
\nthe Assuming Institution shall not be obligated to return such deposit balance
\nto the Receiver or the Corporation. The Assuming Institution shall be obligated
\nto reimburse the Corporation or the Receiver, as the case may be, for the amount
\nof any deposit balance or portion thereof paid by the Assuming Institution in
\ncontravention of any previous direction to withhold payment of such deposit
\nbalance or return such deposit balance the payment of which was withheld
\npursuant to this Section.<\/p>\n

9.6<\/strong> Proceedings with Respect to Certain Assets
\nand Liabilities<\/u><\/strong>.<\/p>\n

(a) In connection with any investigation, proceeding or other matter with
\nrespect to any asset or liability of the Failed Bank retained by the Receiver,
\nor any asset of the Failed Bank acquired by the Receiver pursuant to this
\nAgreement, the Assuming Institution shall cooperate to the extent reasonably
\nrequired by the Receiver.<\/p>\n

(b) In addition to its obligations under Section 6.4, the Assuming
\nInstitution shall provide representatives of the Receiver access at reasonable
\ntimes and locations without other limitation or qualification to (i) its
\ndirectors, officers, employees and agents and those of the Subsidiaries acquired
\nby the Assuming Institution, and (ii) its books and records, the books and
\nrecords of such Subsidiaries and all Credit Files, and copies thereof. Copies of
\nbooks, records and Credit Files shall be provided by the Assuming Institution as
\nrequested by the Receiver and the costs of duplication thereof shall be borne by
\nthe Receiver.<\/p>\n

(c) Not later than ten (10) days after the Put Notice pursuant to Section 3.4
\nor the date of the notice of transfer of any Loan by the Assuming Institution to
\nthe Receiver pursuant to Section 3.6, the Assuming Institution shall deliver to
\nthe Receiver such documents with respect to such Loan as the Receiver may
\nrequest, including without limitation the following: (i) all related Credit
\nDocuments (other than certificates, notices and other ancillary documents), (ii)
\na certificate setting forth the principal amount on the date of the transfer and
\nthe amount of interest, fees and other charges then accrued and unpaid thereon,
\nand any restrictions on transfer to which any such Loan is subject, and (iii)
\nall Credit Files, and all documents, microfiche, microfilm and computer records
\n(including but not limited to magnetic tape, disc storage, card forms and
\nprinted copy) maintained by, owned by, or in the possession of the Assuming
\nInstitution or any Affiliate of the Assuming Institution relating to the
\ntransferred Loan.<\/p>\n

9.7<\/strong> Information<\/u><\/strong>. The Assuming
\nInstitution promptly shall provide to the Corporation such other information,
\nincluding financial statements and computations, relating to the<\/p>\n

32<\/p>\n

\n

<\/p>\n

performance of the provisions of this Agreement as the Corporation or the
\nReceiver may request from time to time, and, at the request of the Receiver,
\nmake available employees of the Failed Bank employed or retained by the Assuming
\nInstitution to assist in preparation of the pro forma statement pursuant to
\nSection 8.1.<\/p>\n

ARTICLE X<\/strong><\/p>\n

CONDITION PRECEDENT<\/strong><\/p>\n

The obligations of the parties to this Agreement are subject to the Receiver
\nand the Corporation having received at or before Bank Closing evidence
\nreasonably satisfactory to each of any necessary approval, waiver, or other
\naction by any governmental authority, the board of directors of the Assuming
\nInstitution, or other third party, with respect to this Agreement and the
\ntransactions contemplated hereby, the closing of the Failed Bank and the
\nappointment of the Receiver, the chartering of the Assuming Institution, and any
\nagreements, documents, matters or proceedings contemplated hereby or thereby.\n<\/p>\n

ARTICLE XI<\/strong><\/p>\n

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING
\nINSTITUTION<\/strong><\/p>\n

The Assuming Institution represents and warrants to the Corporation and the
\nReceiver as follows:<\/p>\n

(a) Corporate Existence and Authority<\/u><\/strong>. The Assuming
\nInstitution (i) is duly organized, validly existing and in good standing under
\nthe laws of its Chartering Authority and has full power and authority to own and
\noperate its properties and to conduct its business as now conducted by it, and
\n(ii) has full power and authority to execute and deliver this Agreement and to
\nperform its obligations hereunder. The Assuming Institution has taken all
\nnecessary corporate action to authorize the execution, delivery and performance
\nof this Agreement and the performance of the transactions contemplated hereby.\n<\/p>\n

(b) Third Party Consents<\/u><\/strong>. No governmental authority
\nor other third party consents (including but not limited to approvals, licenses,
\nregistrations or declarations) are required in connection with the execution,
\ndelivery or performance by the Assuming Institution of this Agreement, other
\nthan such consents as have been duly obtained and are in full force and effect.\n<\/p>\n

(c) Execution and Enforceability<\/u><\/strong>. This Agreement has
\nbeen duly executed and delivered by the Assuming Institution and when this
\nAgreement has been duly authorized, executed and delivered by the Corporation
\nand the Receiver, this Agreement will constitute the legal, valid and binding
\nobligation of the Assuming Institution, enforceable in accordance with its
\nterms.<\/p>\n

(d) Compliance with Law<\/u><\/strong>.<\/p>\n

(i) Neither the Assuming Institution nor any of its Subsidiaries is in
\nviolation of any statute, regulation, order, decision, judgment or decree of, or
\nany restriction imposed by, the United States of America, any State,
\nmunicipality or other political subdivision or any agency<\/p>\n

33<\/p>\n

\n

<\/p>\n

of any of the foregoing, or any court or other tribunal having jurisdiction
\nover the Assuming Institution or any of its Subsidiaries or any assets of any
\nsuch Person, or any foreign government or agency thereof having such
\njurisdiction, with respect to the conduct of the business of the Assuming
\nInstitution or of any of its Subsidiaries, or the ownership of the properties of
\nthe Assuming Institution or any of its Subsidiaries, which, either individually
\nor in the aggregate with all other such violations, would materially and
\nadversely affect the business, operations or condition (financial or otherwise)
\nof the Assuming Institution or the ability of the Assuming Institution to
\nperform, satisfy or observe any obligation or condition under this Agreement.\n<\/p>\n

(ii) Neither the execution and delivery nor the performance by the Assuming
\nInstitution of this Agreement will result in any violation by the Assuming
\nInstitution of, or be in conflict with, any provision of any applicable law or
\nregulation, or any order, writ or decree of any court or governmental authority.\n<\/p>\n

e) Representations Remain<\/u><\/strong>
\nTrue<\/strong><\/u>. The Assuming Institution represents and warrants that
\nit has executed and delivered to the Corporation a Purchaser Eligibility
\nCertification and Confidentiality Agreement and that all information provided
\nand representations made by or on behalf of the Assuming Institution in
\nconnection with this Agreement and the transactions contemplated hereby,
\nincluding, but not limited to, the Purchaser Eligibility Certification and
\nConfidentiality Agreement (which are affirmed and ratified hereby) are and
\nremain true and correct in all material respects and do not fail to state any
\nfact required to make the information contained therein not misleading.<\/p>\n

ARTICLE XII<\/strong><\/p>\n

INDEMNIFICATION<\/strong><\/p>\n

12.1<\/strong> Indemnification of
\nIndemnitees<\/u><\/strong>. From and after Bank Closing and subject to the
\nlimitations set forth in this Section and Section 12.6 and compliance by the
\nIndemnitees with Section 12.2, the Receiver agrees to indemnify and hold
\nharmless the Indemnitees against any and all costs, losses, liabilities,
\nexpenses (including attorneys153 fees) incurred prior to the assumption of defense
\nby the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and
\namounts paid in settlement actually and reasonably incurred in connection with
\nclaims against any Indemnitee based on liabilities of the Failed Bank that are
\nnot assumed by the Assuming Institution pursuant to this Agreement or subsequent
\nto the execution hereof by the Assuming Institution or any Subsidiary or
\nAffiliate of the Assuming Institution for which indemnification is provided
\nhereunder in (a) of this Section 12.1, subject to certain exclusions as provided
\nin (b) of this Section 12.1:<\/p>\n

(a)<\/p>\n

(1) claims based on the rights of any shareholder or former shareholder as
\nsuch of (x) the Failed Bank, or (y) any Subsidiary or Affiliate of the Failed
\nBank;<\/p>\n

34<\/p>\n

\n

<\/p>\n

(2) claims based on the rights of any creditor as such of the Failed Bank, or
\nany creditor as such of any director, officer, employee or agent of the Failed
\nBank, with respect to any indebtedness or other obligation of the Failed Bank
\narising prior to Bank Closing;<\/p>\n

(3) claims based on the rights of any present or former director, officer,
\nemployee or agent as such of the Failed Bank or of any Subsidiary or Affiliate
\nof the Failed Bank;<\/p>\n

(4) claims based on any action or inaction prior to Bank Closing of the
\nFailed Bank, its directors, officers, employees or agents as such, or any
\nSubsidiary or Affiliate of the Failed Bank, or the directors, officers,
\nemployees or agents as such of such Subsidiary or Affiliate;<\/p>\n

(5) claims based on any malfeasance, misfeasance or nonfeasance of the Failed
\nBank, its directors, officers, employees or agents with respect to the trust
\nbusiness of the Failed Bank, if any;<\/p>\n

(6) claims based on any failure or alleged failure (not in violation of law)
\nby the Assuming Institution to continue to perform any service or activity
\npreviously performed by the Failed Bank which the Assuming Institution is not
\nrequired to perform pursuant to this Agreement or which arise under any contract
\nto which the Failed Bank was a party which the Assuming Institution elected not
\nto assume in accordance with this Agreement and which neither the Assuming
\nInstitution nor any Subsidiary or Affiliate of the Assuming Institution has
\nassumed subsequent to the execution hereof;<\/p>\n

(7) claims arising from any action or inaction of any Indemnitee, including
\nfor purposes of this Section 12.1(a)(7) the former officers or employees of the
\nFailed Bank or of any Subsidiary or Affiliate of the Failed Bank that is taken
\nupon the specific written direction of the Corporation or the Receiver,
\nother<\/u> than<\/u> any action or inaction taken in a manner constituting
\nbad faith, gross negligence or willful misconduct; and<\/p>\n

(8) claims based on the rights of any depositor of the Failed Bank whose
\ndeposit has been accorded “withheld payment” status and\/or returned to the
\nReceiver or Corporation in accordance with Section 9.5 and\/or has become an
\n“unclaimed deposit” or has been returned to the Corporation or the Receiver in
\naccordance with Section 2.3;<\/p>\n

(b) provided<\/u>, that<\/u>, with respect to this Agreement, except for
\nparagraphs (7) and (8) of Section 12.1(a), no indemnification will be provided
\nunder this Agreement for any:<\/p>\n

(1) judgment or fine against, or any amount paid in settlement (without the
\nwritten approval of the Receiver) by, any Indemnitee in connection with any
\naction that seeks damages against any Indemnitee (a “counterclaim”) arising with
\nrespect to any Asset and based on any action or inaction of either the Failed
\nBank, its directors, officers, employees or agents as such prior to Bank
\nClosing, unless any such judgment, fine or amount paid in settlement exceeds the
\ngreater of (i) the Repurchase Price of such Asset, or (ii) the monetary recovery
\nsought on such Asset by the Assuming Institution in the cause of action from
\nwhich the counterclaim arises; and in such event the Receiver will provide
\nindemnification only in the amount of such excess; and<\/p>\n

35<\/p>\n

\n

<\/p>\n

no indemnification will be provided for any costs or expenses other than any
\ncosts or expenses (including attorneys153 fees) which, in the determination of the
\nReceiver, have been actually and reasonably incurred by such Indemnitee in
\nconnection with the defense of any such counterclaim; and it is expressly agreed
\nthat the Receiver reserves the right to intervene, in its discretion, on its
\nbehalf and\/or on behalf of the Receiver, in the defense of any such
\ncounterclaim;<\/p>\n

(2) claims with respect to any liability or obligation of the Failed Bank
\nthat is expressly assumed by the Assuming Institution pursuant to this Agreement
\nor subsequent to the execution hereof by the Assuming Institution or any
\nSubsidiary or Affiliate of the Assuming Institution;<\/p>\n

(3) claims with respect to any liability of the Failed Bank to any present or
\nformer employee as such of the Failed Bank or of any Subsidiary or Affiliate of
\nthe Failed Bank, which liability is expressly assumed by the Assuming
\nInstitution pursuant to this Agreement or subsequent to the execution hereof by
\nthe Assuming Institution or any Subsidiary or Affiliate of the Assuming
\nInstitution;<\/p>\n

(4) claims based on the failure of any Indemnitee to seek recovery of damages
\nfrom the Receiver for any claims based upon any action or inaction of the Failed
\nBank, its directors, officers, employees or agents as fiduciary, agent or
\ncustodian prior to Bank Closing;<\/p>\n

(5) claims based on any violation or alleged violation by any Indemnitee of
\nthe antitrust, branching, banking or bank holding company or securities laws of
\nthe United States of America or any State thereof;<\/p>\n

(6) claims based on the rights of any present or former creditor, customer,
\nor supplier as such of the Assuming Institution or any Subsidiary or Affiliate
\nof the Assuming Institution;<\/p>\n

(7) claims based on the rights of any present or former shareholder as such
\nof the Assuming Institution or any Subsidiary or Affiliate of the Assuming
\nInstitution regardless of whether any such present or former shareholder is also
\na present or former shareholder of the Failed Bank;<\/p>\n

(8) claims, if the Receiver determines that the effect of providing such
\nindemnification would be to (i) expand or alter the provisions of any warranty
\nor disclaimer thereof provided in Section 3.3 or any other provision of this
\nAgreement, or (ii) create any warranty not expressly provided under this
\nAgreement;<\/p>\n

(9) claims which could have been enforced against any Indemnitee had the
\nAssuming Institution not entered into this Agreement;<\/p>\n

(10) claims based on any liability for taxes or fees assessed with respect to
\nthe consummation of the transactions contemplated by this Agreement, including
\nwithout limitation<\/p>\n

36<\/p>\n

\n

<\/p>\n

any subsequent transfer of any Assets or Liabilities Assumed to any
\nSubsidiary or Affiliate of the Assuming Institution;<\/p>\n

(11) except as expressly provided in this Article XII, claims based on any
\naction or inaction of any Indemnitee, and nothing in this Agreement shall be
\nconstrued to provide indemnification for (i) the Failed Bank, (ii) any
\nSubsidiary or Affiliate of the Failed Bank, or (iii) any present or former
\ndirector, officer, employee or agent of the Failed Bank or its Subsidiaries or
\nAffiliates; provided<\/u>, that<\/u> the Receiver, in its discretion, may
\nprovide indemnification hereunder for any present or former director, officer,
\nemployee or agent of the Failed Bank or its Subsidiaries or Affiliates who is
\nalso or becomes a director, officer, employee or agent of the Assuming
\nInstitution or its Subsidiaries or Affiliates;<\/p>\n

(12) claims or actions which constitute a breach by the Assuming Institution
\nof the representations and warranties contained in Article XI;<\/p>\n

(13) claims arising out of or relating to the condition of or generated by an
\nAsset arising from or relating to the presence, storage or release of any
\nhazardous or toxic substance, or any pollutant or contaminant, or condition of
\nsuch Asset which violate any applicable Federal, State or local law or
\nregulation concerning environmental protection; and<\/p>\n

(14) claims based on, related to or arising from any asset, including a loan,
\nacquired or liability assumed by the Assuming Institution, other than pursuant
\nto this Agreement.<\/p>\n

12.2<\/strong> Conditions Precedent to
\nIndemnification<\/u><\/strong>. It shall be a condition precedent to the
\nobligation of the Receiver to indemnify any Person pursuant to this Article XII
\nthat such Person shall, with respect to any claim made or threatened against
\nsuch Person for which such Person is or may be entitled to indemnification
\nhereunder:<\/p>\n

(a) give written notice to the Regional Counsel (Litigation Branch) of the
\nCorporation in the manner and at the address provided in Section 13.7 of such
\nclaim as soon as practicable after such claim is made or threatened;
\nprovided<\/u>, that<\/u> notice must be given on or before the date which is
\nsix (6) years from the date of this Agreement;<\/p>\n

(b) provide to the Receiver such information and cooperation with respect to
\nsuch claim as the Receiver may reasonably require;<\/p>\n

(c) cooperate and take all steps, as the Receiver may reasonably require, to
\npreserve and protect any defense to such claim;<\/p>\n

(d) in the event suit is brought with respect to such claim, upon reasonable
\nprior notice, afford to the Receiver the right, which the Receiver may exercise
\nin its sole discretion, to conduct the investigation, control the defense and
\neffect settlement of such claim, including without limitation the right to
\ndesignate counsel and to control all negotiations, litigation, arbitration,
\nsettlements, compromises and appeals of any such claim, all of which shall be at
\nthe expense of the Receiver; provided<\/u>, that<\/u> the Receiver shall
\nhave notified the Person claiming<\/p>\n

37<\/p>\n

\n

<\/p>\n

indemnification in writing that such claim is a claim with respect to which
\nthe Person claiming indemnification is entitled to indemnification under this
\nArticle XII;<\/p>\n

(e) not incur any costs or expenses in connection with any response or suit
\nwith respect to such claim, unless such costs or expenses were incurred upon the
\nwritten direction of the Receiver; provided<\/u>, that<\/u> the Receiver
\nshall not be obligated to reimburse the amount of any such costs or expenses
\nunless such costs or expenses were incurred upon the written direction of the
\nReceiver;<\/p>\n

(f) not release or settle such claim or make any payment or admission with
\nrespect thereto, unless the Receiver consents in writing thereto, which consent
\nshall not be unreasonably withheld; provided<\/u>, that<\/u> the Receiver
\nshall not be obligated to reimburse the amount of any such settlement or payment
\nunless such settlement or payment was effected upon the written direction of the
\nReceiver; and<\/p>\n

(g) take reasonable action as the Receiver may request in writing as
\nnecessary to preserve, protect or enforce the rights of the indemnified Person
\nagainst any Primary Indemnitor.<\/p>\n

12.3<\/strong> No Additional Warranty<\/u><\/strong>. Nothing
\nin this Article XII shall be construed or deemed to (i) expand or otherwise
\nalter any warranty or disclaimer thereof provided under Section 3.3 or any other
\nprovision of this Agreement with respect to, among other matters, the title,
\nvalue, collectibility, genuineness, enforceability or condition of any (x)
\nAsset, or (y) asset of the Failed Bank purchased by the Assuming Institution
\nsubsequent to the execution of this Agreement by the Assuming Institution or any
\nSubsidiary or Affiliate of the Assuming Institution, or (ii) create any warranty
\nnot expressly provided under this Agreement with respect thereto.<\/p>\n

12.4<\/strong> Indemnification of Receiver and
\nCorporation<\/u><\/strong>. From and after Bank Closing, the Assuming Institution
\nagrees to indemnify and hold harmless the Corporation and the Receiver and their
\nrespective directors, officers, employees and agents from and against any and
\nall costs, losses, liabilities, expenses (including attorneys153 fees), judgments,
\nfines and amounts paid in settlement actually and reasonably incurred in
\nconnection with any of the following:<\/p>\n

(a) claims based on any and all liabilities or obligations of the Failed Bank
\nassumed by the Assuming Institution pursuant to this Agreement or subsequent to
\nthe execution hereof by the Assuming Institution or any Subsidiary or Affiliate
\nof the Assuming Institution, whether or not any such liabilities subsequently
\nare sold and\/or transferred, other than any claim based upon any action or
\ninaction of any Indemnitee as provided in paragraph (7) or (8) of Section
\n12.1(a); and<\/p>\n

(b) claims based on any act or omission of any Indemnitee (including but not
\nlimited to claims of any Person claiming any right or title by or through the
\nAssuming Institution with respect to Assets transferred to the Receiver pursuant
\nto Section 3.4 or 3.6), other than any action or inaction of any Indemnitee as
\nprovided in paragraph (7) or (8) of Section 12.1(a).<\/p>\n

12.5<\/strong> Obligations Supplemental<\/u><\/strong>. The
\nobligations of the Receiver, and the Corporation as guarantor in accordance with
\nSection 12.7, to provide indemnification under this Article XII<\/p>\n

38<\/p>\n

\n

<\/p>\n

are to supplement any amount payable by any Primary Indemnitor to the Person
\nindemnified under this Article XII. Consistent with that intent, the Receiver
\nagrees only to make payments pursuant to such indemnification to the extent not
\npayable by a Primary Indemnitor. If the aggregate amount of payments by the
\nReceiver, or the Corporation as guarantor in accordance with Section 12.7, and
\nall Primary Indemnitors with respect to any item of indemnification under this
\nArticle XII exceeds the amount payable with respect to such item, such Person
\nbeing indemnified shall notify the Receiver thereof and, upon the request of the
\nReceiver, shall promptly pay to the Receiver, or the Corporation as appropriate,
\nthe amount of the Receiver153s (or Corporation153s) payments to the extent of such
\nexcess.<\/p>\n

12.6<\/strong> Criminal Claims<\/u><\/strong>.
\nNotwithstanding any provision of this Article XII to the contrary, in the event
\nthat any Person being indemnified under this Article XII shall become involved
\nin any criminal action, suit or proceeding, whether judicial, administrative or
\ninvestigative, the Receiver shall have no obligation hereunder to indemnify such
\nPerson for liability with respect to any criminal act or to the extent any costs
\nor expenses are attributable to the defense against the allegation of any
\ncriminal act, unless (i) the Person is successful on the merits or otherwise in
\nthe defense against any such action, suit or proceeding, or (ii) such action,
\nsuit or proceeding is terminated without the imposition of liability on such
\nPerson.<\/p>\n

12.7<\/strong> Limited Guaranty of the
\nCorporation<\/u><\/strong>.<\/strong> The Corporation hereby guarantees
\nperformance of the Receiver153s obligation to indemnify the Assuming Institution
\nas set forth in this Article XII. It is a condition to the Corporation153s
\nobligation hereunder that the Assuming Institution shall comply in all respects
\nwith the applicable provisions of this Article XII. The Corporation shall be
\nliable hereunder only for such amounts, if any, as the Receiver is obligated to
\npay under the terms of this Article XII but shall fail to pay. Except as
\notherwise provided above in this Section 12.7, nothing in this Article XII is
\nintended or shall be construed to create any liability or obligation on the part
\nof the Corporation, the United States of America or any department or agency
\nthereof under or with respect to this Article XII, or any provision hereof, it
\nbeing the intention of the parties hereto that the obligations undertaken by the
\nReceiver under this Article XII are the sole and exclusive responsibility of the
\nReceiver and no other Person or entity.<\/p>\n

12.8<\/strong> Subrogation<\/u><\/strong>.<\/strong>
\nUpon payment by the Receiver, or the Corporation as guarantor in accordance with
\nSection 12.7, to any Indemnitee for any claims indemnified by the Receiver under
\nthis Article XII, the Receiver, or the Corporation as appropriate, shall become
\nsubrogated to all rights of the Indemnitee against any other Person to the
\nextent of such payment.<\/p>\n

ARTICLE XIII<\/strong><\/p>\n

MISCELLANEOUS<\/strong><\/p>\n

13.1<\/strong> Entire Agreement<\/u><\/strong>. This
\nAgreement, the Single Family Shared-Loss Agreement, and the Commercial
\nShared-Loss Agreement, including the Schedules and Exhibits thereto, embodies
\nthe entire agreement of the parties hereto in relation to the subject matter
\nherein and supersedes all prior understandings or agreements, oral or written,
\nbetween the parties.<\/p>\n

39<\/p>\n

\n

<\/p>\n

13.2<\/strong> Headings<\/u><\/strong>. The headings and
\nsubheadings of the Table of Contents, Articles and Sections contained in this
\nAgreement, except the terms identified for definition in Article I and elsewhere
\nin this Agreement, are inserted for convenience only and shall not affect the
\nmeaning or interpretation of this Agreement or any provision hereof.<\/p>\n

13.3<\/strong> Counterparts<\/u><\/strong>. This Agreement
\nmay be executed in any number of counterparts and by the duly authorized
\nrepresentative of a different party hereto on separate counterparts, each of
\nwhich when so executed shall be deemed to be an original and all of which when
\ntaken together shall constitute one and the same Agreement.<\/p>\n

13.4<\/strong> GOVERNING LAW<\/u><\/strong>. THIS AGREEMENT,
\nTHE SINGLE FAMILY SHARED-LOSS AGREEMENT, AND THE COMMERCIAL SHARED-LOSS
\nAGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER AND THEREUNDER SHALL BE
\nGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED
\nSTATES OF AMERICA, AND IN THE ABSENCE OF CONTROLLING FEDERAL LAW, IN ACCORDANCE
\nWITH THE LAWS OF THE STATE IN WHICH THE MAIN OFFICE OF THE FAILED BANK IS
\nLOCATED.<\/p>\n

13.5<\/strong> Successors<\/u><\/strong>. All terms and
\nconditions of this Agreement shall be binding on the successors and assigns of
\nthe Receiver, the Corporation and the Assuming Institution. Except as otherwise
\nspecifically provided in this Agreement, nothing expressed or referred to in
\nthis Agreement is intended or shall be construed to give any Person other than
\nthe Receiver, the Corporation and the Assuming Institution any legal or
\nequitable right, remedy or claim under or with respect to this Agreement or any
\nprovisions contained herein, it being the intention of the parties hereto that
\nthis Agreement, the obligations and statements of responsibilities hereunder,
\nand all other conditions and provisions hereof are for the sole and exclusive
\nbenefit of the Receiver, the Corporation and the Assuming Institution and for
\nthe benefit of no other Person.<\/p>\n

13.6<\/strong> Modification; Assignment<\/u><\/strong>. No
\namendment or other modification, rescission, release, or assignment of any part
\nof this Agreement, the Single Family Shared-Loss Agreement, and the Commercial
\nShared-Loss Agreement shall be effective except pursuant to a written agreement
\nsubscribed by the duly authorized representatives of the parties hereto.<\/p>\n

13.7<\/strong> Notice<\/u><\/strong>. Any notice, request,
\ndemand, consent, approval or other communication to any party hereto shall be
\neffective when received and shall be given in<\/u> writing<\/u>, and
\ndelivered in person against receipt therefore, or sent by certified mail,
\npostage prepaid, courier service, telex, facsimile transmission or email to such
\nparty (with copies as indicated below) at its address set forth below or at such
\nother address as it shall hereafter furnish in writing to the other parties. All
\nsuch notices and other communications shall be deemed given on the date received
\nby the addressee.<\/p>\n

Assuming Institution<\/u><\/strong><\/p>\n

UNION BANK, N.A.<\/p>\n

400 California Street<\/p>\n

San Francisco, California 94104<\/p>\n

40<\/p>\n

\n

<\/p>\n

Attention: John F. Woods, Vice Chairman & Chief Financial Officer<\/p>\n

Copy to: Jon Nakamura, VP & Compliance Counsel<\/p>\n

Receiver and Corporation<\/u><\/strong><\/p>\n

Federal Deposit Insurance Corporation,<\/p>\n

Receiver of Frontier Bank<\/p>\n

1601 Bryan Street, Suite 1700<\/p>\n

Dallas, Texas 75201<\/p>\n

Attention: Settlement Manager<\/p>\n

and with respect to notice under Article XII:<\/strong><\/p>\n

Federal Deposit Insurance Corporation<\/p>\n

Receiver of Frontier Bank<\/p>\n

40 Pacifica<\/p>\n

Irvine, CA 92618<\/p>\n

Attention: Managing Counsel<\/p>\n

13.8<\/strong> Manner of Payment<\/u><\/strong>. All payments
\ndue under this Agreement shall be in lawful money of the United States of
\nAmerica in immediately available funds as each party hereto may specify to the
\nother parties; provided<\/u>, that<\/u> in the event the Receiver or the
\nCorporation is obligated to make any payment hereunder in the amount of
\n$25,000.00 or less, such payment may be made by check.<\/p>\n

13.9<\/strong> Costs, Fees and Expenses<\/u><\/strong>.
\nExcept as otherwise specifically provided herein, each party hereto agrees to
\npay all costs, fees and expenses which it has incurred in connection with or
\nincidental to the matters contained in this Agreement, including without
\nlimitation any fees and disbursements to its accountants and counsel;
\nprovided<\/u>, that<\/u> the Assuming Institution shall pay all fees, costs
\nand expenses (other than attorneys153 fees incurred by the Receiver) incurred in
\nconnection with the transfer to it of any Assets or Liabilities Assumed
\nhereunder or in accordance herewith.<\/p>\n

13.10<\/strong> Waiver<\/u><\/strong>. Each of the Receiver,
\nthe Corporation and the Assuming Institution may waive its respective rights,
\npowers or privileges under this Agreement; provided<\/u>, that<\/u> such
\nwaiver shall be in writing; and<\/u> further<\/u> provided<\/u>,
\nthat<\/u> no failure or delay on the part of the Receiver, the Corporation or
\nthe Assuming Institution to exercise any right, power or privilege under this
\nAgreement shall operate as a waiver thereof, nor will any single or partial
\nexercise of any right, power or privilege under this Agreement preclude any
\nother or further exercise thereof or the exercise of any other right, power or
\nprivilege by the Receiver, the Corporation, or the Assuming Institution under
\nthis Agreement, nor will any such waiver operate or be construed as a future
\nwaiver of such right, power or privilege under this Agreement.<\/p>\n

41<\/p>\n

\n

<\/p>\n

13.11<\/strong> Severability<\/u><\/strong>. If any provision
\nof this Agreement is declared invalid or unenforceable, then, to the extent
\npossible, all of the remaining provisions of this Agreement shall remain in full
\nforce and effect and shall be binding upon the parties hereto.<\/p>\n

13.12<\/strong> Term of Agreement<\/u><\/strong>. This
\nAgreement shall continue in full force and effect until the tenth (10th)
\nanniversary of Bank Closing; provided<\/u>, that<\/u> the provisions of
\nSection 6.3 and 6.4 shall survive the expiration of the term of this Agreement;
\nand provided further<\/u>, that the receivership of the Failed Bank may be
\nterminated prior to the expiration of the term of this Agreement, and in such
\nevent, the guaranty of the Corporation, as provided in and in accordance with
\nthe provisions of Section 12.7 shall be in effect for the remainder of the term
\nof this Agreement. Expiration of the term of this Agreement shall not affect any
\nclaim or liability of any party with respect to any (i) amount which is owing at
\nthe time of such expiration, regardless of when such amount becomes payable, and
\n(ii) breach of this Agreement occurring prior to such expiration, regardless of
\nwhen such breach is discovered.<\/p>\n

13.13<\/strong> Survival of Covenants,
\nEtc<\/u><\/strong>.<\/strong> The covenants, representations, and
\nwarranties in this Agreement shall survive the execution of this Agreement and
\nthe consummation of the transactions contemplated hereunder.<\/p>\n

[Signature Page Follows]<\/strong><\/p>\n

42<\/p>\n

\n

<\/p>\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be executed by their duly authorized representatives as of the date
\nfirst above written.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

FEDERAL DEPOSIT INSURANCE CORPORATION,<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

RECEIVER OF FRONTIER BANK<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

EVERETT, WASHINGTON<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

BY:<\/p>\n<\/td>\n

\n

\/s\/ Cathleen L. Powers<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

NAME: Cathleen L. Powers<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

TITLE: Receiver In Charge<\/p>\n<\/td>\n<\/tr>\n

\n

Attest:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ Thomas A. Blossom<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

FEDERAL DEPOSIT INSURANCE CORPORATION<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

BY:<\/p>\n<\/td>\n

\n

\/s\/ Cathleen L. Powers<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

NAME: Cathleen L. Powers<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

TITLE: Attorney In Fact<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Attest:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ Thomas A. Blossom<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

UNION BANK, N.A.<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

BY:<\/p>\n<\/td>\n

\n

\/s\/ John F. Woods<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

NAME: John F. Woods<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

TITLE: Vice Chairman & Chief Financial Officer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Attest:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ Jon Nakamura<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

43<\/p>\n

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