PURCHASE AND ASSUMPTION AGREEMENT 


WHOLE BANK 


ALL DEPOSITS 


AMONG 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


RECEIVER OF BANK OF WAUSAU, 


WAUSAU, WISCONSIN 


FEDERAL DEPOSIT INSURANCE CORPORATION 


and 


NICOLET NATIONAL BANK 


DATED AS OF 


AUGUST 9, 2013 


Whole Dank w/ Optional Commercial Shared-Loss Ag!'ee ment Dank of Wausau 

Version 5.3- PuRCHASE AND ASSUMI'TtON AGREEMENT \Vausau. Wisconsin 

Jul y 19.2013 
PURCHASE AND ASSUMPTION AGREEMENT 


TABLE OF CONTENTS 


6.3 Preservation of Records .......................................... 3 1
 ARTICLE I. GENERAL ................•...........•...........•.......! 


1.1 	 Purpose ................... .................................................. 1 


1.2 	 Shared-Loss Agreement.. .......................................... 1 


1.3 	 Defined T erms .... ... ................................................... 2 


2.1 	 Liabilities Assumed by Assuming l nstitution......... lO 


2.2 	 Interest on Deposit L iabilities ................................. I I. 


2.3 	 Unclaimed Deposits ................................................ 12 


2.4 	 E mployee Plans .. .. .. .. .............................................. I 2 


ARTICLE TTl. PURCHASE OF ASSETS...................... 12 


3..1 	 Assets Purchased by the Assuming Institution ....... 12 


3.2 	 Asset Purchase Price ............................................... l3 


3.3 	 Manner of Conveyance; Limited Warranty ; 

Nonrecourse; Etc ................................................. ... I4 

3.4 	 Puts of Assets to the Receiver. ................................ I4 


3.5 	 Assets Not Purchased by Assum ing Institution ...... I 6 


3.6 Retenti on or Repurchase of Assets Essential to 


Receive r .................................................................. 18 


3.7 	 Receiver's Offer to Sell Withheld Loans ................ l9 


ARTICLE I V. ASSUMPTION OF CERTAIN DUTIES 


AND OBLIGATIONS.........................................................20 


4. 1 Continuation of Banking Business .... .................... ....... 20 


4 .2 	 Credit Card Business .............................................. 20 


4.3 	 Safe Deposit Bus iness .............................................20 


4.4 	 Safekeeping Bus iness ............................................. 2 1 


4.5 	 Trust Business ......................................................... 2 1 


4.6 	 B ank Pre mises .. .. .................................................... 2 1 


4.7 	 A greeme nt with Respect to Leased Data 


Manage ment Equipment ......................................... 25 


4 .8 	 Certain Existing Agreeme nts .................................. 26 


4.9 	 Informational Tax Re porting ..................................27 


4.10 	 lnsurance ............. .................................................... 27 


4 .11 	 Oft1ce Space for Receiver and Corporation; Certain 


Pay ments ................................................................. 28 


4.12 	 Continuation of Group Health Plan Coverage for 


Former Employees of the Failed B ank ................... 28 


4. 13 	 Inte rim Asset Servicing .......................................... 30 


4. 14 	 [RESERVED] ...... ................................................... 30 


4. I 5 	 Loss Sharing ........................................................... 30 


ARTICLE V. DUTIES WITH RESPECT TO 


DEPOSITORS OF THE FAILED BANK ........................ 30 


5.1 	 Payment of Checks, Drafts, Orde rs and Deposits ...30 


5.2 	 Certain Agreements Related to Deposits ................ 30 


5.3 	 Notice to Depos itors ............................................... 30 


ARTICLE VI. RECORDS ..............................................31 


6.1 	 Transfer o fRecords .. .. ............................................ 3 1 


6.2 	 Transfer of Assigned Records ................................. 3 1 


Whol e Bnnk w/ Opti onal Commercial Sht~rcd l..oss Agreement 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT 


July 19,2013 


6.4 Access to Records; Copies .. .. ................................. 32 


6.5 Right of Receiver or Corporation to Audit.. ........... 32 


ARTICLE VIII. BID; INITIAL PAYMENT ................... 32 


ARTICLE Vlll. ADJUSTMENTS .................................... 33 


8.1 	 Pro Forma Statement. ............................................. 33 


8.2 	 Correction ofErrors a nd Om issi-o ns; Other 


Liabil ities ................................................................ 33 


8.3 	 Pay me nts ................................................................ 34 


8.4 	 Interest. ................................................ ................... 34 


8.5 	 Subsequent Adjustments ........................................ 34 


ARTI CLE IX. CONTINUING COOPERATION ........ 34 


9. 1 General Matte rs ...................................................... 34 


9.2 Additional Title Documents ................................... 34 


9.3 Claims and Suits ..................................................... 34 


9.4 	 Pay me nt of Deposits ............................................... 35 


9.5 	 Withheld Payments ................................................ 35 


9.6 	 Proceedings with Respect to Certain Assets and 


Liabilities .............................................. ........ .... ...... 35 


9.7 	 Information ............................................................. 36 


9.8 	 Tax Ruling ........................ ............ ............ .............. 36 


ARTICLE X. CONDITION PRECEDENT ................. 36 


ARTICLE XI. REPRESENTATIONS AND 


WARRANTIES OF THE ASSUMING INSTITUTION. 37 


11.1 Corporate Existence and Authority ........................ 37 


11.2 Third Party Consent .... ........................ ................... 37 


11.3 Execution and Enforceability .. .. .. .. .. .... .. .......... .. ..... 37 


11.4 Compliance with Law ..... ........ ................ ............... 37 


I 1.5 Insured or Guaranteed Loans ................................. 37 


11.6 Representations Remain True ... ............................. 38 


11.7 No Reliance; Independent Advice .......................... 38 


ARTI CLE XII INDEMNIFICATION ........................... 38 


12. 1 Indemni ficatio n oflndemnitees.............................. 38 


12.2 Co nditions Precedent to Indemnification .. .. ........... 4 1 


12.3 No Additional Warranty ......................................... 42 


12.4 Indemnification of Receiver and Corporation ........ 42 


12.5 Obligatio ns Supp le mental ...................................... 42 


I2.6 Criminal Claims .. ............ ............ ............ ............... 43 


12.7 Limited Guaranty of the Corporation ..................... 43 


I2.8 Subrogation ............................................................ 43 


ARTICLE XIII. MISCELLANEOUS............................... 43 


13. 1 Expenses ................. .. ...... .. ...................................... 43 


13.2 Waiver of Jury Trial ........ ........ .... ............ ..... .......... 43 


13.3 Consent; Determination or Di scretion .................... 43 


Bank ofWausau 

\Vausau. Wisconsin 
13.4 Rights Cumulative .................................................. 44 13.11 Modification ........................................................... 45 


13.5 References ...... .... ..................... ............ ................... 44 13. 12 Manner of Payment ................................................ 46 


13.6 Notice ............................................... ....................... 44 13.13 Waiver .................. .. .. .................... .... ............ .... ...... 46 


13.7 Entire Agreement .................................................... 45 13.14 Severability .............................. .... .......................... 46 


13.8 Counterparts ..................................... ....................... 45 13. 15 Te rm of Agreement ................................................ 46 


13.9 Governing Law ................ .. .......... ........................... 45 13. 16 Survival of Covenants, Etc ........ ........................... .. 46 


13.10 Successors ............................................................... 45 


SCHEDULES 

Page 


Excluded Deposit Liabi lity Accounts ................................................................................................ Sc hedule 2. l (a) 48 


Purchase Price of Assets or any other assets .......................................................................................... Schedule 3.2 49 


Excluded Securities ................................................ ............................................................................ Schedule 3.5(1) 5 1 


Bank Premises in Underscrved Areas ................................... ............. ............................................... Schedule 4.l ( b) 52 


Data Retention Catalog .......................................................................................................................... Schedule 6.3 55 


Accounts Excluded from Calculation of D eposit Franchise Bid Premium ............................................... Schedule 7 57 


EXHIBITS 

Page 


Final Legal Notice .......................................................................................... ............ ............................ Exhibit 2.3A 6 1 


Affidavi t ofMail ing ........................................................................... ........................ ............................ Exhibit 2.3B 63 


Valuati on ofCertain Qualified Financia l Contracts .............................................................................. Exh ibit 3.2(c) 64 


Interim Asset Servicing Arrange ment. ................... ................................ ........ ............ ................ ............ . Exhibit 4. 13 66 


Comme rcia l Shared-Loss Agreement ............................................................ ............ .......................... Exh ibit 4. 15B I 


Whol e Bnnk w/ Opt ional Commerci al Shared-Loss Agrce 111ent II Bank of W ausau 

Versi on 5 .3- PuRCHASE AND ASSUMPTION AGREEMENT \Vausau, \V isconsin 

July 19.2013 
PURCHASE AND ASSUMPTION AGREEMENT 

WHOLE BANK 

ALL DEPOSITS 

THIS AGREEMENT, made and entered into as of the 9111 day of August, 2013, by and 

among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of BANK 

OF WAUSAU, WAUSAU, WISCONSIN (the "Receiver"), NICOLET NATIONAL BANK, 

organized under the laws of the United States of America, and having its principal place of 

business in Green Bay, Wisconsin (the "Assuming Institution"), and the FEDERAL 

DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of 

America and having its principal office in Washington, D.C., acting in its corporate capacity (the 

"Corporation"). 

RECITALS 

A. On the Bank Closing Date, the Chartering Authority closed Bank of Wausau (the "Failed 

Bank") pursuant to applicable law and the Corporation was appointed Receiver thereof. 

B . The Assuming Institution desires to purchase certain assets and assume certa in deposits 

and other liabil ities of the Failed Bank on the terms and conditions set forth in this Agreement. 

C. Pursuant to 12 U.S.C. § 1823(c)(2)(A), the Corporation may provide assistance to the 

Assuming Institution to facilitate the transactions contemplated by thi s Agreeme nt, which 

assistance may include indemnification pursuant to Article XII. 

D. The Board of Directors of the Corporation (the "Board") has determined to provide 

assistance to the Assuming Institution on the terms and s ubj ect to the conditions set forth in thi s 

Agreement. 

E. The Board has determined pursuant to 12 U.S.C. § 1823(c)(4)(A) that such assistance is 

necessary to meet the obligation of the Corporation to provide insurance coverage for the insured 

deposits in the Failed Bank and is the least costly to the deposit insurance fund of a ll possible 

methods for meeting such obligation. 

NOW, THEREFORE, in consideration of the mutual promises herein set forth and other 

valuable consideration, the parties hereto agree as follows: 

AGREEMENT 

ARTICLE I. GENERAL. 

1.1. Purpose. The purpose of thi s A greement is to set forth requirements regarding, 

among other things, the terms and conditions on which the Assuming Institution purchases 

certain assets and assumes certain liabilities of the Failed Bank. 

1.2. Shared-Loss Agreement. If the Receiver and the Assuming Institution desire to 

share losses and recoveries on certain acquired assets, a Shared-Loss Agreement is attached 

hereto as Exhibit 4.15B and will govern the terms of any such shared-loss arrangement. To the 

Whol e Bnnk w/ Opti onal Commercial Sht~rcd Loss Agreement Bank ofWausnu 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.2013 
extent that any inconsistencies may arise between the terms of this Agreement and the SharedLoss Agreement with respect to the subject matter of the Shared-Loss Agreement, the terms of 

the Shared-Loss Agreement shall control. 

1.3. Defined Terms. Capitalized terms used in this Agreement shall have the 

meanings set forth or referenced in this Section 1.3. As used herein, words imparting the 

singular include the plural and vice versa. 

"Accounting Records" means the general ledger and subsidiary ledgers and supporting 

schedules which support the general ledger balances. 

"Acquired Subsidiary" or "Acquired Subsidiaries" means one or more, as applicable, 

Subsidiaries of the Fai led Bank acquired pursuant to Section 3. 1. 

"Affiliate" of any Person means any director, officer, or employee of that Person and any 

other Person (i) who is directly or indirectly controlling, or controlled by, or under direct or 

ind irect common control w ith, such Person, or (ii) who is an affiliate of such Person as the term 

"affiliate" is defined in § 2(k) of the Bank Holding Company Act of 1956, as amended, 

12 U.S.C. § 1841. 

"Agreement" means this Purchase and Assumption Agreement by and among the 

Assuming Institution, the Corporatio n and the Receiver, as amended or otherwise modified from 

time to time. 

"Assets" means all assets of the Failed Bank purchased pursuant to this Agreement. 

Assets owned by Subs idiaries of the Failed Bank are not "Assets" within the meaning of this 

definition by virtue of be ing owned by such S ubs idiaries. 

"Assumed Deposits" means Deposits. 

"Assuming Institution" has the meaning set fo rth in the introduction to this Agreement. 

"Bank Closing Date" means the close of business of the Failed Bank on the date on 

which the Chartering Authority closed such institution. 

"Bank Premises" means the banking buildings, drive-in banking facilities, teller 

facilities (staffed or automated), storage and service facilities, structures connecting remote 

faciliti es to banking houses, land on which the foregoing are located and unimproved land, 

together with any adjace nt parking, that are owned or leased by the Failed Bank and that have 

formerly been utilized, are c urrentl y utilized, or as of the Bank Closing Date, are intended to be 

utilized in the future by the Failed Bank as shown on the Failed Bank Records. 

"Bank Premises Surrender Date" means, with respect to each specific Bank Premises, 

the date selected by the Ass uming Institution to surrender such Bank Prem ises to the Receiver, 

which date shall be no later than the first day after the Receiver is satisfied that all of the 

conditions for sunender of such Bank Premises set forth in this Agreement have been met; 

provided that, unless otherwise provided in this Agreement, such date shall not be more than 150 

days after the Bank C losing Date. 

"Bid Amount" has the meaning set forth in Article VII. 

Whol e Bnnk w/ Opti onal Commercial Sht~rcd Loss Agreement 2 Bank ofWausnu 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.2013 
"Bid Form" means Exhibit "A" to the bid instructions provided to the Assuming 

Institution. 

"Bid Valuation Date" means May 10, 2013. 

"Board" has the meanin g set fort h in Recital D. 

"Book Value" means, with respect to an y Asset and any Liability Ass umed , the dollar 

amount th ereof stated on the Failed Bank Records. The Book Valu e of any item shall be 

determined as of the Bank C losing Date after adjustments made by the Receiver for differences 

in accounts, suspense item s, unposted debits and credits and other similar adjus tments or 

corrections and fo r setoffs, whether volu ntary or involuntary. The Book Value of an Acquired 

Subsidiary shall be determined from the in vestment in subsidiary and related accounts on the 

" bank only" (unconsolidated) balance sheet of the Failed Bank based on the Equity Method of 

Accounting. Without limitin g the generality of the fo regoing, (i) the Book Value of a Liability 

Assumed shall include all accrued and unpaid interest th ereon as of the Bank Clos ing Date, and 

(ii) the Book Value of a Loan shall reflect adjustments for earned interest, or unearned interest 

(as it relates to the " rule of 78s" or add-on-interest loans, as applicable), if an y, as of the Bank 

Closing Date, adjustments for th e portion of earned or unearned loan-related credit life and/or 

disability insurance premiums, if any, attributable to the Failed Bank as of th e Bank Closing 

Date, and adjustments fo r Failed Bank Advances, if any, in each case as determined for fi nancial 

reporting purposes. The Book Value of an Asset shall not include any adjustment for loan 

premiums, di scounts or an y related defened income, fees or expenses, or general or specific 

reserves on the Failed Bank Records. 

"Business Day" means a day other than a Saturday, Sunday, Federal legal holiday or 

legal ho liday under the laws of the State where the Failed Bank is located , or a day on which the 

principal office of the Corporation is closed. 

"Chartering Authority" means (i) with respect to a natio nal bank, a Federal savings 

association or savings bank, the Office of the Comptroller of the Currency, (ii) with respect to a 

bank or savings institution c hartered b y a State, the agency of such State char ged with primary 

responsibility for regulating and/or closing banks or savings institutions, as the case may be, (iii) 

the Corp oration in accordance with 12 U.S .C. § 182 l (c)(4), with regard to self-appo intment, or 

(iv) the appropriate Federal banking agency in accordance with 12 U.S.C. § 182l(c)(9) . 

"Commitment" means the unfunded portion of a line of credit o r other commitment 

reflected on the books and records of the Failed Bank to make an ex tension of cred it (or 

additional ad vances with res pect to a Loan) that was legally binding on the Failed Bank as of the 

Bank C losing Date, other than extensions of credit pursuant to the credit card business and 

overdraft protection plans of the Failed Bank, if any. 

"Corporation" has the meaning set forth in the introduction to thi s Agreement. 

"Counterclaim" has the meaning set forth in Section 12.l(b). 

"C redit Documents" means the ag reements, instruments, certificates or other documents 

at any time evidencing or otherwise relating to, governing or executed in connection with or as 

security for, a Loan, including without limitation notes, b onds, loan agreements, letter of credit 

applications, lease fi nanci ng contracts, banker 's acceptances, drafts, interest protection 

agreements, currency exchange ag reements, repurchase agreements, reverse repurchase 

Whol e Bnnk w/ Optional Commercial Sht~rcd LOSS Agreement 3 Bank ofW ausnu 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.2013 
agreements, guarantees, deeds of trust, mortgages, assignments, security agreements, pledges, 

subordination or priority agreements, lien priority agreements, undertakings, security 

instruments, certificates, documents, legal opinions, participation agreements and intercreditor 

agreements, and all amendments, modifications, renewals, extens ion s, rearran gements, and 

substitutions with respect to any of the foregoing. 

"Credit File" means all Credit Documents and all other credit, collateral or in surance 

documents in the possession or custody of the Ass uming Instituti o n, or any of its Subsidi aries or 

Affiliates, relating to an Asset or a Loan included in a Put Notice, or copies of any such 

docu ments. 

"Deposit" means a deposit as defined in 12 U.S.C. § 1813(1), including without 

limitatio n, outstanding cashier's checks and other official checks and all uncollected items 

included in the depositors' balances and credited on the books and records of the Failed Bank; 

pro vided that the term "Deposit" shall not include all or any portion of those deposit balances 

which, in the discretion of the Receiver or the Corporation, (i) may be required to satisfy it for 

any liquidated or contingent liability of any depositor ari sing from an unauthori zed or unl awful 

transaction, or (ii) may be needed to provide payment of any liability of any depositor to the 

Failed Bank or the Receiver, including the liability of any depositor as a director or officer of the 

Failed Bank, whether or not the amount of the liability i s or can be determined as of the Bank 

C losing Date. 

"Deposit Secured Loan" means a Joan in which the onl y collateral securing the Joan is 

Assumed Deposits or deposits at other insured depository institutions. 

"Electronically Stored Information" means an y system backup tapes, any electronic 

mail (whether on an exchange or other similar system), any data on personal computers and any 

data on server hard drives. 

"Eligible Individuals" has the meaning set fo rth in Sectio n 4. 12 . 

"Eligible Overdraft" means an overdraft that (1 ) was in existence on the Bank Closing 

Date with (2) a balance of greater th an $500, and (3) was not made pursuant to an overdraft 

protection plan or similar ex tensio n of credit."Equity Method of Accounting" m eans the 

carrying value of a bank's investment in a subsidiary is originally recorded at cost but is adjusted 

periodically to record as income the bank's proportionate share of the s ubsidiary' s earnings or 

losses and decreased by the amount of cash div idends or simjlar distributions receiv ed fro m the 

subsidi ary. Acquired Subsidi aries with negative equity will be restated to $1 pursuant to the 

Equity Method of Accounting. 

"ERISA" has the meaning set forth in Section 4. 12 . 

"Failed Bank" has the mean ing set forth in Recital A. 

"Failed Bank Advances" means the total sums paid by the Failed Bank to (i) protect its 

lie n positi on, (ii) pay ad valorem taxes and hazard insurance and (iii ) pay premiums for credit 

life insuran ce, accident and h ealth insurance and vendor' s single interest insurance. 

"Failed Bank Assessment Area" means the most recent Community Reinvestment Act 

("CRA") assessment area of the Failed Bank reflected in the Information Package. 

Whol e Bnnk w/ Optional Commerci al Sht~r l..oss Agreement 4 Bank ofWausnu 

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Jul y 19.2013 
"Failed Bank Records" means Records of the Failed Bank, including but not limited to, 

its corporate minutes, general ledger and subsidiary ledgers and schedules which support the 

general ledger balances. 

"Fair Market Value" means: 

(a) "Market Value" as defined in the regulation prescribing the standards for real 

estate appraisals used in federally related transactions, 12 C .F.R. § 323.2(g), and a·ccordingly 

shall mean the most probable p rice whic h a property should bring in a competitive and open 

market under all conditi ons requis ite to a fair sale, the buyer and sell er each actin g prudently and 

knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this 

definition are the assumed cons ummation of a sale as of a specified date and th e passing of title 

fro m seller to buyer under conditio ns whereby: 

(i) Buyer and seller are typically motivated; 

(ii) Both parties are well informed or well adv ised, a nd acting in what they 

consider their own be st interests; 

(iii) A reasona ble time is allowed for exposure in the o pe n market; 

(iv) Payment is made in terms of cash in U.S. dollars o r in terms of financial 

arrangements comparable thereto; and 

(v) The price represents the normal consideration for the property sold 

unaffected by special o r creati ve financing or sales concessions granted by anyo ne 

assoc iated with the sale; 

as determined as of the Ba nk Closi ng Date by a n appraiser chosen by the Receiver; any costs and 

fees associated with such determination shall be paid by the Receiver, and 

w ith respect to Bank Premises (to the extent, if any, that Bank Premises are purchased utili zing 

this valuation method), shall be determined not later than sixty (60) days after the Bank Closing 

Date by an appraiser selected by the Receiver within seve n (7) days after th e Bank Closing Date, 

and with respect to Specialty Assets, shall be determ ined by an appraise r selected by the 

Receiver within seven (7) days after the Bank Closing Date; or 

(b) with respect to property other th an Bank Premises and Specialty Assets purchased 

utili zing thi s valu ation method, th e price therefor as esta blished by th e Receiver, as determined 

in accordance with clause (a) above. 

"FDIC Office Space" has the meaning set forth in Section 4.1 1. 

"Final Legal Notice" has the meanin g set forth in Section 2.3(a). 

"Fixtures" means those leasehold improvements, additions, alterations and installations 

constituting all or a part o f Bank Premises (including without limitation automated teller 

machines that are affixed to a Bank Premises and may be not re moved without caus ing stru ctural 

damage to s uch Bank Premises) and which were acq uired, added, built, installed or purchased at 

the expense of the Failed B ank, regardl ess of the holder of legal title thereto as of the Bank 

Closing Date. 

Whol e Bnnk w/ Opti onal Commerci al t~rcd ss Agreement 5 Bank ofWausnu 

V ersio n 5 .3 - PuRCHASE AND A SSUMPTION AGREEMENT \Vausau. Wisconsin 

Jul y 19.20 13 
"Furniture and Equipment" means the furniture and equipment (other than Safe 

Deposit Boxes, Personal Computers, Owned Data Management Equipment, Specialty Assets and 

motor ve hicles) , leased or owned by the Failed Bank and reflected o n the Failed Bank R ecords as 

of the Bank Closing Date and located on o r at Ba nk Premises, incl uding w ithout limitation 

automated teller machines (to the extent they are not Fixtures), carpeting, furniture, office 

machinery, shelving, office s upplies, telephone, surveillance and security systems, ancillary 

equipme nt and artwork. Furniture and equipment located at a storage facility not adjacent to a 

Bank Premises are excluded from this definition . 

"GSE" means a governme nt sponsored enterpri se. 

"Indemnitees" mean s, except as provided in Section 12.l(b)(xi), (i) the Assuming 

In stitution, (ii) the Subsidi aries and Affiliates of the Assuming Institution other than any 

Subsidiaries or Affi liates of the Failed Bank that are or become Subsidiaries or Affiliates of the 

Assuming Institution and (iii) the directors, officers, employees and agents of the Ass uming 

Institution and its Subsidiaries and Affiliates who are not also present or former directors, 

officers, e mployees or agents of the Failed Bank or of any Subsidiary or Affiliate of the Failed 

Bank. 

"Information Package" means the most recent c ompilation of financial and other data 

with respect to the Failed Bank, including any ame ndme nts or supplements ther eto, p rovided to 

the Assuming Institution by the Corporation on the web site used by the Corporation to market 

the Failed Bank to potential acquirers. 

"Initial Payment" means the payment made pursuant to Art icle VH (based o n the best 

information avai lable as of the Bank Closing Date), the a mount of which shall be either (i) if the 

Bid Amount is positive, the aggregate Book Value of the Liabilities Ass umed minus the sum of 

the aggregate purc hase price of the Assets as determined pursuant to Sectio n 3.2 and assets 

pu rchased (including any Bank Premises purchased via the Bid Form) and the positi ve Bid 

Amount, or (ii) if the Bid Amount is negative, the s um of the aggregate Book Value of the 

Liabilities Assumed and the negative Bid Amount minus the aggregate purchase price of the 

Assets and assets purchased (includi ng any Bank Premises purchased via the Bid Form). The 

Initial Payment shall be payable by the Corporatio n to the Assuming Institution if (i) the 

Liabilities Assumed are greater than the sum of the positive Bid Amoun t and the Assets and any 

other assets purchased , or if (ii) the sum of the Liabilities Assumed and the negative Bid 

A moun t are greater than the Assets and assets purchased . The Initial Payment shall be payable 

by the Assuming Institution to the Corporation if (i) the Liabilities Assumed are less than th e 

sum of the positive Bid Amount and the Assets and assets purchased, or if (ii) the sum of the 

Liabilities Assumed and the negative Bid Am ount is less than the Assets a nd assets purchased . 

Such Initial Payme nt shall be subject to adjustment as provided in Article VIII. 

"Leased Data Management Equipment" mean s any equipment, computer hardware, 

computer software (and the lease or licensing agreements related thereto), computer networking 

equipme nt, printers, fax machines, copiers, document scanners, data tape systems, data tapes, 

DVDs, CDs, flash drives, telecommuni cations a nd check processing equipment and any othe r 

electronic storage media leased by the Failed Bank at Bank Closing which is, was, or could have 

been used by the Failed Bank in connection with data man agement activities. 

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Jul y 19.2013 
"Legal Balance" means the amount of indebtedness legally owed by an Obligor with 

respect to a Loan, including principal and accrued and unpaid interest, late fees, attorneys ' fees 

and expenses, taxes, insurance premiums, and similar charges, if any. 

"Liabilities Assumed" has the meanin g provided in Section 2. 1. 

"Lien" means any mortgage, lien, pledge, charge, assignment for security purposes, 

security interest or encumbrance of any kind with respect to an Asset, including any conditional 

sale agreement or capital lease or other title retenti on ag reement relatin g to such Asset. 

"Loan" or "Loans" means, individually or collectively, all of the following o wed to or 

held by the Failed Bank as of the Bank Closing Date: 

(a) loans (including loans which have been charged off the Failed Bank 

Records in whole or in part prior to and including the Bid Valuatio n Date), parti cipation 

agreements, interests in participations, overdrafts of custom ers (including but not limited 

to overdrafts made pursuant to an overdraft protection plan or similar extensio ns of credit 

in co nnection with a deposit account), revolving commercial lines of credit, ho me equity 

lines of credit, Commitments, Un ited States and/or State-guaranteed student loans and 

lease financing contracts; 

(b) all Lie ns, rights (including rights of set-off), remedies, powers, privileges, 

demands, claims, priorities, equities and benefits owned or held by, or accruing or to 

accrue to or for the benefit of, the holder of th e obligations or instrum ents referred to in 

clause (a) above, including but not limited to those arising under or based upon Credit 

Documents, casualty ins urance policies and binders, standby letters of credit, mortgagee 

title ins urance policies and binders, payment bonds and performance bonds at any time 

and fro m time to tim e existing with respect to any of the obligations or in struments 

referred to in clause (a) above; and 

(c) all amendments, modifications, re newals, extensions, refin ancin gs and 

refundings of or for any of the foregoing . 

"New Loan" means a Loan made b y the Failed B ank after the Bid Valuation D ate that is 

not a continuation, amendment, modification, renewal, extension, refinancing, restructuring or 

refunding of or for any then-existing Loan. 

"Obligor" means each Person liable fo r the fu ll or parti al payment or performa nce of any 

Loan, whether such Person is obligated directly, indirectly, primarily, secondaril y, jointly or 

severally. 

"Other Real Estate" means all interests in real es tate (oth er th an Bank Premises and 

Fixtures), including but not limited to min eral estates, leasehold ri ghts, condominium and 

cooperative interests, easements, air rights, water rights, and development rights that are owned 

by the Failed Bank. 

"Owned Data Management Equipment" means any equipment, computer hardware, 

computer software, computer networking equip ment, printers, fax machines, copiers, document 

scanners, data tape systems, data tapes, DVDs, CDs, tlash dri ves, telecommunications and check 

processing equipment and any other electronic storage media owned by the Failed Bank at Bank 

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Closing which is, was, or coul d have been used by the Fai led Bank in connection with data 

management activities. 

"Payment Date" means the first Business Day after the Bank Closing Date. 

"Person" means a ny indi vidual, corporation, partnership , joint venture, association, 

limited liability company , limited liability partnership, joint-stock company, trust, 

unincorporated organization, or government or any agency or political subdivision thereof, 

excluding the Corporation. 

"Personal Computer(s)" means computers based on a microprocessor generally 

designed to be used by o ne person at a time a nd which usu all y store informatio nal data o n that 

computer's intern al hard dri ve or attached peripheral, and associated peripherals (such as 

keyboard, mouse, etc.). A personal computer can be fo und in various configurations such as 

laptops, net books, and desktops. 

"Primary Indemnitor" means any Perso n (other than the Assuming Institution or any of 

its Affiliates) who is obligated to indemnify or insure, or otherwise make payments (i ncluding 

payments on account of clai ms made agai nst) to or on behalf of any Person in connection with 

the claims covered u nder Article XII, including without limitation any insurer issuing any 

directors and officers li ability policy or any Person issuing a financial institution bond or 

banker's blanket bo nd. 

"Pro Forma" means a balance sheet that reflects a reaso nably accurate fina ncial 

state ment of the Failed Bank through the Bank Closing Date and serves as a bas is for the 

opening entries of both the Assuming Institution and the Receiver. 

"Proprietary Software" means computer software developed for and ow ned by the 

Failed Bank for its own purpose and use. 

"Put Date" has the meaning set forth in Section 3.4(d). 

"Put Notice" has the meaning set forth in Section 3.4(c). 

"Qualified Beneficiaries" has the meanin g set forth in Section 4. 12. 

"Qualified Financial Contract" means a qualified financial contract as defined in 12 

U.S.C. § 182 l (e)(8)(D). 

"Record" means any document, microfiche, microfilm or Electronically Stored 

Information (including but not limited to magnetic tape, disc storage, card forms and printed 

copy) of the Fai led Bank generated or mai ntained by the Failed Bank that is owned b y or in the 

possession of the Receiver at the Bank Closing Date. 

"Receiver" has the meaning set forth in the introduction to thi s Agreement. 

"Related Liability" with respect to any Asset means any li abi lity existing and reflected 

on the Fai led Bank Records as of the Bank Closing Date for (i) indebtedness secured by 

mortgages, deeds of trust, ch attel mortgages, security interests or other liens on or affecting such 

Asset, (ii) ad valorem taxes applicable to such Asset and (iii) any other obligation determined by 

the Receiver to be directly related to such Asset. 

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"Related Liability Amount" with respect to any Related Liability on the books of the 

Assuming Institution, means the amount of such Related Liability as stated on the Failed Bank 

Records of the Assumi ng Institution (as maintained in accordance with generally accepted 

accountin g principles) as of the date as of whi ch the Related Liability Amount is being 

determined. With respect to a liability that relates to more than one Asset, the amount of such 

Related Liability shall be allocated among such Assets for the purpose of determining the 

Related Liability Amount with respect to any one of such Assets. 

Such allocation shall be made by specific allocation, where determinable, and otherwise 

shall be pro rata based upon the dollar amount of such Assets stated on the Failed Bank Records 

of the entity that owns such Asset. 

"Repurchase Price" means, with respect to any Asset, first takin g the Book Value of the 

Asset at the Bank C losing Date and either subtracting the pro rata Asset discount or adding the 

pro rata Asset premium, and subsequently adjusting that amount (i) for any advances and interest 

on such Asset after the Banik Closing Date, (ii) by subtracting the total amount received by the 

Assuming In stitution for such Asset after the Bank Closing Date, regardl ess of how applied and 

(iii) by adding total disbursements of principal made by the Receiver not otherwise included in 

the Book Value. For New Loans, De posit Secured Loans and Eligible Overdrafts put back to the 

Receiver under Section 3.4, the Repurchase Price shall not take into account th e pro rata Asset 

discount or premium. The Re purchase Price fo r Eligible Overdrafts shall include adjus tments for 

credits or deposits received after the Bank Closing Date and prior to the date of the p ut back. 

"Safe Deposit Boxes" means the safe deposit boxes of the Failed Bank, if any, including 

the removable safe depos it boxes and safe deposit stacks in the Fai led Bank's vault(s), all rights 

and benefits under rental agreements with respect to such safe deposit boxes, and all keys and 

combinations thereto. 

"Settlement Date" means the first Busi ness Day immedi ately prior to the day which is 

three hundred sixty-five (365) days after the Bank Closing Date, or such other date prior thereto 

as may be agreed upon by the Receiver and the Ass uming Institution. The Receiver, in its 

disc retion, may extend the Se ttlement Date. 

"Settlement Inter est Rate" means, for the first calendar quarter or portion thereof during 

which interest accrues, th e rate determined by the Receiver to be equal to the investme nt rate on 

twenty-six (26)-week United States Treasury Bills as published o n the Bank Closing Date by the 

United States Treasury on the TreasuryD irect.gov website; p rovided, that if no such Investment 

R ate is publis hed the week o f the Bank Closing Date, the in vestment rate for such Treasury Bill s 

most recentl y published by the United States Treasury on TreasuryDirect. gov prior to the Bank 

Closing Date shall be used. Thereafter , the rate shall be adjusted to the rate determined by the 

Receiver to be equal to the Investment Rate on such Treasury Bills in effect as of the fi rst day of 

each succeeding calendar quarter during w hich interest accrues as publ ished by the Uni ted States 

Treas ury on the TreasuryDirect.gov website. 

"Shared-Loss Agreement" means, if any, the Commercial Shared-Loss Agreement, 

attached hereto as Exhibit 4.15B. 

"Specialty Assets" means assets that have a greater value than more traditional furniture 

and equipment owned by the Failed Bank and reflected on the Failed Bank Records as of the 

Bank C losing Date and located on or at Bank Pre mises, including without limitatio n f ine art and 

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high end decorative art; classic and antique motor vehicles; rare books; rare coins; airplanes; 

boats; jewelry; collectible firearms; Indian or other cultural artifacts; sculptures; Proprietary 

Software; and any other item s that typically cannot be appraised by a Furniture and Equipment 

appraiser. Specialty Assets does not include any repossessed collateral. 

"Subsequently Occupied Space" has the meaning set forth in Section 4.6(f). 

"Subsidiary" has the meaning set forth in § 3(w)(4) of the Federal Deposit Insurance 

Act, 12 U.S.C. § 181 3(w)(4), as amended . 

"Underserved Area" means a census track designated as an underserved middle-income 

nonmetropolitan track on the most recent List of Middle-Income Non-Metropolitan Distressed or 

Underserved Geographies as published by the Federal Financial Institutions Examination 

Council ("FFIEC") on the FFIEC website. A list of Bank Premises, if any, located in an 

Underserved Market is attached as Schedule 4.l(b). 

ARTICLE II. ASSUMPTION OF LIABILITIES. 

2.1. Liabilities Assumed by Assuming Institution. The Assuming Institution 

expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to 

pay, perform and discharge, all of the fo llowing liabilities of the Fai led Bank as of the Bank 

Clos ing Date, except as otherwise provided in thi s Agreement (such liabilities referred to as 

"Liabilities Assumed"): 

(a) Assumed Deposits, except those Deposits specifically listed on 

Schedule 2.1 (a); provided, that as to any Deposits of public money which are Assumed 

Deposits, the Assuming Ins titution agrees to properly secure such Deposits with such Assets as 

appropriate which, prior to the Bank C losing Date, were pledged as security by the Failed Bank, 

or with assets of the Assuming Institution, if such securing Assets, if any, are insufficient to 

properly secure such Depos its; 

(b) liabilities for indebtedness incuned by the Failed Bank, reflected on the 

Accounting Records of the Failed Bank on the Bank Closing Date, and secured by any 

perfected Lien on or affecting any Asset; provided , that the amount of any liability assumed 

pursuant to thi s Section 2.l(b) (x) shall be limited to the market value (as determined by the 

Receiver) of the Assets securing such liability and (y) is not subj ect to adjustment pursuant to 

Article VIII; 

(c) all borrowings from, and obligations and indebtedness to, Federal 

Reserve Banks and Federal Home Loan Banks, if any, whether currently owed, or conditional 

o r not yet matured, including but not limited to, if applicable, (i) advances, including principal, 

interest, and any prepayment fees, costs and expenses; (ii) letters of credit, including any 

reimbursement obligations; (iii) acquired member assets programs, including representations, 

warranties, cred it enhancement obligations and servicing obligations; (iv) affordable housing 

programs, including retention agreements and other contracts and monitoring obligations; 

(v) swaps and other derivatives; and (vi) safekeeping a nd custody agreements, provided , that 

the assumption of any liability pursuant to this Section 2.l (c) shall be limited to the market 

value of the assets securing such liability as determined by the Receiver; and overdrafts, debit 

balances, service charges, reclamations and adjustments to accounts with the Federal Reserve 

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Banks as reflected on the books and records of any suc h Federal Reserve Bank within ninety 

(90) days after the Bank Closing Date, if any; 

(d) ad valorem taxes (prorated through the Bank Closing Date), whether or 

not reflected on the Failed Bank's Records, applicable to any Asset; provided , that the 

assumption of any ad valorem taxes pursuant to this Section 2. l (d) shall be limited to an 

amount equal to the market value of the Asset to which such taxes apply as determined by the 

Receiver; 

(e) liabilities, if any, for federal funds purchased , repurchase agreements and 

overdrafts in accounts maintained with other depository institutions (including any accrued and 

unpaid interest thereon computed to and including the Bank Closing Date); provided, that the 

assumptio n of any liability pursuant to thi s Sectio n 2. 1 (e) shall be limited to the market value of 

the Assets securing such liability as determined by the R eceiver; 

(f) United States Treasury tax and loan note optio n accounts, if any; 

(g) liabilities for any acceptance or commercial letter of credit provided , that 

the assumption of any liability pursuant to this Section 2. l (g) shall be limited to the market 

value of the Assets securing such liability as determined by the Receiver; 

(h) liabilities for any "standby lette rs of credit" as defined in 12 C .F.R. 

§ 337.2(a) issued on the behalf of any Obligor of a Loan acquired hereunder by the Assuming 

Institution, but excluding any other standby letters of credit; 

(i) duties and obligations assumed purs uant to thi s Agreement including 

without limi tation those relating to the Failed Bank's R ecords, credit card business, debit card 

business, stored value and gift card business, overdraft protection plans, safe deposit business, 

safekeeping business and trust business, if any; 

U) liabilities, if any, for Commitments; 

(k) liabilities, if any, for amounts owed to any Acquired Subsidiary; 

(1) liabilities, if any, with respect to Qualifi ed Financial Contracts; 

(m) liabilities, if any, under any contract pursuan t to which loan servicing is 

provided to the Failed Bank by others; and 

(n) any deferred revenue, income or fees recorded on the general ledger of 

the Failed Bank as of the Bank Closing Date attributable to any business assumed pursuant to 

Section 4.2, 4.3, 4.4, or 4.5 of this Agreement, excluding any deferred income or revenue 

re lative to FAS B 9 1 - Loan Fees and Costs associated with originating or acquiring Loans and 

initial direct costs of leases. 

2.2. Interest on Deposit Liabilities . The Assuming Institution agrees that , from and 

after the Bank Closing Date, it will accrue and pay interest o n Assumed Deposits pursuant to 

Section 2. 1 at a rate(s) it shall determine; provided, that for no n-transacti on Deposit liabilities 

such rate(s) shall not be less than the lowest rate offered by the Assuming Institution to its 

depositors for non-transaction deposit accounts. The Assu ming I nstitutio n shall permit each 

depositor to withdraw, without penalty for early withdrawal, all or any portion of such 

deposi tor's Deposit, whether or not the Assuming Institut ion elects to pay interest in accordance 

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with any deposit agreement formerly existing between the Failed Bank and such depositor; and 

further provided, that if such Deposit has been pledged to secure an obligation of the depositor or 

other party, any withdrawal thereof shall be subject to the terms of the agreement governing such 

pledge. The Assuming Instituti o n shall g ive notice to such depositors as provided in Section 5.3 

of the rate(s) of interest which it has determined to pay and of such withdrawal rights. 

2.3. Unclaimed Deposits. 

(a) Final Legal Notice. Fifteen (15) mo nths fo llowing the Bank Closing 

Date, the Assuming Institution will provide the Receiver a listing of all deposit accounts, 

including the type of account, not claimed by the depositor. The Receiver will review the list 

and authorize the Assuming Institution to act on behalf of the Receiver to send a Final Legal 

Notice in a form substantially s imilar to Exhibit 2.3A (the "Final Legal Notice") to the 

owner(s) of the unclaimed depos its reminding them of the need to claim or arrange to continue 

their account(s) with the Assuming Institution. The A ssuming Institution will send the Final 

Legal Notice to the depositors within thirty (30) days following notification of the Receiver's 

authorization. The Assuming Institution will prepare an Affidavit of M ailing in a form 

s ubstantially similar to Exhibit 2.3B and will forward the Affidavit of Mailing to the Receiver 

after mailing out the Final Legal Notice to the owner(s) of unclaimed deposit accounts. 

(b) Unclaimed Deposits. If, within eighteen ( 18) months after the Bank 

Closing Date, any depositor of the Fai led Bank does not claim or arrange to continue such 

depositor's Assumed Deposits at the Assuming Institution, the Assuming Institution shall, 

within fifteen (15) Business Days after the end of such eighteen (18) month period, (i) refund to 

the Receiver the full amount of each such Deposit (w ithout reduction for service ch arges), (ii) 

provide to the Receiver a schedule of all s uch refunded Deposits in such form as may be 

prescribed by the Receiver, and (iii) assign, transfer, convey, and deliver to the Receiver, all 

right, title and interest of th e Assuming Institution in and to the Records previously transferred 

to the Assuming Institutio n and other records generated or maintained by the Assuming 

Institution pertaining to such Deposits. During such eighteen (18) month period, at th e request 

of the Receiver, the Assuming Institution promptly shall provide to the Receiver schedules of 

unclaimed Deposits in such form as may be prescribed b y the Receiver. 

2.4. Employee Plans. Except as provided in Section 4. 12, the Assuming Institution 

shall have no liabilities, obligations or responsibilities under the Failed Bank's health care, 

bonus, vacation, pension, profit shari ng, deferred compensation, 401 k or stock purchase plans or 

similar plans, if any, unless the Receiver and the A ssuming Institution agree otherwise 

subsequent to the date of this Agreement. 

ARTICLE III. PURCHASE OF ASSETS. 

3.1. Assets Purchased by Assuming Institution. With the exception of certain assets 

expressly excluded in Sections 3.5 and 3.6 and, if applicable, listed on Schedule 3.5(1) the 

Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns, 

transfers, conveys and delivers to the Assuming Institution , all right, title and interest of the 

Receiver in and to all of the assets (real, personal and mixed , wherever located and however 

acquired) including all subs idiaries, joint ventures, partnerships and any and all other business 

combinations or arrangements, whether active, inactive, dissolved or terminated, of the Failed 

Bank whether or not reflected on the books of the Failed Bank as of the Bank Closing Date. 

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Assets are purchased he reunder by the Assuming Instituti on subject to all liabilities for 

indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 2. 1. 

3.2. Asset Purchase Price. 

(a) Determination of Asset Purchase Price. All Assets and assets of the 

Failed Bank subject to an option to purchase by the Assumin g Institution shall be purchased for 

the amount, or the amount resulting from the method specified for determining the amount, as 

specif ied o n Schedule 3 .2, ·except as oth erw ise may be provided herein. A ny Asset, asset of the 

Failed Bank subj ect to an o ption to purc hase or other asset purchased for which no purchase 

price is specified on Schedule 3.2 or otherwise herein shall be purchased at its Book Value. 

The purchase price fo r Acquired S ubsidiaries shall be adjusted p ursua nt to Section 4 .6(i)(iv), if 

applicable. 

(b) Purc hase Price for Securities. The purchase price for any securi ty (other 

th an the capital stock of any Acquired Subsidi ary a nd Federal Home Loan Ba nk stock) 

purchased und er Section 3. 1 by the Assuming Institutio n shall cons ist of the market price (as 

defined below) of the security as of the Bank Closing D ate, multiplied by the bank's ow nership 

interest in th e security (see Calculation of Purchase Price below) a nd shall include accrued 

interest, w here applicable, as noted below. 

(i) Definiti on of Mar ket Price: The market price fo r any security shall 

be (i) the market price for that security quoted at the close of the trading day effective on 

the B ank Closing Date as published electro nically by Bloomberg, L.P., or alternatively, at 

the di scretion of th e Receiver, by IDC/Financ ial Times (FT) Interacti ve Data; (ii) 

provided that if suc h market price is not available for such security, the Assuming 

Institution wi ll submit a written purchase price bid for such security within three days of 

notification/bid request by th e Receiver (unless a different time period is agreed to by the 

Ass uming Institution and the Receiver) and the Receiver, in its sole and absolute 

discretion, will accept or reject each such purchase price bid ; (iii) further provided that in 

the absence of an acceptable bid from the Assuming Institution , or in the event that a 

security is dee med essenti al to the Receiver as determin ed by the Receiver in its 

discretio n (see Sectio n 3.6 Retention or Repurchase of Assets Essential to the Receiver) 

such security shall n ot pass to the Ass uming Institution and shall be deemed to be an 

excluded asset hereunder and listed on Schedule 3 .5(1). 

(ii) Calculation of Purchase Price. The bank' s ownership interest in a 

security will be qua ntified one of two ways: (i) number of sha res or other units, as 

applicable (in the case of equity securi ties) or (ii) par value or notational amount, as 

applicable (in the case of non-equity securities) . As a result, the purchase price (except 

where dete rmined p ursuant to clause (ii) of the precedi ng paragraph) shall be calculated 

one of two ways, depending on whether or not the security is an equity security: (i) the 

purchase price for an equity security shall be calculated by multiplying the number of 

shares o r other units by the applicable market price per unit; and (ii) the p urchase price 

fo r a no n-equi ty securi ty shall be an amount equal to th e appli cabl e ma rket price 

(expressed as a decimal), multiplied by the par value for such security (based on the 

payment factor most recently widely availa ble). The purchase price also shall include 

accru ed interest as calculated below (see Calculation of Accru ed Interest), except to the 

extent the parties may otherwi se expressly agree, pursua nt to cl ause (ii ) of the preceding 

paragraph. If the factor used to de termine the par value of any security for purposes of 

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calculating the purchase price, is not for the period in which the Bank Clo sing Date 

occurs, then the purchase price for that security shall be subj ect to adjustment postclosi ng based on a "cancel and correct" procedure . Under this procedure, after such 

curre nt facto r becomes p ubl icly available, the Receiver wi ll recalculate the purchase p rice 

utilizing the current factor and related interest rate, and will notify the Assuming 

Ins titution of any difference and of the applicable amount due from one party to the other. 

Such amount will then be paid as part of the settlement process pursuant to Article VIII. 

(iii) Calculation of Accrued Interest for Securities: Accrued interest 

shall be calculated for a non-equity security by multiplying the interest rate (expressed as 

a decimal point) paid! on the security as then most recently publicly available, by the most 

recent par va lue (or notational a mount, as applicable) of that security, multip li ed by the 

number of days from and including the first interest day of the accrual period in which 

the Bank Closing Date occurs, through the Bank C losing D ate . 

(c) Purchase Price fo r Qualified Financial Contracts. Q ualified Financial 

Contracts shall be purchased at market value determined in accordance with the term s of 

Exhibit 3.2(c). Any costs associated with s uch valuation shall be shared equally by the Receiver 

and the Assuming Institutio n. 

3.3. Manner of Conveyance; Limited Warranty; Nonrecourse; Etc. THE 

CONVEYANCE OF ALL ASSETS, INCLUDING REAL AND PERSONAL PROPERTY 

INTERESTS, PURCHASED BY THE ASSUMING INSTITUTION UNDER THIS 

AGREEMENT SHALL BE MADE, AS NECESSARY, BY RECEIVER' S DEED OR 

RECEIVER'S BILL OF SALE, "AS IS", "WHERE IS", WITHOUT RECOURSE AND, 

EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, 

WITHOUT ANY WARRANTIES WHATSOEVER WITH RESPECT TO SUCH ASSETS, 

EXPRESS OR IMPLIED, WITH RESPECT TO TITLE, VALUE, COLLECTIBILITY, 

GENUINENESS, ENFORCEABILITY, DOCUMENTATION, CONDITION OR 

FREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY 

OTHE R MATTERS. 

3.4. Puts of Assets to the Receiver. 

(a) Puts Within 30 D ays Afte r the Bank Closing Date. During the thirty 

(30)-day period following the Bank Closing Date and only dur ing such period (wh ich thirty 

(30)-day period may be extended in writi ng in the sole and absolu te d iscretion of the Receiver 

for any Loan), in acco rdance with th is Section 3.4, th e Assuming Institution shall be entit led to 

require the Receiver to purchase any New Loans and any Deposit Secured Loan tran sfen ed to 

the Assuming Institution purs uant to Section 3.1 which is not fully secured by Assumed 

Deposi ts or deposits at o the r insured depository instituti ons due to either insufficient Assumed 

De posit or deposit collatera l or deficient documentation regarding such collateral; provided that 

with regard to a ny Depos it Secured Loan secured by an Assumed Deposit: 

(i) no such purchase may b e required until any Deposit setoff 

determination, whether voluntary or involuntary, has been made; and 

(ii) the Assuming Institution sh all be entitled to require the Receiver to 

purchase, within forty (40) days from Bank C losing Date, any Eligible Overdraft 

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transferred to the Assuming Institution pursuant to Section 3.1 which existed on the 

thirtieth (30th) day following the Bank Closing Date. 

Notwithstanding the foregoing, the Assuming Institution shall not have the 

right to require the Receiver to purchase any Loan if (i) the Obligor with respect to such Loan is 

an Acquired Subsidiary, or (ii) the Ass uming Ins titution has: 

(A) made any advance in accordance with the terms of a 

Commitment or otherwise with respect to s uch Loan; 

(B) taken any action that increased the amo unt of a Related 

Liability with respect to such Loan over the amount of such li ability immedi ately 

prior to the time of such action ; 

(C) created or permitted to be created any Li en on such Loan 

which secures indebtedness for mon ey borrowed or whi ch constitutes a 

conditio nal sales agreeme nt, capital lease or other title retenti on agreement; 

(D) entered into, agreed to make, grant or permit, or made, 

granted or permitted any modification or amendment to, any waiver or extension 

with respect to, or a ny re newal, refin ancing or refundin g of, such Loan or related 

Credit Documents or collateral, including, without limitation, an y act o r omission 

whi ch dimini s hed such collatera l; or 

(E) sold, assigned or transferred all or a portion of such Loan to 

a third party (whether with or witho ut recourse). 

(iii) The Assuming Institution shall transfer all such Assets to the 

Receiver without recourse, and shall indem nify the Receiver against any and all claims of 

any Perso n claiming by, through or under the Assuming Institution with respect to a ny 

such Asset, as provided in Section 12 .4. 

(b) Puts Prior to the Settl ement Date . During the period from th e Ba nk 

C losing Date to and including th e Bus iness Day immedi ately preceding the Settl ement Date, the 

Ass uming Ins titution shall be entitled to require the Receiver to purchase an y Asset which the 

Assuming Instituti on can esta blish is evidenced by forged or stolen instruments as of the Bank 

Closing Date; provided th at the Assuming Institution shall not have the ri ght to r equire the 

Receiver to purchase any s uch Asset with respect to which the Assuming Institutio n has taken 

any action referred to in Section 3.4(a) (ii) with respect to such Asset. The Assuming Institution 

shall transfer all such Assets to the Receiver without recourse, and shall indemnify th e Receiver 

against any and all claims o f any Person claiming by, through or under the Assuming Institution 

with respect to any such Asset, as provided in Section 12.4. 

(c) Notices to the Receiver. In the event that the Assuming Institution elects 

to require the Receiver to purchase one or more Assets, the Assuming Institution shall deliver to 

the Receiver a notice (a "Put Notice") whi ch shall include : 

(i) a list of all Assets that the Assuming Institution requires the 

Receiver to purchase; 

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(ii) a list of all Related Liabili6es with respect to the Assets identified 

pursuant to (i) above; and 

(iii) a statement of the estimated Repurchase Price of each Asset 

ide ntified pursuant to (i) above as of the applicable Put Date. 

Such notice shall be in the form prescribed by the Receiver or such other 

form to which the Receiver shall consent. As provided in Section 9.6, the Assuming Institution 

shall de liver to the Receiver such documents, Credit Files and such additional information 

relating to the subject matter of the Put Notice as the Receiver may request and shall provide to 

the Receiver full access to all other relevant books and Records. 

(d) Purchase by Receiver. The Receiver shall purchase Assets that are 

specified in the Put Notice and shall ass ume Related Liabilities with respect to such Assets, and 

the transfer of such Assets and Related Liabilities shall be effecti ve as of a date dete rmined by 

th e Receiver whi ch date shall not be later than thirty (30) days after receipt by the R eceiver of 

the Put Notice (the "Put Date"). 

(e) Purchase Price and Payment Date. Each Asset purchased by the 

Receiver pursuant to this Section 3.4 shall be purchased at a price equal to the Repurchase Price 

of such Asset less the Related Liability Amount applicable to such Asset, in each case 

determined as of the applicable Put D ate. If the differe nce between suc h Repurchase Price and 

such Related Liability Amount is positive, then the Receiver shall pay to the Assuming 

Institution the amount of such differe nce; if the differe nce between such amounts is negative, 

then the Assuming Institution shall pay to the Receiver th e amount of such diffe rence. The 

Assuming Institution or the Receiver, as the case may be, shall pay the purchase price 

determined pursuant to this Section 3 .4(e) not later than the twentieth (20th) Business Day 

foll owing the applicable Put Date, together with interest on such amou nt at the Settlement 

Inte res t Rate fo r the period from and including such Put Date to and including the day 

preceding the date upon which payment is made. 

(f) Servicing. The Assuming Institution shall admini ster and m anage any 

Asset subj ect to purchase by the Receiver in accordance with usual and prudent banking 

standards and bus iness practices until such time as s uch A sset is purchased by the Receiver. 

(g) Reversals. In the event that the Receiver purchases an Asset (and 

assum es the Related Li ability) that it is not required to purchase pursuant to this Section 3.4, the 

Assuming Institution shall re purchase such Asset (and ass ume such Related Liability) from the 

Receiver at a price computed so as to achi eve the same economic res ult as would a pply if the 

Receiver had never purchased s uc h Asset pursuant to this Section 3.4. 

3.5. Assets Not Purchased by Assuming Institution. The Assuming Institution does 

not purchase, acquire or assu me, or (except as otherwise expressly provided in this Agreement) 

obtain an option to purchase, acquire or assume under this Agreeme nt: 

(a) any financial institution bo nds, banker's bla nket bond s, o r p ubli c 

liab ility, fire, ex tended coverage insurance pol icy, bank owned life insurance or any other 

insurance policy of the Failed Bank, or premium refund, unearned premium derived from 

cancellation, or any proceeds payable with respect to any of the foregoing; 

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(b) any interest, right, action, claim , or judgment against (i) any officer, 

director, employee, accountant, attorney, or any other Person employed or retained by the 

Failed Bank or any Subsidiary of the Failed Bank on or prior to the Bank Closing Date arising 

out of any act or o mission of such Person in such capacity, (ii) any underwri ter of fi nanc ial 

institution bo nds, banker' s blanket bonds or any other insurance policy of the Failed Bank, (iii) 

any shareholder or holding company of the Failed Bank , or (iv) any other Person whose action 

o r inaction may be related to any loss (excl usive of any loss resulti ng fro m such Person's failure 

to pay on a Loan made by the Failed Bank) incurred by th e Failed Bank; provided that for the 

purposes hereof, the acts, o missions or other events giving rise to any such claim shall have 

occurred on or before the B ank Closing Date, regardless of when any such claim is discovered 

and regardless of whether a ny such claim is made with respect to a fi nancial institution bond, 

banker's blanket bond, or any other insurance policy of the Failed Bank in fo rce as of the Bank 

C losing Date; 

(c) prepaid regulatory assessments ofthe Failed Bank, if any; 

(d) legal or equitable interests in tax receivables of the Failed Ba nk, if any, 

including any claims arising as a result of the Failed Bank having entered into any agreement or 

otherwise being joined with another Person with respect to the filing of tax returns or the 

payment of taxes; 

(e) amounts reflected on the Failed Bank Records as of the Bank Closing 

Date as a general or specific loss reserve or contingency account, if any; 

(f) leased o r owned Bank Premi ses and leased or owned Fixtures, 

Proprietary Software, Furniture and Equipment located on leased or owned Bank Premises, and 

Specialty Assets located on leased or owned Bank Premises, if any; pro vided that the Assuming 

Institution does obtai n an o ptio n under Sectio ns 4 .6, 4.7 or 4.8, as the case may be, w ith respect 

thereto; 

(g) owned Bank Premises which the Receiver, in its discretion, determines 

may contain environmentally hazardous substances; 

(h) any " goodwill ," as such term is def ined in the instructions to the report of 

condition prepared by banks examined by the Corpo ration in accordance with 12 C.F.R. 

§ 304.3, and other intangi bles (other than intellectual property); 

(i) any c riminal restitution o r fo rfeiture orders issued in favor of the Failed 

Bank; 

U) any and all prepaid fees or an y other income as shown on the books and 

Records of the Failed Bank, but not taken into inco me as of the Bank C losing Date, associated 

with a line of business of the Failed Bank which is not assum ed pursuant to this Agreement; 

(k) assets essential to the Receiver in accordance with Section 3.6; 

(I) any banker's bank stock, and the securities listed on the attached 

Schedule 3.5(1); 

(m) any Loans and O ther Real Estate Misted on the attached Schedule 3.5(m); 

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(n) prepaid accounts associated with any contract or agreement that the 

Assuming Institution either does not directly assume pursuant to the terms of this Agreement 

nor has an option to assume under Section 4.8; 

(o) except with respect to any Federal Home Loan Bank loans, any contract 

pursuant to which the Failed Bank provides loan servicing for others; 

(p) all assets that were fully char ged-off by the Failed Bank prior to the Bid 

Valuation Date, othe r than any asset that was secured by collateral th at was fo reclosed upon by 

the Fai led Bank and is an Asset; 

(q) any Loan that was secured by coll ateral that is an asset retai ned by the 

Receiver under this Agreement; 

(r) all assets related to any plan of the Failed Bank described in Section 2.4 

or any plan of the type described in Section 2.4 under wh ich th e Failed Bank has any liability, 

obligat ion or responsibility unl ess the Assuming Ins titutio n assumes liability, obliga tions or 

respons ibilities under such pl an subsequent to the date ofthi s Agreeme nt; a nd 

(s) any asset not shown on the Failed Bank Records as of the Bank Closing 

Date and discovered after the Settle ment Date . 

3.6. Retention or Repurchase of Assets Essential to Receiver. 

(a) The Receiver may refuse to sell to the Assuming Institution, or the 

Ass uming Institution agrees, at the request of the Receiver set fo rth in a written not ice to the 

Assuming Institution, to sell , assign, transfer, convey, and deliver to the Receiver, all of the 

Assuming Institution 's right, title and interest in and to , any Asset or asset essential to the 

Receiver as determined by the Receiver in its discretion (together with all Credit Documents 

evidenc ing or perta inin g there to), wh ich may include any Asset or asset that the Receiver 

determi nes to be: 

(i) made to an offi cer, director, or other Person engaging in the affairs 

of the Fai led Bank, its Subsidiaries or Affiliates or any related entities of any of the 

fo regoing; 

(ii) the subject of any investigation relating to any claim with respect 

to any item described in Section 3.5(a) or (b), or the subject of , or potentially the subject 

of, any legal proceedings; 

(iii) made to a Person who is an Obligor on a loan own ed by the 

Rece.iver or the Corporation in its corporate capacity or its capacity as receiver of any 

institution ; 

(iv) secured by collateral whiclh also secures any asset owned by the 

Receiver; or 

(v) related to any asset of the Failed Bank not purchased by the 

Assuming Institution under this Article III or any liability ofthe Failed Bank not assumed 

by the Assuming Institution under Article II. 

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(vi) Each such Asset or asset purchased by the Receiver shall be 

purchased at a price equal to the Repurchase Price thereof less the Related Liability 

Amount with respect to any Related Liabilities rel ated to such Asset or asset, in each case 

determ ined as of th e date of the notice provided by the Receiver pursuant to Section 

3.6(a) . The Receiver shall pay the Assuming Institution not later than the twentieth (20th) 

Business Day following receipt of related Credit Documents and Credit Files together 

with interest o n such amount at the Settlement Interest Rate fo r the period from and 

including the date of receipt of such documents to and including the day precedin g the 

day on which payment is made. The Assuming Institution agrees to administer and 

manage each such Asset or asset in accordance with usual and prudent banking standards 

and business practices until each such Asset or asset is purchased by the Receiver. All 

tran sfers with res pect to Asset or assets under this Section 3.6 shall be made as provided 

in Section 9.6. The Assuming Institution shall transfer all such Assets or assets and 

Related Liabilities to the Receiver without recourse, and shall indemni fy the Receiver 

against any and all claims of any Perso n claiming by, through or under the Assuming 

Institution with respect to any such Asset or asset, as provided in Section 12.4. 

3.7. Receiver's Offer to Sell Withheld Loans. For the period of thirty (30) days 

commencing the day after the Bank Closing Date, the Receiver may sell, in its sole and absolute 

disc retion, and the Assumin g In stitution , may purchase, in its sole and absolute discretion, any 

Loans initially withheld from sale to the Assuming Institution pursuant to Sections 3.5 or 3.6 of 

this Agreement. Loans sold under this section will, at the sole and absolute discretion of the 

Receiver, be treated as if initially sold under Section 3.1 of this Agreement, or sold pursuant to 

the standard loan sale ag reement utili zed by the Receiver for the sale of loan pools. If sold under 

Section 3. 1 of this Agreement, the purchase price for such Loan shall be the Book Value as of 

the Bank Closing Date, adjusted (i) for any advances and interest on such Loan after the Bank 

Closing Date, (ii) by subtracting the total amount rece.i ved by the Assuming Institutio n for such 

Loan after the Bank Closi ng Date, and (iii ) by adding total disbursements of principal made by 

the Receiver and not otherwise included in the Book Value. The sale will be subj ect to all 

relevant terms of this Agreement except that the Loans purchased pursuant to this S ection 3.7 

shall not be included in the calculation of the pro rata Asset di scount or pro rata Asset premium 

utilized fo r the re purchase of other Assets. No Loan purchased pursuant to thi s Section 3.7 shall 

be a Shared-Loss Loan purs uant to the Shared-Loss Agreement unless (i) it is crosscollateralized with a Shared-Loss Loan purchased pursuant to thi s Agreement and (ii) it 

otherwise meets the defi nition of Shared-Loss Loan in the Shared-Loss Agreement. Payment for 

Loans sold under thi s Secti o n 3.7 will be handl ed through the settleme nt process pursuant to 

Article VIII. Loans sold pur s uant to the standard loan sale agreement s hall be governed by and 

paid for in accordance with that document. 

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ARTICLE IV. ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 

4.1. Continuation of Banking Business. . 

(a) Full Service Banking. For the period co mmencing o n the firs t Business 

Day after the Bank C losing Date and endin g on the first anni versar y of the Bank Closing Date, 

the Assuming Institution will provide full service banking in the Failed Bank Assessment Area. 

At the option of the Assuming Institution, it may provide such full service banking at one or 

more Bank Premises o r A ssuming Institutio n branches located w ithin such Fa iled Bank 

Assessment Area. The Assumi ng Institution may close or sell any Bank Premises during this 

period with the prior written consent of the Recei ver (which consent may be withheld in 

Receiver's sole discretion) and after receipt of all necessary regulatory approvals, provided th at 

th e Assuming Institutio n (or its successors) continues to provide full service banking in the 

Failed Bank Assessment Area for the period required to comply with this Section 4.l(a). 

(b) Bank Pre mises Located in an Underserved Area. If a currentl y utili zed 

Bank Premises is located in an Underserved Area, the Receiver will not consent to the 

Ass uming Ins titutio n's closing or selling such Bank Premises, unless the Ass uming Institution 

provides full service banking at one or more Bank Premises or Assuming Institution branches 

located within in the same Underserved Area. 

(c) Failure to Exercise Option to Purchase Bank Premises. If a currentlyutilized owned Bank Premises is located in an U nderserved Area and the Assuming Institution 

does not exercise its option under Section 4.6(a) with respect to that Ban k Premises, the 

Receiver w ill continue to re nt any such owned Bank Premises to the Assuming In stituti o n for 

the amou nt provided in Section 4.6(e) in order to comply with Section 4.1 (a). 

(d) Sale of Ba nk Premi ses. The Assuming Institutio n will pay to the 

Receiver, upon the sale of any Bank Premises within twelve months following the Bank 

C losing Date, fifty percent (50%) of the a mount by which (a) the proceeds of s uch sale 

attributable to any franchi se or deposit premium (without deducting any expe nses related to 

such sale) exceed (b) the de posit premium paid by the Assuming Institution with respect to each 

Bank Premises sold. 

4.2. Credit Card Business. The Assuming Institution agrees to honor and perform, 

from and after the Bank Closing D ate, all duties and obligations with respect to the Failed 

Bank's credit card business (including issuer or merchant acquirer) debit card business, stored 

value and gift card bus iness, and/or processing related to credit cards, if any, and assumes all 

extens ions of credit or balances outsta nding as of the Bank Closing Date with respect to these 

lines of business. The obligatio ns undertaken pursuant to this Section do not include loyalty, 

reward , affi nity, or other similar programs related to the credit and debit card businesses. 

4.3. Safe Deposit Business. The Ass uming Institution assumes and agrees to 

discharge, from and after the Bank Closing Date, in the usual course of conducting a banking 

business, the duties and obligations of the Failed Bank with res pect to all Safe Deposit Boxes, if 

any, of the Fai led Ba nk and to mainta in all of the necessar y facilities fo r the use of such boxes by 

the renters thereof during the peli od fo r w hich such boxes have been re nted and the re nt therefor 

paid to the Failed Bank, subj ect to the provisions of the rental agreements between the Failed 

Bank and the respec tive ren ters of such boxes; provided, th at the Assuming Institution may 

relocate the Safe Deposit B oxes of the Failed Bank to any office of the Assuming Institution 

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located in Failed Bank Assessment Area of the Failed B ank in which s uch Safe Deposit Boxes 

were located. The Safe Deposit Boxes shall be located and maintained in such Failed Bank 

Assessment Area for a minimum of one year from the Bank Closing Date. 

4.4. Safekeeping Business. The Receiver transfers, conveys and delivers to the 

Assuming Institution and the Assuming Institution accepts all securities and other item s, if any, 

held by the Failed Bank in safekeepi ng for its customers as of the Ban k Closin g Date. The 

Ass uming Institution assumes and agrees to honor and discharge, from and after the Bank 

Closing Date, the duti es and obligations of the Failed B ank with respect to s uch securi ties and 

items held in safekeeping. The Assuming Institution shall provide to the Receiver written 

verification of all assets held by the Failed Bank for safek eeping within sixty (60) days after the 

Bank C losing Date . The assets held for safekeeping by the Fai led Bank shall be held and 

maintained by the Assuming Institution in the Failed Bank Assessment Area for a minimum of 

one year from the Bank Closing Date. At the option of the Assuming Institution, the safekeeping 

business may be provided at any or all of the Bank Premises, or at other premises within the 

Fai led Bank Assessment Area. The Ass uming Institution shall be entitl ed to all rights and 

benefits which accrue after the Bank Closing Date with respect to securiti es and other items held 

in safekeeping. 

4.5. Trust Business. 

(a) Assuming Instituti on as Successor. The Ass uming Instituti on shall, 

without further transfer, substitution, act or deed , to the fu ll extent permitted by law, succeed to 

the rights, obligations, properties, assets, investments, deposits, agreements, and trusts of the 

Failed Ban k und er tru sts, executorships, ad mini strations, guardianships, and agencies, and other 

fiduciary or representative capacities, all to the same extent as though the Assuming Institution 

had assumed the same from the Failed Bank prior to the Bank Closing Date; provided, that any 

liability based on the misfeasance , malfeasance or nonfeasance of the Failed Bank, its directors, 

officers, empl oyees or agents with respect to the trust business is not assu med hereunder. 

(b) Wills and Appointments. The A ssuming Institution shall, to the fu ll 

exten t permi tted by law, succeed to, and be entitled to take and execute, the appo intment to all 

executo rships, tru steeships, guard ianships and other fiduciary or representati ve capacities to 

which the Failed Bank is or may be named in wills, wh enever probated , or to which the Failed 

Bank is or may be named or appointed by any other instrument. 

(c) Transfer of Trust Bus iness. In the event additional proceed ings of any 

kind are necessar y to accompli sh the tran sfer of such trust business, the Assuming In stitution 

agrees that, at its own expense, it will take whatever action is necessar y to accomplish such 

transfer. The Receiver agrees to use reasonable efforts to assist the Assumi ng Institution in 

acco mp lishi ng such transfer. 

(d) Verif ication of Assets. The Assuming Institution shall provide to the 

Receiver written verification of the assets held in connection with the Failed Bank 's trust 

business withi n sixty (60) d ays after the Bank Closing Date. 

4.6. Ba nk Premises. 

(a) Option to Purchase. Subject to Sectio n 3.5, the Receiver hereby grants to 

the Assumin g Institutio n an exclusive option fo r the period of thi rty (30) days commenci ng the 

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day after the Bank C losing Date with respect to Bank Premises for which the Assuming 

Institution declined its option to purchase at a fixed price as shown on the Bid Form, and for a 

period of ninety (90) days commencing th e day after the Bank Closing Date with respect to all 

other owned Bank Premises to purchase any or all owned Bank P remises, includ ing all Fixtu res 

and all Furniture and Equipment located on or at the Bank Premises. The Assuming In stitution 

shall give written notice to the Receiver within the option period of its election to purchase or 

not to purchase any of the owned Bank Premi ses. Any purchase of such Bank Premises shall be 

effective as of the date of the Bank C losing Date and s uch pu rchase shall be consummated as 

soo n as p racticable thereafter, and in no event later than the Settlement Date. 

(b) Option to Lease. The Receiver hereby grants to the Assuming In stitution 

an exclus ive option for the period of sixty (60) days commencing the day after the Bank 

Closing Date to cause the Receiver to ass ign to the Ass uming Institution any or all leases for 

leased Bank Premises, if a ny, to the extent such leases can be assigned; provided that the 

exercise of this option with respect to any lease must be as to all premises or other property 

subj ect to such lease. To the extent the lease payments provided for in any assigned lease are 

minimal in relation to the current market rate, and the value of th at difference is not otherwise 

reflected in the purchase of the associated Fixtures, the Assuming Institution shall pay the 

Receiver the Fair Market Value of the Receiver's interest in any such assigned lease. The 

As suming Institution shall g ive notice to the Receiver wi thin the option period of its election to 

accept or not to accept an assignment of any or all leases (or enter into new leases in lieu 

thereof). The Assuming Institu tion shall assume all leases assigned (or enter into new leases in 

lieu thereof) pursuant to this Section 4.6. 

(c) Facilitation. The Receiver shall facilitate the assumption, assignment or 

sublease of leases or the negotiation of new leases by the Ass uming Institution; provided that 

neither the Receiver nor the Corporation shall be obligated to engage in litigation , make 

payments to the Assuming Institutio n or to any third party in connection with facilitating any 

s uch assumption, assignment, s ublease or negotiation or commit to any other obligations to 

third parties. 

(d) Notice of Surre nder of Bank Premi ses. The Assuming Institution shall 

give the Receiver at least fifteen (15) days prior written notice of its inte nt to surrender to the 

Receiver any Bank Premises with respect to which the Assuming Institution has not exercised 

the options provided in Sections 4.6(a) and 4.6(b). Any s uch notice shall designate the Bank 

Premises Surrender Date and shall terminate the Assuming Institutio n's option with respect to 

such Bank Premises. 

(e) Occupancy Costs. 

(i) The Assumin g Institution shall pay to the Receiver, or to 

appropriate thi rd parties at the direction of the R eceiver, for the period from the Bank 

Closing Date to the Bank Premises Surrender Date, the fo llowing amounts: (A) for 

ow ned Bank Prem ises, the market rental value, as determin ed by the appraiser selected in 

accordance with the defi nition of Fai r Market Value, and all operatin g costs, a nd (B) for 

leased Bank Premises, all operating costs with respect thereto. The Assuming In stitution 

shall comply with the terms of applicable leases on leased Bank Premises, including 

without limitation the timely payment of all rent. Operating costs include , without 

limitation, all taxes, fees, charges, maintenance, utiliti es, insurance and assess ments, to 

the extent not incl uded in the rental val ue or rent. If the Ass uming Institutio n elects to 

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purchase any owned Bank Premises in accordance with Section 4.6(a), the amount of any 

rent paid (and taxes paid to the Receiver which have not been paid to the taxing authority 

and for which the Assuming In stitution assumes liability) by the Assuming In stitution 

with respect thereto s hall be applied as an offset against the purchase price thereof. 

(ii) The Assuming Institution shall pay to the Receiver rent for all 

ow ned or leased Furniture and Equipment, all owned or leased Fixtures and all Specialty 

Assets located on or at the Bank Premises for th e period from the Bank Closing Date to 

the Bank Premises Surrender Date. Rent for such property owned by the Failed Bank 

shall be the market rental value thereof, as determined by the Receiver within sixty (60) 

days after the Bank Closin g Date. Rent for such property leased by the Failed Bank shall 

be an amount equal to any and all rent and other amounts which the Receiver incurs or 

accrues as an obligation or is obligated to pay for such period pursuant to all leases and 

co ntracts with respect to such property. If the Assuming Institution purchases any owned 

F urniture and Equipment, owned Fixtures or Specialty Assets in accordance with 

Sections 4.6(t), 4.6(h) or 4.6Q), the amount of any rents paid by the Ass uming Institution 

with respect thereto s hall be applied as an offset against the purchase price thereof. 

(iii) Subj ect to Section 4. 1, if the Assuming Institution gives notice of 

its election not to accept an assig nment of a lease for one or more of the leased Bank 

Premises, or not to purchase one or more of the owned Bank Premises, within two 

Business Days of the Bank Closing Date, and the Receiver is satisfied that all of the 

conditio ns for surrender of such Bank Premises set forth in this Agree ment have been met 

within fifteen (15) days of the Bank Closing Date, then, notwithstanding any other 

provision of this Agreement to the contrary, the Assuming Institution shall not be liable 

for any of the costs imposed by this Section 4.6(e). 

(f) Certai n Req uirements as to Fixtures, Furniture and Eq uipment and Certain 

Specialty Assets. If the Ass um ing Institution purchases ow ned Bank Premises (including any 

Bank Premises purchased at the fixed price shown on the Bid Form) or accepts an assignment 

ofthe lease (or enters into a sublease or a new lease in lieu thereof) for leased Bank Premises as 

provided in Section 4.6(a) or 4.6(b), or if the Ass uming Institution does not exercise either such 

optio n, but within twelve (12) months fo llowing the Bank Closing Date obtains the right to 

occupy all or any portion of such Bank Premises (the "Subsequently Occupied Space"), 

whether by assignment, lease, sublease, purchase or otherwise, other than in accordance with 

Sectio n 4.6(a) or 4.6(b), the Assu min g Institution sha ll (i) effective as of the Bank Closing 

Date, purchase from the Receiver all Fixtures, all Furniture and Equipment, and all Specialty 

Assets with an appraised value (as detennined in accordance with Section 4.6U)) of less than 

$10,000 owned by the Failed Bank and located on or at the Subsequently Occupied Space as of 

th e Bank Closing Date at Fair Market Value , (ii) accept an assignment or a subl ease of the 

leases or negotiate new leases fo r all Fixtures and Furniture and Equipment leased by th e Failed 

Bank and located on or at the Subsequently Occupied Space, and (iii) if applicable, accept an 

assignment or a sublease of any ground lease or negotiate a new ground lease with respect to 

any land on which the Subsequently Occupied S pace is located; provided that the Receiver has 

not previo usly disposed of such Fixtures or Furniture and Equipment or Specialty Assets or 

repudiated the leases referred to in clause (ii) or (ii i). 

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(g) Surrendering Bank Premi ses. 

(i) If the Assuming Institution elects not to purchase any owned Bank 

Premises, the notice of such election in accordance with Section 4.6(a) shall s pecify the 

Bank Premises Surrender Date. The Assuming Institution shall be responsible for 

promptly relinquishing and releasing to the Receiver such Bank Premises and the 

Fixtures, the Furniture and Equipment and the Specialty Assets located thereon which 

existed at the time of the Bank Closing Date, in the same condition as at the Bank 

Closing Date, and at the Bank Premises where the y were inventoried at the Bank Closing 

Date, normal wear and tear excepted. Any of the aforementi oned which is missing will be 

charged to the Assuming Institution at the item's Fair Market Value as determined in 

accordance with thi s Agreement. By rema ining in any such Bank Premises more than 

150 days after the B ank Closing Date (unless the Assuming Institution mus t do so to 

comply with Section 4.1 and has made appropriate arrangements with the Receiver and 

all applicable lessors), the Assuming Institution shall, at the Receiver's option, (x) be 

deemed to have ag reed to purchase s uch Bank Premises, and to assume all leases, 

obligations and liabilities with respect to leased Furniture and Equipment and leased 

Fixtures located thereon and any ground lease with respect to the land on which such 

Bank Premises are located, and (y) be required to purchase all Fixtures and all Furniture 

and Equ ipment owned by the Failed Bank and located on or at the Bank Premises as of 

the Bank Closing Date. 

(ii) ff the Assuming Institution elects not to accept an ass.ignment of 

the lease or sublease of any leased Bank Premises, the notice of such election in 

accordance with Section 4.6(b) shall specify the Bank Premises Surrender Date. The 

Assuming Institution shall be responsible for promptly relinquishing and releasing to the 

Receiver such Bank Pre mises and the Fixtures, the Furniture and Equipment and the 

Specialty Assets located thereon which existed at the time of the Bank C losing Date, in 

the same condition as at the Bank Closing Date, and at the Bank Premises where they 

were inventoried at t he Bank Closing Date, normal wear and tear excepted. Any of the 

aforementioned which is missing will be charged to the Assuming Institution at the 

item's Fair Market Value as determined in accordance with this Agreement. By fa iling to 

provide notice of its inte ntion to surre nder such Bank Premises prior to the ex piration of 

the option period specified in Section 4.6(b), or by remaining in any such Bank Premises 

more than 150 days after the Bank Closing Date (unless the Assuming Institution must 

do so to comp ly with Section 4. 1 and has made appropriate arra ngements with the 

Receiver and all applicable lessors), the Assuming Institution shall , at the Receiver's 

option, (x) be deemed to have assumed all leases, obligations and liabilities with respect 

to s uch Bank Premises (including any ground lease with respect to the land on which 

such Bank Premises are located), and leased Furniture and Equipment and leased Fi xtu res 

located thereon in accordance with this Section 4.6 (unless the Receiver previously 

repudiated any such lease), and (y) be required to purchase all Fixtures and all Furniture 

and Equ ipment owned by the Failed Bank at Fair Market Value and located on or at the 

Bank Premises as of the Bank Closing Date. 

(h) Furniture and Equipment and Certain Other Equipment. The Receiver 

hereby grants to the Assuming Institution an option to purchase all Furniture and Equipment 

owned by the Failed Bank at Fair Market Value and located at any leased or owned Bank 

Premises (A) that the Assuming In stitutio n does not elect to purchase pursuant to Section 4.6(a) 

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or (b) for which Assuming Institution does not elect to take assignment of its lease pursuant to 

Section 4.6(b); provided that, the Assuming Institution shall give the Receiver notice of its 

election to purchase such Furniture and Equipment at the time it gives notice of its intention to 

sunender such Bank Premises. 

(i) Option to Put Bank Premises and Related Fixtures, Furniture and 

Equipment. 

(i) For a period of ninety (90) days following the Ban k Closing Date, 

the Assuming Institution shall be entitled to require the Receiver to purchase any Bank 

Premises that is owned, directly or indirectly, by an Acquired Subsidiary and the 

purchase price paid by the Receiver shall be the Fair Market Value of the Bank Premises. 

(ii) If the Assuming Institution elects to require the Receiver to 

purchase any Bank Premises that is owned , dlirectly or indirectly, by an Acquired 

Subsidiary, the Assuming Institution shall also have the option, exercisable within the 

same ninety (90) day time period, to require the Receiver to purchase any Fixtures, any 

F urniture and Equipment and an y Specialty Assets that are owned, directly or indirectly, 

by an Acquired Subsidiary and are located on or at such Bank Premises and were utilized 

by the Fai led Bank for banking purposes. The purchase price paid by the Receiver shall 

be the Fai r Market Value of the Fixtures, Furniture and Equipment and Specialty Assets 

purchased. 

(iii) If the Assuming Institution elects to exercise its options under this 

Section 4.6(i), the Assuming Institutio n shall pay to the Receiver occupancy costs as 

described in Section 4.6(e) and shall surrender the Bank Premises in accordance with 

Section 4.6(g)(i). 

(iv) Regardless of whether the Assuming Institution exercises any of its 

options under thi s Sectio n 4.6(i), the purchase price for the Acquired Subsidiary shall be 

adjusted by the difference between the Fair Market Value of the Bank Premises, the 

Fixtures, the Furniture and Equipment and the Specialty Assets utilized by the Failed 

Bank for banking purposes and their respective Book Value as reflected o n the books and 

records of the Acquired Subsidiary. Such adjustment shall be made in accordance with 

Article VITI of this Agreement. 

U) Optio n to Purchase Specialty Assets. The Receiver hereby grants to the 

Assuming Institution an exclusive option for the period of thirty (30) days commencing the day 

after the Receiver provides the Assuming Institution the appropriate appraisal to purchase at 

Fair Market Value all, some or no ne of the Specialty Assets. 

(k) Data R emoval. The Assuming Institution shall, prior to returning any 

automated teller machine to Receiver and unless otherwise requested by the Receiver, (i) remove 

all data from that automated teller machine and (ii) provide a written statement to the Receiver 

that all data has been removed in a manner that renders it unrecoverable. 

4.7. Agreement with Respect to Leased Data Management Equipment. 

(a) Option. The Receiver hereby grants to the Assuming Institution an 

exclusive option for the period of ninety (90) days commencing the day after Bank Closing to 

accept an assignment from the Receiver of all Leased Data Management Equipment. 

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(b) Notices Regarding Leased Data Management Equipment. The Ass uming 

Institution shall (i) give written notice to the Receiver within the option period specified in 

Section 4.7(a) of its intent to accept or decline an assignment or sublease of all Leased Data 

Management Eq uipment and p ro mptl y accept an assig nment or sublease of such Leased Data 

Management Equipment, and (ii) give written notice to the appropriate lessor(s) that it has 

accepted an assignment or sublease of any such Leased Data Management Equipment that is 

subject to a lease. 

(c) Facilitation by Receiver. The Receiver agrees to facilitate the assignment 

or sublease of Leased Data Management Equipm ent or the negotiation of new leases or license 

agreeme nts by the Assuming Institution ; provided, th at neither the Receiver nor th e Corporation 

shall be obligated to engage in litigation, make payments to the Assuming Institution or to any 

third party in connection with faci litating any such ass umpti on, assign ment, sublease or 

negotiation or commit to an y other obligations to third parties. 

(d) Operating Costs. The Assuming Institution agrees, during its period of 

use of any Leased Data Management Equipment and ending on the date which is thirty (30) 

days after the Assuming Institution has given notice to the Receiver of its election not to 

assume such lease to pay to the Receiver or to appropriate third parties at the direction of the 

Receiver all operating costs with respect thereto and to comply with all relevant terms of any 

existing Leased Data Management Equipment leases entered into by the Failed Bank, including 

without limitation the timely payment of all rent, taxes, fees, charges, maintenance, utilities, 

insurance and assessments. 

(e) Assuming In stitution 's Obligation. The Assuming Institutio n shal l, not 

later than fifty (50) days after giv ing the notice provided in Section 4.7(b), (i) relinqui s h and 

release to the Receiver or, at the direction of the Receiver , to a third party, all Leased Data 

Management Equipment, in the same condition as at Bank Closing, normal wear and tear 

excepted, or (ii) accept an assignment or a subl ease of any existing Leased Data Management 

lease or negotiate a new lease or license agreement under thi s Section 4.7 with respect to 

Leased Data Management E quipment. 

(f) Data Removal. The Ass um ing Institution shall, prior to returning any 

Leased Data Management Equipment, and unless otherwise requested by the Receiver, 

(i) remove all data from the Leased Data Management Equipment and (ii) provide a written 

statement to the Receiver that all data has been removed in a manner that renders it 

unrecoverable. 

4.8. Certain Existing Agreements. 

(a) Assu mption of Agreements. Subject to the provi sions of Sectjon 4.8(b), 

with respect to agreements existing as of the Bank Closing Date wh ich provide for the 

rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing 

Date, the Assuming Institution shall give the Receiver written notice specifying whether it 

elects to assume or not to assume each such agreement. Except as may be otherwise provided in 

thi s Article IV, the Assumi ng Institutio n agrees to comply with the terms of each such 

agreeme nt for a period commencing on the day after the Bank C losing Date and ending on: (i) 

in the case of an agreement that provides for the rendering of services by the Failed Bank, the 

date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement 

that provides for the rendering of services to the Failed Bank, the date wh ich is th irty (30) days 

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after the Assumi ng Institution has given notice to the Receiver of its election not to assume 

such agreement; provided that the Receiver can reasonably make such service agreements 

available to the Assuming Institution. The Assuming In stitution shall be deemed by the 

Receiver to have assumed agreements for wh ich no notification is timely given. The Receiver 

agrees to assign, transfer, convey and deliver to the Assuming Instituti on all right, title and 

interest of the Receiver, if any, in and to agreements the Assuming Institution assumes 

hereunder. In the event the Assumin g In stitution elects not to accept an ass ignment of any lease 

(o r sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not 

otherwise occupy such premises, the provisions of this Section 4. 8(a) shall not apply to service 

agreements related to such premises. The Assuming Institution agrees, during the period it has 

th e use or benefit of any such agreement, promptly to pay to the Receiver or to appropri ate third 

parties at the direction of the Receiver all operating costs with respect thereto and to comply 

with all re levant terms of such agreement. 

(b) Excluded Agreements. The provlSlons of Section 4.8(a) regarding the 

Ass uming In stitution 's e lection to ass ume or not assume certain agreements s ha ll not appl y to 

(i) agreements pursuant to wh ich th e Failed Bank provides loan servicing for oth ers or loan 

servicing is provided to the Failed Bank by others, (ii) agreements maintained between the 

Failed Bank and MERSC ORP, Inc., or its wholly owned subsidiary, Mortgage Electronic 

Registrati o n Systems, In c., (iii ) agreements that are subj ect to Sections 4. 1 throu gh 4.7 and any 

insurance policy o r bond referred to in Section 3 .5(a) o r other agreement specified in Section 

3.5, (iv) cons ulting, management or employment agreements, if any, between the Failed Bank 

and its employees or other Persons, and (v) any contract or agreement under which the Failed 

Bank is th e lessor of Bank Premises o r Other Real Es tate. Except as otherwise expressly set 

forth elsewhere in this Agreement, the Ass uming Institution does not assume any liabilities or 

acquire any rights under any of the agreements described in this Section 4.8(b). 

4.9. Informational Tax Reporting. The Ass uming Institution agrees to perform all 

obligations of the Failed Bank with res pect to Federal and State income tax informational 

reporting related to (i) the A ssets and the Liabilities Assumed, (ii) deposit accounts that were 

closed and loans that were paid off or collateral obtained with respect thereto prior to th e Bank 

C losing Date, (iii ) miscellaneous payments made to vendors of the Failed Bank, and (iv) any 

other asset or liability of the Failed Bank, including, without limitation, loans not purchased and 

Deposits not assumed by the Assuming Institution, as may be required by the Receiver. 

4.10. Insura nce. 

(a) Assuming Ins titutio n to Insure. The Assuming Institution will obtain and maintain 

insurance coverage acceptable to the Rece.iver (including public liability, fire, and ex tended 

coverage insurance) naming the Assuming In stitution as the insured and the Receiver as 

additional insured, effective from and after the Bank C losing Date, with respect to all (i) Bank 

Premises, and (ii) Fixtures, Furniture and Eq uipment, Specialty Assets and Leased Data 

Management Equipment located on or at those Bank Premises. The Assuming Institution 's 

obligation to insure and to maintain the Receiver as an additional insured on Bank Premises 

insurance coverage shall cease upo n either: (x) Bank Premi ses S urrender Date o r (y) the date the 

Ass uming Institution receives a deed from the Receiver fo r owned Bank Premises or ass umes the 

lease for leased Bank Premises. 

(a) Ri ghts of Receiver. If the Assuming In stitution at any t ime fro m or after 

Bank Closing Date fails to (i) obtain or maintain any of the insurance policies req uired by 

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Section 4.1 O(a), (ii ) pay any premium in whole or in part related to those insurance policies, or 

(iii) pro vide evidence of those insurance policies acceptable to the Receiver, then the Receiver 

may in its sole and absolute discretion, without notice, and without waiving or releasing any 

obligation or li ability of th e Assuming Institution, obtain and maintain insurance poli cies, pay 

insura nce premiums and take any other actions with respect to the insurance coverage as the 

Receiver deem advisable. The Assuming Institution will reimburse the Receiver for all s ums 

disbursed in connection with this Section 4.10(b). 

4.11. Office Space for Receiver and Corporation; Certain Payments. 

(a) FDIC Office Space. For the period commencing on the day following the 

Bank Closing Date and ending on the one hundred eightieth (180th) day following the Bank 

Closing Date, the Assuming Institut ion wi ll provide to the Receive r and the Corporation, 

without charge, adequate and suitable office space (including parking facilities and vault space), 

furniture, equipment (including photocopying and te lecopying machines), email accounts, 

network access and technology resources (such as shared drive), and utilities (including local 

telephone service and fax machi nes) (collectively, "FDIC Office Space") at the Bank Premises 

occupied by the Assuming Institution for the Receiver and the Corporation to use in the 

discharge of their respec tive functions with res pect to the Failed Bank. 

(b) Receiver 's Right to Extend. Upon written notice by the Receiver o r the 

Corporation, for the period commencing on the o ne hundred eighty first (18lst) day following 

the Bank Closing Date and ending no later than the three hundred and sixty-fifth (365 th) day 

following the Bank Closing Date, the Assuming Institution will continue to provide to the 

Receiver and the Corporation FDIC Office Space at the Bank Premises. During the p eriod from 

the 18 l st day following the Bank Closing Date until the day the FDIC and the Corporation 

vacate FDIC Office Space, the Receiver and the Corporation will pay to the Assuming 

Institution their respective pro rata share (based o n square footage occupied) of (A) the market 

rental valu e fo r the applicable owned Bank Premises or (B) actu al rent paid for applicable 

leased Bank Premises. 

(c) Receiver's Relocation Ri ght. If the Receiver or the Corporation 

determine that the space provided by the Assuming Institution is inadequate or unsu itable, the 

Receiver and the Corporation may relocate to other quarters having adeq uate and suitable FDIC 

Office Space and the costs of relocation shall be borne by the Assuming Institution and any 

rental and utility costs for the balance of the period of occupancy by the Receiver and the 

Corporation shall paid in accordance with 4.ll(b). 

(d) Expenditures. The Assuming Institution will pay such bills and invoices 

on behalf of th e Receive r and the Corporation as the Receiver or the Corporation may direct for 

the period beginni ng on the date of the Bank C los ing Date and ending on Settl ement Date. The 

Assuming Institution shall submit its requests for reimbursement of such expenditures pu rsuant 

to Article VIII of thi s Agreement. 

4.12. Continuation of Group Health Plan Coverage for Former Employees of the 

Failed Bank. 

(a) Continuation Coverage. The Assuming Institution agrees to assist the 

Receiver, as provided in this Section 4.12, in offering individuals who were employees or 

for mer employees of the Failed Bank, o r a ny of its Subs idi aries, and who, immediately prior to 

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the Bank Closing Date, were receiving, or were eligibl e to receive, health insurance coverage or 

health insurance continuation coverage from the Failed Bank ("Eligible Individuals"), the 

opportunity to obtain health insurance coverage in th e Corporation's Federal Insurance 

Admin istration Continuatio n Coverage Pl an which provides for health insurance continuatio n 

coverage to such Eligible Individuals and other persons who are qualified beneficiaries of the 

Failed Bank ("Qualified Beneficiaries") as defined in the Employee Retirement Income 

Security Act of 1974, as amended ("ERISA") § 607, 29 U.S.C. § 1167. The Assuming 

Institution shall consult with the Receiver and not later than five (5) Busi ness Days after the 

Bank Closing Date shall provide written notice to the Receiver of the number (if available), 

identity (if available) and addresses (if available) of the Eligible Individuals who are Qualified 

Beneficiaries of the Failed Bank and for whom a "qualifying event" (as defined in ERISA § 

603, 29 U.S.C. § 11 63) bas occ urred a nd with respect to whom the Failed Bank's o bligations 

under Part 6 of Subtitle B of Title I of ERISA, 29 U.S.C. §§ 116 1-1169 have not been satisfied 

in full, and such other information as the Receiver may reasonably require. The Receiver shall 

cooperate with the Assuming Institution in order to permit it to prepare such notice and shall 

provide to the Assuming Ins tituti on such data in its possession as may be reasonably required 

for purposes of preparing such notice. 

(b) Qualified Beneficiaries; Expenses. The Assuming Institution shall take 

such further action to ass istt the Receive r in offering the Eligible Individua ls who are Qualified 

Beneficiaries of the Failed Bank the opportunity to obtain health insurance coverage in the 

Corporation's Federal Insurance Administration Continuation Coverage Plan as the Receiver 

may direct. All ex penses incurred and paid by the Ass uming Institution (i) in connection with 

the obligations of the Assuming Institutio n under thi s Sectio n 4 .12, and (ii) in providing health 

insurance continuation coverage to any Eligibl e Individuals who are hired by the Assuming 

Institution and such employees' Qualified Beneficiaries shall be borne by the Assuming 

In stitution. 

(c) Failed Bank Employees. Unless otherwise agreed by the Receiver and 

the Assuming Institution, the Assuming Institution sh all be responsibl e for all salaries and 

payr oll costs, including ben efits, for all Failed Bank employees from the time of the closing of 

the Fai led Bank until the Assum ing Institution makes a final determinatio n as to whether such 

employee is to be retained by the Assuming Institution. The Assuming Institution shall offer to 

the Failed Bank employees it retains employment benefits comparable to those the Assuming 

Institution , offers its current employees. In the event the Receiver utilizes the services of any 

Failed Ba nk e mployee, the Rece iver shall reimburse the Assuming Institution fo r such cost 

through the settl ement process described in Article VIJI. 

(d) No Third Party Beneficiaries. This Section 4. 12 is for the sole and 

exclusive benefit of the parties to this Agreeme nt, and fo r the benefit of no other Person 

(incl uding any fo rmer e mployee of the Failed Bank or any Subsidiary thereof, Eli gible 

Individual or Qualified Beneficiar y of s uch former emp loyee). Nothing in this Section 4.12 is 

intended by the parties, or shall be construed, to give any Person (including any former 

employee of the Failed Bank or any Subsidiary thereof, Eligible Individual or Qualified 

Benefic iary of such fo rm er empl oyee) oth er than the Corporatio n, the Receiver and the 

Ass uming Instituti on, any l.egal or equ itable r ight, remed y or claim under or wi th respect to the 

provisions of this Section 4.1 2. 

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4.13. Interim Asset Servicing. At any time after the Bank Closing Date, the Receiver 

may establish on its books an asset pool(s) and may transfer to such asset pool(s) (by means of 

accou nting e ntries on the books of the Receiver) all or any assets and liabilities of the Failed 

Bank which are not acqui red by the Assuming Institution, including, without limitation, wholl y 

unfunded Commitments and assets and liabilities which may be acquired, funded or originated 

by the Receiver s ubsequent to the Bank Closing Date. The Receiver may remove assets (and 

liabilities) from or add assets (and li abilities) to such pool(s) at any time in its discretion. At the 

option of the Receiver, the Assuming In stitution agrees to servi ce, adm iniste r and collect such 

pool assets in accorda nce with, and fo r the term set forth in, Exhibit 4.1 3 . 

4.14. [RESERVED] 

4.15. Loss Sharing. 

This Agreement includes no Shared-Loss Agreements. 

ARTICLE V. DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK. 

5.1. Payment of Checks, Drafts, Orders and Deposits. Subject to Section 9.5, the 

Assuming Institution agrees to pay all properly drawn checks, drafts, withdrawal orders and 

Assumed Deposits of deposito rs of th e Failed Ba nk presented for payment, whether drawn on the 

check or draft form s provided by the Failed Bank o r by the Assuming In stitution , to the extent 

that the Deposit balances to the credit of the respecti ve makers or drawers assumed by the 

Assuming Institution under this Agreement a re sufficient to permit th e payment thereof, and in 

all other respects to di scharge, in the usual course of conducting a banking bus iness, th e duties 

and obligations of the Failed Bank with respect to the Deposit balances due and owing to the 

depositors of the Failed Bank assumed by the Assu ming Institution under this Agreement. 

5.2. Certain Agreements Related to Deposits. Except as may be modified pursuant 

to Section 2 .2, the Assuming Institution ag rees to honor the te rm s and conditions of any written 

escrow or loan servicing agreeme nt or other similar agreement relating to a Deposit liability 

assumed by the Assuming Institution pursuant to this Agreement. 

5.3. Notice to Depositors. 

(a) Assu mpti on of Deposits. Within seven (7) days after th e Ba nk Closing 

Date, the Assuming Institution shall give notice by mail to each depositor of the Failed Bank of 

(i) the assumpti on of the D eposit liabilities of the Fai led Bank, a nd (ii) the procedures to claim 

De posi ts (the Receiver shall provide item (ii) to Assuming Institution). The Assuming 

Institution shall also publish notice of its assumpti on of the Deposit liabilities of the Failed 

Bank in a newspaper of gen eral circulation in the county or counties in which the Failed Bank 

was located. 

(b) Notice to De positors. Within seven (7) days after the Bank Closing Date, 

the Assuming Institution shall give notices by mail to each depositor of the Failed Bank, as 

required under Section 2.2 . 

(c) Fee Schedule. If the Assuming Institution proposes to charge fees 

different from those fees formerly charged by th e Failed Bank, the Assuming Institution shall 

include its fee schedule in its mailed notice. 

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(d) Approval of Notices and Publications. The Assuming Institution shall 

obtain approval of all notices and publications required by this Section 5.3 from counsel for the 

Receiver prior to mailing or publication. 

(e) Validation. To validate the notice requirements outlined in Section 5.3, 

the Assuming Institution shall provide the Receiver (i) an Affidavit of Publication to meet the 

publication requirements outlined in Section 5.3(a) and (ii) the Assuming Institution will 

prepare an Affidavit of Mailing in a form substantially similar to Exhibit 2.3B after mailing the 

seven (7) day Notice to Depositors as required under Section 5.3(b). 

ARTICLE VI. RECORDS. 

6.1. Transfer of Records. In accordance with Sections 2.1 and 3.1 , the R eceiver 

assigns, transfers, conveys and delivers to the Ass uming Institution, whether located on Bank 

Premises occupied or not oc·cupied by the Assuming Institution or at any other location, any and 

all Records of the Failed Bank, other than the following: 

(a) Records pertaining to former employees of the Failed Bank who were no 

longer employed by the Failed Bank as of the Bank C losing Date and Records pertaining to 

employees of the Failed Bank who were employed by the Failed Bank as of the Bank Closing 

Date and for whom the Receiver is unable to obtain a waiver to release such Records to the 

Assuming Institution ; 

(b) Records pertaining to (i) any asset or liability of th e Failed Bank retained 

by the Receiver, or (ii) any asset of the Failed Bank acq uired by the Receiver pursuant to this 

Agreement; and 

(c) any o ther Records as determined by the Receiver. 

6.2. Transfer of Assigned Records. The Receiver shall transfer to the Assuming 

Institution all Records descdbed in Section 6.1 as soon as practicable on or after the date of this 

Agreement. 

6.3. Preservation of Records. 

(a) Assuming Institution Records Retention. The Assuming Institution 

agrees that it will preserve and maintain for the joint benefit of the Receiver, the Corporation 

and the Assuming Institution, all Records of which it has custody. The Assuming Institution 

shall have the primary responsibility to respond to subpoenas, discovery requests, and other 

similar official inquiries and customer requests for lien releases with respect to the Records of 

which it has custody. With respect to its obligations under this Section 6.3 regarding 

Electronically Stored Information, the Assuming Institllltion wi ll complete the Data Retention 

Catalog attached hereto as Schedule 6.3 and submit it to the Receiver within thirty (30) days 

following the Bank Closing Date . With respect to Electronically Stored Information, the 

Assuming Institution must maintain those Records in an easily accessible and useable format. 

If such Records are maintained by a third party vendor, the Assuming Institution is responsible 

for ensuring that the third party complies with this Article. 

(b) Destruction of Certain Records. With regard to all Records of which it 

has custody which are at least ten (10) years old as of the date of the appointment of the 

Receiver, the Assuming Ins titution agrees to request wri tten permission to destroy such record s 

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by submitting a written request to destroy , specifying precisely w hich records are included in 

the request, to ORR- Records Manager, CServiceFDICDAL@FDIC.gov. 

(c) Destruction of Record s After Six Years. With regard to all R ecords of 

which it has c ustody which have been maintained in the custody of the Assuming Institution 

after six (6) year s from the date of the appointment of the Receiver, the Assuming Institution 

agrees to request writte n permission to destroy such records by submitting a written requ est to 

destroy, specifying precisely which records are included in the request, to ORR- Records 

M anager, CServiceFDICDAL @FDIC.gov. 

6.4. Access to Records; Copies. The Assuming Institution agrees to permit the 

Receiver and the Corporation access to all Records of which the Assumin g Institution has 

custody, and to use, inspect , make ex tracts from or request copies of any such Reco rds in the 

manner and to the extent requested, and to duplicate, in the discretion of the Receiver or the 

Corporation, any Record pertaining to Deposit account r elationships; provided that in the event 

that the Failed Bank maintained one or more duplicate copies of such R ecords, the Assuming 

Institutio n here by assigns, transfe rs, and conveys to the Corporation one such duplicate copy of 

each s uch Record without cost to the Corporation, and agrees to deliver to the Corporation all 

R ecords assigned and transferred to the Corporation under this Article VI as soon as practicable 

on or after the date of thi s Agreement. The party requesting a copy of any Record sha ll bear the 

cost (based on standard accepted industry charges to the extent applicable, as determined by the 

Receiver) for providing such duplicate Records. A cop y of each Record requested shall be 

provided as soon as practicable by the party hav ing custod y the reof. If the Receiver or 

Corporation is seeking access to a Record from the Assuming Institution, the Receiver or 

Corporation need not provide a subpoe na to obtain access to the Records in the Ass uming 

Institutio n's custody. 

6.5. Right of Receiver or Corporation to Audit. The Receiver or th e Corporation, 

their respective agents, contractors and employees, may (but a re not requi red to) perform a n 

audit to determine the Assuming Institution's compliance with this Agreement at any time, by 

providing not less than ten (10) Business Days prior notice. The scope and duration of any such 

audit shall be at th e discretion of the Receive r or th e Corporation, as the case may be . The 

Receiver o r the Corpo ration, as the case may be, shall bear th e expense of any such audit. In the 

event that any corrections are necessary as a res ult of such an audit, the Assuming Institution and 

the Receiver shall make such accounting adjustments, p ayments and withholdings as may be 

necessary to give retroactive effect to such con ectio ns. 

ARTICLE VII. BID; INITIAL PAYMENT. 

The Assuming Institution has submitted to the Receiver a Deposit premium bid of 0 % 

and an Asset di scou nt bid of Four Millio n Seven Hundred Fifty One Thousand Dollars 

($4,751 ,000.00) (the "Bid Amount"). The Deposit premium bid will be applied to the total of 

all Assumed Deposits except for brokered, CDARS®, and any market place or similar 

subscription services De posits as reflected on Schedul e 7. On the Payme nt Date, the Assuming 

In stitutio n will pay to the Corporation, o r the Corporation will pay to the Assuming Institution, 

as the case may be, the Initial Payment, together with interest on s uch a mount (if the Payment 

D ate is not the day fo llowing the Bank Closing Date) from and including the day fo llowing the 

Bank Clos ing Date to and including the day preceding th e Payment D ate at the Settl ement 

Interest Rate. 

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ARTICLE VIII. ADJUSTMENTS; SETTLEMENT PROCESS. 

8.1. Pro Forma Statement. The Receive r, as soon as practicable after the Bank 

Closing Date, in accordance with the best information then avai lable, shall provide to the 

Assuming Institution a Pro Forma statement reflecting any adj ustments of s uch liabilities and 

assets as may be necessary. Such Pro Forma statement shall take into account , to the extent 

possible, (a) liabilities and assets of a nature similar to those contemplated by Section 2. 1 or 

Section 3.1, respectively, which on the Bank C losing Date were carried in the Failed Bank's 

sus pense accounts, (b) accruals as of the Bank Closing Date for all income related to the assets 

and business of the Failed B ank acquired by the Assuming In stitution hereunder, whether or not 

such accruals were reflected! on the Failed Bank Records in the normal course of its operations, 

and (c) adjustments to determine the Book Value of any investment in an Acquired Subsidiary 

and related acco unts on the " bank o nly" (unconsolidated) balance sheet of the Failed Bank based 

on the Equity Method of Accounting, whether or not the Failed Bank used the Equity Method of 

Accounting for investments in subsidiaries, except that the resulting amount cannot be less than 

the Acquired Subsidiary 's recorded equity as of the Bank C losing Date as reflected o n the Failed 

Bank Reco rds of the Acquired Subsidiary. Acquired Subsidiaries with negative equity will be 

restated to $1 pursuant to the Equity Method of Accounting. Any Asset purchased b y the 

Ass uming Ins titution or an y asset of an Acquired Subsidiary purchased by th e Assuming 

Institutio n pursuant to Section 3. 1 which was parti ally o r wholly charged off durin g the period 

beginning the day after the Bid Valuation Date to the date of the Bank C losi ng Date shall be 

deemed not to be charged off for the purposes of the Pro Forma statement, and the purchase price 

shall be determined pursuant to Section 3.2. 

8.2. Correction ofErrors and Omissions; Other Liabilities. 

(a) Adjustments to Correct Enors. In the event any bookkeeping omissions 

or errors are discovered in preparing any Pro Forma statement or in completing th e transfers 

and assumptions contemplated hereby, the parties he reto agree to co rrect such e rrors and 

omiss ions, it being understood that, as far as practicable, all adjustments will be made 

consistent with the judgments, methods, policies or acco unting principles utilized by the Failed 

Bank in preparin g and maintaining Failed Bank Records, except that adjustments made 

pursuant to thi s Section 8.2(a) are not intended to bring the Failed Bank Records into 

accordance with generally accepted accounting principles. 

(b) Receiver's Rights Regarding Other Liabilities. If the Receiver discovers 

at any time subsequent to the date of thi s Agreement that any claim exi sts against the Fail ed 

Bank which is of such a nature that it would have been included in the liabilities assu med under 

Article II had the existence of such claim or the facts givin g rise thereto been known as of the 

Bank Closing Date, the Receiver may, in its di scretio n, at any time, require that such claim be 

assum ed by the Assuming Institution in a manner consistent with the intent of thi s Agreeme nt. 

The Receiver will make appropriate adjustments to th e Pro Forma state ment provided by the 

Receiver to the Assuming Institution pursuant to Section 8. 1 as may be necessary. 

(c) Other Adjustments. If the Fai led Bank transferred, after the Bid 

Valuation Date, an asset to a Subsidiary that is not an Acquired Subsidiary and the Assuming 

Institution would have purchased that asset under Sectio n 3.1 but for that transfer, the Receiver 

wiiJ make an adjustment to th e Initi al Payment (or subsequent payments) in an amount equal to 

(i) the Book Value of that transferred asset divided by (ii) the Book Value of all Assets plus the 

Book Value of that transferred asset plus the Book Value of other similarly transferred assets, 

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then multiplied by (iii) the Asset premium (discount) bid set forth in Article VII. This 

adjustment will be as a credit to the Assuming Institution in the case of an A sset premium bid 

and a credit to the Receiver in th e case of an Asset discoun t bid. For purposes of this Section 

8.2(c), Book V alue means, solely with respect to the applicable asset tra nsferred to a Subsidi ary 

that is not an Acquired Subsidiary, that value stated on the Failed Ba nk Records as of the Bid 

Valuation Date. 

8.3. Payments. The Receiver agrees to cause to be paid to the A ssuming Institution, 

or the Assuming Institution agrees to pa y to the Receiver , as the case may be, on the Settlement 

Date, a payme nt in an a mount which reflects net adjustments (including any costs, ex penses and 

fees associated with dete rminations of value as provided in this Agreeme nt) made pursua nt to 

Section 8.1 or Sectio n 8.2, plus interest as provided in Section 8.4. The Receive r and the 

Ass uming Institution agree to effect on the Settle ment D ate any further transfer of assets to or 

assumption of liabilities or claims by the Assuming Institution as may be necessary in 

accordance with Section 8. 1 or Section 8.2. 

8.4. Interest. Any a mounts paid under Section 8.3 or Section 8.5 shall bear interest 

for the period from and including the day following the Bank Closing Date to and including the 

day preceding the payment a:t the Settl eme nt Interest Ra te. 

8.5. Subsequent Adjustments. In the event tha t the Assuming In stitution or the 

Receiver discovers any erro rs or omissions as conte mplated by Section 8.2 or an y error with 

respect to the payment made under Section 8 .3 after the Settlement D ate, the Assuming 

Institutio n and the Receiver agree to promptly conect an y such en ors or omissions, make any 

payments and effect any tra nsfers or assumptio ns as may be necessary to reflect any such 

correction plus interest as provided in Section 8.4. 

ARTICLE IX. CONTINUING COOPERATION. 

9.1. General Matters. The parties hereto will, in good faith and with their best 

efforts , cooperate with each other to carry out the transactions contemplated by this Agreement 

and to effect the purposes hereof. 

9.2. Additional Title Documents. The Receiver, the Corporation and the Assuming 

Institution each shall, at any time, and from time to time, upon the reques t of any pa rty he reto, 

execute and deliver suc h additional instruments and doc uments of conveyance as shall be 

reasonably necessary to vest in the appropriate party its full legal or equitable title in and to the 

pro pe rt y transferred pursuant to thi s Agreement or to be transferred in accordance he rew ith . The 

Ass uming Institution shall prepare such instrume nts and documents of conveyance (in fonn a nd 

substance satisfactory to the Receiver) as shall be necessary to vest title to the Assets in the 

Assumin g Instituti.o n. The Ass uming Institution shall be responsible fo r recordin g such 

instruments and documents of conveyance at its own expense. 

9.3. Claims and Suits. 

(a) Defe nse a nd Settle me nt. The Receiver shall have the right, in its 

di scretion, to (i) defe nd or settle any claim or suit agains t the Assuming Institution w ith res pect 

to which the Receiver has indemnified the Assuming Institution in the same manner and to the 

same extent as p rovided in Article XII, and (ii) defend or settle any claim or suit against the 

Assuming Institution w ith respect to any Li ability Assumed , which claim or suit may result in a 

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loss to the Receiver arising out of or related to thi s Agreement, or which ex isted against the 

Failed Bank on or before the Bank Closing Date. The exercise by the Receiver of any rights 

under this Section 9.3(a) shall not release the Assumi ng In stitution with respect to any of its 

obligations under thi s Agreement. 

(b) Removal of Actions. 1n the event any action at law or in equity shall be 

instituted by any Person against the Receiver and the Corporatio n as codefendants with respect 

to any asset of the Fai led Bank retained or acquired pursuant to thi s Agreement by the Receiver, 

the Receiver agrees, at the requ est of the Corporation, to join with the Corporation in a petition 

to remove the action to the United States District Court for the proper district. The Receiver 

agrees to institute, with or without joinder of the Corporation as co-plaintiff, any action with 

respect to any such retained or acquired asset or any matter connected therewith whenever 

notice requ irin g such acti on shall be given by th e Corporation to the Receiver. 

9.4. Payment of Deposits. In the event any d epositor does not accept the obligation 

of the Assuming Institution to pay any Deposit liability of the Failed Bank assumed by the 

Assuming Institution pursuant to this Agreement and asserts a claim agai nst the Receiver for all 

or any portion of any such Deposit liability, the Assuming Institution agrees on demand to 

provide to the Receiver funds sufficient to pay such claim in an am ount not in excess of the 

Deposit liability reflected o n the books of the Assuming In stitution at the time such claim is 

made. Upon payment by the Assuming Institution to the Recei ver of s uch amount, the Assuming 

Institution shall be discharged from any further obligation under this Agreement to pay to any 

such depositor the amount of such Deposit liability paid to the Receiver. 

9.5. Withheld Payments. At any time, the Receiver or the Corporation may, in its 

discretion, detennine that al l or any portion of any deposit balance assumed by the Assuming 

Institution pursuant to this Agreement does not constitute a "Deposit" (or otherwise, in its 

discretion, determine that it is the best interes t of the Receiver or Corporatio n to withhold all or 

any portion of any deposit), and may direct the Ass umin g In stitution to withhold payment of all 

or any portion of any such deposit balance. Upon such direction, the Assuming Institution agrees 

to hold such deposit and not to make any payment of such deposit balance to or on behalf of the 

depositor, or to itself , whether by way of tran sfer, set-off or otherwise. The Assuming Institutio n 

agrees to maintain the " withheld payment" status of any such deposit balance until directed in 

writing by the Receiver or the Corporation as to its disposition. At the direction of the Receiver 

or the Corporation, the Assuming Institution shall return all or any portion of such deposit 

balance to th e Receiver o r the Corporation, as appropriate, and thereupon the Assuming 

Institutio n s hall be disc harged from any further liability to such de positor with respect to such 

returned deposit balance. If s uch deposit balance has been paid to the depositor prior to a demand 

for return by the Corporation or the Receiver, and payment of such deposit balance had not been 

previously withheld pu rsuant to this Section 9 .5, the Assuming In stituti on shall not be obligated 

to return such deposit balance to the Receiver or the Corporatio n. The Assuming Institution shall 

be obligated to reimburse the Corporation or the Receiver, as the case may be, for the amount of 

any deposit balan ce or portion thereof paid by the Assuming In stitution in contravention of any 

previous direction to withhold payment of such deposit balance or return such deposit balance 

the payment of which was withheld p ursuant to this Section 9.5. 

9.6. Proceedings with Respect to Certain Assets and Liabilities. 

(a) Cooperat ion by Assumi ng Instituti on. In connection with any 

in vestigation, proceeding or other matter with respect to any asset or liability of the Failed Bank 

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retained by the Receiver, or any asset of the Failed Bank acquired by the Receiver pursuant to 

this Agreement, the Assuming Institution shall cooperate to the extent reasonably required by 

the Receiver. 

(b) Access to Records. In addition to its obligations under Section 6.4, the 

Assuming Institution shall provide representatives of the Receiver access at reasonable times 

and locations without other .limitation or qualification to (i) its directors, officers, ·e mployees 

and agents and those of the Acquired Subsidiaries, and (ii) its books and Records, the books and 

Records of s uch Acquired Subsidiaries and all Credit Files, and copies thereof. Copies of 

books, Records and Credit Fi les shall be provided by the Assuming In stitution as requested by 

the Receiver and the costs of duplication thereof shall be borne by the Receiver. 

(c) Loan Documents. Not later tha n ten (1 0) days after the Put Notice 

pursuant to Section 3.4 or the date of the notice of transfer of any Loan by the Assuming 

Institution to the Receiver pursuant to Section 3.6, the Assuming Institution shall deliver to the 

Receiver such documents with respect to such Loan as the Receiver may requ est, including 

without limitation the following: (i) all related Credit Documents (other than certificates, 

notices and other ancillary documents), (ii) a certificate setting forth the principal amount on 

the date of the transfer and the amount of interest, fees and other char ges then accrued and 

unpaid thereon, and any restrictions on transfer to which any such Loan is subject, and (iii) all 

Credit Files, and all documents, microfiche, microfilm and computer records (including but not 

limited to magnetic tape, disc storage, card forms and printed copy) maintained by, owned by, 

or in the possession of the Ass uming In stituti on or any Affili ate of the Assuming In stituti on 

relating to the transferred Loan. 

9.7. Information. The Assuming In stitution promptly shall provide to the 

Corporation such other information, including financial s tatements and computations, relating to 

the performance of the provisions of this Agreement as the Corporation or the Receiver may 

request from tim e to tim e, a nd, at the requ est of the Receiver, make available employees of the 

Failed Bank empl oyed or retained by the Assuming Institution to ass ist in pre paration of the Pro 

Forma statement pursuant to Section 8. 1. 

9.8. Tax Ruling. The Assuming Institution shall not at any time, without the 

Corporation 's prior consent, seek a private letter ruling or other determination from the Internal 

Revenue Service or otherwise seek to qualify for any special tax treatment or benefits associated 

with any payments made by th e Receiver or Corporation pursuant to this Agreement. 

ARTICLE X. CONDITION PRECEDENT. 

The obligations of the parties to this Agreement are subject to the Receiver and the 

Corporation having received at or before the Bank Closin g Date evidence reasonably satisfacto ry 

to each of any necessary app roval, waiver, o r other action by any governmental authority, the 

board of directors of the Assuming Institution, or other third party, with respect to this 

Agreement and th e transactions contemplated hereby, the closing of th e Failed Bank and the 

appointment of the Receiver, th e charterin g of the Assumi ng In stitution, and any agreements, 

documents, matters or proceedings contemplated hereby or thereby. 

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ARTICLE XI. REPRESENTATIONS AND WARRANTIES O F THE ASSUMING 

INSTITUTION. 

T he Assu min g Institutio n represents and warrants to the Corporation and th e R eceiver as 

fo llows: 

11.1. Corporate E xistence and Authority. The Assuming Institution (a) is duly 

organized, validly existing and in good standing under the laws of its Chartering Authority and 

has full power and autho rity to own and operate its prope rties and to cond uct its bus iness as now 

conducted by it, and (b) has full power and authority to execute and deliver this Agreement and 

to perform its obligations hereunder. The Assuming Institution has taken all necessary corporate 

(or other applicable governance) action to auth orize the execution, delivery and performa nce of 

thi s Agreeme nt and the performance of the transactions contemplated hereby. 

11.2. Third Party Con sents. No governmental authority or other third party consents 

(including but not limited to approvals, licenses, registrations or declarations) a re requi red in 

connection with the execution, de livery or performance by the Assuming Institution of this 

Agreement, other than s uch consents as have been duly obtained and are in full fo rce and effect. 

11.3. Execution and E nforceability. This Agreement has been duly executed and 

deli vered by the Assuming In stitution and whe n this Ag reement has been duly authorized, 

executed and delivered by the Corporation and the Recejver , this Agreement will constitute the 

legal, valid and binding obligation of the Assurillng Institution, enforceable in accordance with 

its terms. 

11.4. Compliance with Law. 

(a) No Violations. Neither the Assuming Institution nor any of its 

Subsidiaries is in violation of any statute, regulation, order, decision, judgment or decree of, or 

any res triction imposed by, the United States of America, any State, muni cipal ity or other 

political subd ivision or any agenc y of any of the foregoin g, or any court o r othe r tribunal 

having jurisdiction over the Assuming Institution or any of its Subsidiaries or any assets of any 

such Pe rson, or any foreign government o r agency thereof having such jurisdiction, with respect 

to the conduct of the business of the Assuming Institution or of any of its Subsidiaries, or the 

ownership of the properties of the Assuming Institution or any of its Subsidiaries, wh ich, either 

individually or in the aggregate with all other such violations, would materially and adversely 

affect th e bus iness, operatio ns or condition (financial o r othe rw ise) of th e Assuming Institution 

o r the ability of the Assuming Institution to perform , satisfy or observe any obl igation or 

condition under thi s Agreement. 

(b) No Conflict. Neither the execution and delivery nor the performance by 

the Assuming Institution of this Agreement will res ul t in any v iolation by the Assuming 

Institution of, or be in confl ict with, any provision of any applicable law or regulation, or any 

order, writ or decree of any court o r governmental authority. 

11.5. Insured or Guaranteed Loans. If any L oans being transferred pursu ant to this 

Agreement are insured or g uaranteed by any department or agency of any governmental unit, 

federal, state or local, Assuming Institution represents that Assurillng Institution has been 

approved by such agency a nd is an approved lender or mortgagee, as approp riate, if such 

approval is requ ired. The Assuming Institution further assumes full respons ibility for 

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determining whether or not such insurance or guar antees are in full force and effect on the date 

of this Agreement and with respect to those Loans whose insurance or guaranty is in full force 

and effect on the date of this Agreement, Assuming Institution assumes full responsibility for 

do ing all thi ngs necessary to insure such insurance or guarantees remain in full fo rce and effect. 

Ass uming Institution agrees to assume all of the obligations under the contract(s) of insurance or 

guaranty and agrees to cooperate with the Receiver where necessary to complete forms required 

by the insuri ng or guaranteei ng department or agency to effect or complete the transfer to 

Assuming Institution. 

11.6. Re presentations R em a in True. The Assuming Institution represents and 

warrants that it has executed and delivered to the Corporation a Purchaser Eligibility 

Certification and Confidenti ality Agreement and that all info rmation provided and 

represe ntations made by or on behalf of the Assu ming Institution in connection with thi s 

Agreement and the transactions contemplated hereby, including, but not limited to, the Purchaser 

Eligibility Certification and Confidentiality Agreement (which are affirmed and ratified hereby) 

are and remain true and correct in all material respects and do not fai l to state any fact required to 

make the information co ntai ned therein not misleading. 

11.7. No R eliance; Independent Advice. The Assuming Institution is not relying on 

the Receiver or the Corporation for any business, legal, tax, accounting, investm ent or other 

advice in connection with this Agreement and the Exhibits hereto and documents delivered in 

connection with the foregoing, and has had adequate opp ortunity to cons ult with advisors of its 

choice in connection therewith. 

ARTICLE XII. INDEMNIFICATION. 

12.1. Indemnification of lndemnitees. From and after the Bank Closing Date and 

subject to the limitations set forth in thi s Section 12.1 and Section 12.6 and compliance by the 

Jndemn itees with Section 12.2, the Receiver ag rees to indemni fy and hold harmless the 

lndemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) 

incurred prior to the assumption of defense by the Receiver pursuan t to Section 12.2(d), 

judgments, f ines and amou nts paid in settlement actuall y and reasonably incuned in connection 

with claims against any Inde mn itee based on liabiliti es of the Fai led Bank th at are no t assumed 

by the Ass uming Institution pursuant to this Agreement or subseq uent to the execution hereof by 

the Assuming Institutio n or any Subsidiary or Affiliate of the Assuming In stitution for which 

indemni fication is provided: 

(a) hereunder in thi s Section 12.1 , subject to certain exclus ions as provided 

in Section l 2. l (b): 

(i) claims based on the ri ghts of any shareholder o r former 

shareholder as such of (A) the Failed Bank, or (B) any Subsidiary or Affihate of the 

Failed Bank; 

(ii) claims based on the rights of any cred itor as such of the Failed 

Bank, or any creditor as such of any d irector, of ficer, empl oyee o r agent of the Fai led 

Bank, with respect to any indebtedness or other obligation of the Fai led Bank aris ing 

prior to the Bank Closing Date; 

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(iii) claims based on the rights of any present or former director, 

officer, employee or agent as s uch of the Failed B ank or of any Subsidiary or Affiliate of 

the Failed Bank; 

(iv) claims based on any action or inaction prior to the Bank Closing 

Date of the Failed Bank, its directors, officers, employees or agents as such, or any 

Subsidiary or Affiliate of th e Fai led Bank, or the directors, officers, employees or agents 

as such of such Subsidiary or Affiliate; 

(v) claims based on an y malfeasance, m isfeasance or nonfeasance of 

the Failed Bank, its directors, officers, employees or agents with respect to the trust 

business of the Failed Bank, if any; 

(vi) claims based on any fai lure or alleged failure (not in violation of 

law) by the Assuming Institution to continue to perform any service or activity previously 

performed by the Failed Bank which the Assuming Institution is not required to perform 

pursuant to this Agreement or which arise under any contract to which the Failed Bank 

was a party which the Assumi ng Ins titution elected not to assume in accordance with this 

Agreement and which neither the Assuming Institution nor any Subsidiary or Affiliate of 

the Assuming Institution has assumed subsequent to the execution hereof; 

(vii) claims arising from any action or inaction of any Indemnitee, 

including for purposes of this Section 12.l(a)(vii) the former officers or employees of the 

Failed Bank or of any S ubsidiary or Affiliate of the Failed Bank that is taken upon the 

specific written d irectio n of th e Corporation or the Receiver, other than any action or 

inaction taken in a manner constituting bad faith, gross negligence or willfu l misconduct; 

and 

(viii) claims based o n the ri ghts of any depositor of the Failed Bank 

whose deposit has been accorded "withheld payment" status and/or returned to the 

Receiver o r Corporatio n in accordance with Section 9.5 and/or has become an 

"unclaimed deposit" or has been returned to the Corporation or the Receiver in 

accordance with Section 2.3; 

(b) provided that with respect to this Agreement, except for Section 

12. l (a)(vii) and (viii), no in demnification will be provided under this Agreement for any: 

(i) j udgment o r f ine against, or any amount paid in settlement 

(without the written approval of the Receiver) by, an y Indemnitee in connection with any 

action that seeks da mages against any lndemn itee (a "Counterclaim") arising with 

respect to any Asset and based on any action or inaction of either the Failed Bank, its 

directo rs, officers, employees or agents as such p rior to the Bank C losing Date, unless 

any such judgment, fi ne or amount paid in settlement exceeds the greater of (A) the 

Repurchase Price of such Asset, or (B) the monetary recovery sought on such Asset by 

the Assuming Institution in the cause of action from which the Counterclaim arises; and 

in s uch event the R eceiver will p rovide indemnification only in the amount of such 

excess; and no indemnification will be provided for any costs or expenses other than any 

costs or expenses (including attorneys' fees) which, in the determination of the Receiver, 

have been actually and reasonably incurred by su ch Indemnitee in connection with the 

defense of any such Counterclaim; and it is expressly agreed that th e Receiver reserves 

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the ri ght to intervene, in its discretion, on its behalf and/or on behalf of the Receiver, in 

the defense of any s uch Counterclaim; 

(ii) claims with respect to any liability or obligatio n of the Failed Bank 

that is expressly assumed by the Assuming Institution pursuant to this Agreement or 

subsequent to the execution hereof by the Assuming Institution or any Subsidiary or 

Affiliate of the Assuming Institution; 

(iii) claims with respect to any liability of the Failed Bank to any 

present or fo1mer employee as s uch of the Failed Bank or of any Subsidiary o r Affiliate 

of the Failed Bank, which liability is expressly assumed by the Assuming Institution 

pursuant to this Agreement or subsequent to the execution hereof by the Assuming 

Institution or any Subsidiary or Affiliate of the Assuming Institution ; 

(iv) claims based on the failure of any Indemnitee to seek recovery of 

damages from the Receiver for any claims based upon any action or inaction of the Failed 

Bank, its directors, officers, employees or agents as fiduciary, agent or custodian prior to 

the Bank Closing Date; 

(v) claims based on any violation or alleged violation by any 

Indemnitee of the antitrust, branching, banking o r bank ho lding company o r securities 

laws of the United States of America or any State thereof; 

(vi) claims based on the rights of any present or former creditor, 

customer, or supplier as such of the Assuming Institution or any S ubsidiary or Affili ate of 

the Assuming Institution; 

(vii) claims based on the rights of any present or former s hareholder as 

such of the Assuming Institution or any Subs idiary or Affiliate of the Assuming 

Institution regardless of whether any such present o r former shareholder is also a present 

or former shareholder of the Failed Bank; 

(viii) claims, if the Receiver determines that the effect of providing such 

indemnification would be to (A) expand or alter the provisions of any w arranty or 

disclaimer thereof provided in Section 3.3 or any other provision of this Agreement, or 

(B) create any warranty not expressly provided under this Agreement; 

(ix) claims which could have been enforced against any Indemnitee 

had the Assuming Institution not entered into thi s Agreement; 

(x) claims based on any liability for taxes or fees assessed with respect 

to the consummation of the transactions contemplated by thi s Agreement, including 

without limitation any subsequent transfer of any Assets or Liabilities Assumed to any 

Subsidiary or Affi liate of the Assuming Institutio n; 

(xi) except as expressly provided in this Article XII, claims based on 

any action or inaction of any Indemnitee, and nothing in this Agreement shall be 

construed to provide indemnification for (i) the Failed Bank, (ii) any Subsidiary or 

Affiliate of the Failed Bank, or (iii) any present or former director, officer, employee or 

agent of the Failed Bank or its Subsidiaries or Affiliates; provided that the Receiver, in its 

sole and absolute discretio n, may provide indemnification hereunder for any p resent or 

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former director , officer, employee or agent of the Failed Bank or its Subs idiaries or 

Affiliates who is also or becomes a director, officer, employee or agent of the Assuming 

Ins titution or its Subsidiaries or Affiliates; 

(xii) claims or actions which constitute a breach by the Assuming 

Institution of the repr esentations and warranties contai ned in Article XI; 

(xiii) claims arising o ut of or relating to the condition of or generated by 

an Asset arising from or relating to the presence, storage or release of any hazardous or 

toxic substance, or an y po llutant or contaminant, o r condition of such Asset which violate 

any applicable Federal, State or local law or regulation concerning environmental 

protection; an d 

(xiv) claims based on, related to or arising from any asset, including a 

loan, acquired or liability assumed by the Assuming Institution, other than p ursuant to 

thi s Agreement. 

12.2. Conditions Precedent to Indemnification . It shall be a conditi on p recedent to 

the obli gation of the Receiv er to indemnify any Person pursuant to this Article XII that such 

Person shall, with respect to any claim made or threatened against such Person for w hich such 

Person is or may be entitled to indemnificatio n hereunder : 

(a) give written notice to the Regional Counsel (Liti gation Branch) of the 

Corporation in the manner and at the address provided in Section 13.6 of such claim as soo n as 

practicable after such claim is made or threatened; pro vided that notice must be given on or 

before the date which is six. (6) years fro m the date of this Agreement; 

(b) provi de to the Receiver such information and cooperation with respect to 

s uch claim as the Receiver may reasonably require; 

(c) cooperate and take all steps, as the Receiver may reasonabl y req uire, to 

preserve and protect any defense to such claim; 

(d) in th e event suit is brought with respect to such claim, upo n reasonable 

prior notice, afford to the Receiver the right, which the Receiver may exercise in its sole and 

abso lute discretion, to conduct the investigation , control th e defense and effect settlement of 

such claim, including without limitation the right to designate counsel and to control all 

negotiatio ns, liti gatio n, arbitration, settlements, compro mises and appeals of any such claim, all 

of which shall be at the expense of the Receiver; provided that the Receiver shall have notified 

the Person claiming indemnification in writing that such claim is a claim with respect to which 

such Person is entitled to indemnification under this Article XII; 

(e) not incur an y costs or expenses in connection with any response or suit 

with respect to such claim, unless such cos ts or expenses were incurred upon the written 

direction of the Receiver ; provided that the Receiver s hall not be obligated to reimburse the 

amount of any such costs or expenses unl ess such costs or expenses were incurred upon the 

written direction of the Receiver; 

(f) not release or settl e such claim or make any payment or adm ission with 

respect thereto, unless the Receiver consents thereto; provided that the Receiver sh all not be 

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obligated to reimburse the amount of any such settlement or payment unless such settlement or 

payment was effected upon the written direction of the Receiver; and 

(g) take such reasonable action as the Receiver may request in wntmg as 

necessary to preserve, protect or enforce the rights of the Indemnitee against any Primary 

Indemnitor. 

12.3. No Additional Warranty. Nothing in this Article XII shall be construed or 

deemed to (a) expand or otherwi se alter any warranty or d isclaimer thereof provided under 

Section 3.3 or any other provision of this Agreement with respect to, among other matters, the 

title, value, collectability, genuineness, enforceability, documentation, condition or freedom from 

liens or encumbrances, of any (i) Asset, or (ii) asset of the Failed Bank purchased by the 

Assumi ng Institution subseq uent to the executio n of this A greement by th e Assumi ng Institution 

or any Subsidiary or Affiliate of the Assuming Institution, or (b) create any warranty not 

expressly provided under this Agreement with respect thereto. 

12.4. Indemnification of Receiver and Corporation. From and after the Bank 

Closing Date, the Assuming Institution agrees to indemnify and hold harmless the Corporation 

and the Receiver and their respective directors, officers, employees and agents from and against 

any and all costs, losses, liabilities, expenses (including attorneys' fees), judgments, fines and 

amounts paid in settlement actually and reasonably incurred in connection with any of the 

following: 

(a) claims based o n any and allliabiUties or obligations of the Failed Bank 

assumed by the Assumi ng Institutio n pursuant to this Ag reement o r subsequent to the execution 

hereof by the Assuming Institution or any Subsidiary or Affiliate of th e Assuming Institution, 

whether or not any s uch liabilities subsequently are sold and/or transferred, other than any 

claim based upon any action o r inaction of any Indemnitee as provided in Section 12.l(a)(vii) 

or (viii) ; 

(b) claims based on any act or omissio n of any Inde mnitee (including but not 

limited to claims of any Person claiming any ri ght or title by or through the Assuming 

Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or 

Section 3.6), other than any action or inaction of any Indemnitee as provided in (vii) or (viii) of 

Section 12.l(a); and 

(c) claims based o n any fai lure of the Assuming Institution to comply with 

any provision of Article VI. 

12.5. Obligations Supplemental. The obligations of the Receiver, and the Corporation 

as guarantor in accordance with Section 12.7, to provide indemnification under this Article Xll 

are to supplement any amount payable by any Primary Indemnitor to the Person indemnified 

under this A rticle XII. Cons istent with that intent, the R eceiver agrees only to make payments 

pursuant to such indemnification to the extent not payable by a Primary Indemnitor. If the 

aggregate amount of payments by the Receiver, or the Corporation as guarantor in accordance 

with Section 12.7, and all Plimary lndemnitors with respect to any item of indemnification under 

this Article XII exceeds the amount payable with respect to such item, such Person being 

indemnified shall notify the Receiver thereof and, upon the request of the Receiver, shall 

promptly pay to the Receiver, or the Corporation as appropriate, the amount of the Receiver's (or 

Corporation's) payments to the extent of such excess. 

Whol e Bnnk w/ Opti onal Commercial Sht~rcd Loss Agreement 42 Bank ofWausnu 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.2013 
12.6. Criminal Claims. Notwithstanding any provisiOn of this Article XII to the 

contrary, in the event that any Person being indemnified under this Article XII shall become 

involved in any crimin al action, suit or proceeding, whether judicial, adminis trative or 

investi gative, the Receiver shall have no obligation he reunder to ind emnify such Person fo r 

liability with respect to any criminal act or to the extent any costs or expenses are attributable to 

the defense against the allegation of any criminal act, unless (a) the Person is successful on the 

merits or otherwi se in the defense against any such action , suit or proceeding, or (b) such action , 

suit or proceeding is terminated without th e imposition ofliability on such Person. 

12.7. Limited Guaranty of the Corporation. The Corporation hereby g uarantees 

performance of the Receiver 's obligation to indemnify the Assuming Institution as set forth in 

thi s Article XIl. It is a condition to the Corporation's obligation hereunder that the Assuming 

Institution shall comply in all respects with the applicable provisions of this Article XII. The 

Corporation shall be liable hereunder only for such amounts, if any, as the Receiver is obligated 

to pay under the terms of this Article Xll but shall fail to pay. Except as otherwise provided 

above in thi s Section 12.7, nothing in thi s Article XII is intended or shall be constru ed to create 

any liabi lity or obligation on the part of the Corporation, the Un ited States of America or any 

department or agency thereof under or with respect to this Article XII, or any provision hereof, it 

being the intention of the parties hereto that the obligations undertaken by the Receiver under 

thi s Article XTT are the sole and excl usive responsibility of the Receiver and no other Pe rson or 

entity. 

12.8. Subrogation. Upon payme nt by th e Receiver, or the Corporation as guarantor in 

accordance with Section 12.7, to any Indemnitee for any claims indemnifi ed by the Receiver 

under this Article XII, the Receiver, or the Corporation as appropriate, shall become subrogated 

to all rights of the Indemnitee against any other Person to the extent of such payment. 

ARTICLE XIII. MISCELLANEOUS. 

13.1. Costs, Fees, and Expenses. All fees, costs and expenses incurred by a party in 

connection with this Agreement (including the performance of any obligations or the exercise of 

any ri ghts hereunder) shall be borne by such party unl ess expressly otherwi se provided; provided 

that the Assuming In stitution shall pay all fees, costs and expenses (oth er than attorneys' fees 

incurred by the Receiver) incurred in connection with the transfer to it of any Assets or 

Liabilities Assumed hereunder or in accordance herewith. Further, the Assuming Institution 

shall be responsible for the payment ofMERS routine transaction charges. 

13.2. WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY 

AND UNCONDITIONALLY W AlVES , TO THE MAXIMUM EXTENT PERMITTED BY 

APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY lN OR TO HAVE A J URY 

PARTIC IPATE IN R ESOLVING ANY DISPUTE, ACTION, PROCEEDING OR 

COUNTERCLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, 

ARISING OUT OF OR RELATING TO OR IN CONNECTION WITH THIS AGREEMENT 

OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. 

13.3. Consent; Determination or Discretion. When the consent or approval of a party 

is required under this Agreement, such consent or approval shall be obtained in writing and 

unless expressly otherwise provided, shall not be unreasonably withheld or delayed . When a 

determination or decision is to be made by a party under this Agreement, that party s hall make 

such determination or decision in its reasonable discretion unless expressly otherwi se provided. 

Whol e Bnnk w/ Opti onal Commercial Sht~red Loss Agreement 4 3 Bank ofWausnu 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.2013 
13.4. Rights Cumulative. Except as expressly otherwise provided herei n, the rights of 

each of the parties under this Agreement are cumulative, may be exercised as often as any party 

considers appropriate and are in addition to each such party's rights under this Agreement, any of 

the agreements related thereto or under appl icable law. Any failu re to exerc ise or any delay in 

exercising any of such ri ghts, or any partial or defective exercise of such rights, shall not operate 

as a waiver or variation of that or an y other s uch right, unless expressly otherwise provided. 

13.5. References. References in this Agreement to Reci tals, Articles, Sections, 

Schedules and Exhibits are to Recitals, Articles, Sections, Schedules and Exhibits of this 

Agreement, respectively, unless the context indicates that the Shared-Loss Agr eement is 

intended. References to parties are to the parties to this Agreement. Unless expressly otherwise 

provided , refere nces to days and months are to calendar days and months respectivel y. In any 

case where a notice or o ther action is due on a day which is not a Business Day, such notice or 

other actio n may be delayed until the next-succeeding Business Day. Article and Section 

headings are for convenient reference and shall not affect the meaning of this Agreement. 

References to the singular sh all include the plur al, as th e context may require, and vice versa. 

13.6. Notice. 

(a) Form of Notices. All notices sha ll be given in wri ting and p rovided in 

accordance with the provisions of this Section 13 .6, unless expressly otherwise provided. 

(b) Notice to the Receiver or the Corporation. With respect to a notice under 

this Agreement: 

Federal Deposit Ins ura nce Corporation 

1601 Bryan Street 

Dallas, Texas 75201 -3430 

Attention: Settleme nt Agent 

Tn add ition, with respect to notices under Section 4.6, with a copy to: 

In additi on, with respect to notice unde r Article XII: 

Regional Counsel (Litigation Branch) 


1601 Bryan Street 


Dall as, TX 7520 1-3430 


In addition, with respect to communications unde r Exhibit 4 .13, a copy to: 

1601 Bryan Street 

Dallas, TX 7520 1-3430 

Attenti on: Interim Servici n g Manager, Rebecca Padilla 

I I 

Whol e Bnnk w/ Opti onal Commercial Sht~rcd Loss Agreement 44 Bank ofWausnu 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.2013 
(c) Notice to Assuming Institution. With respect to a notice u nder thi s 

Agreement: 

Nicolet Natio nal Bank 

111 North Washington Street 

Green Bay, Wisconsin 54301 

Attenti o n: Michael E. Daniels, President and Chief Operating Officer 

13.7. Entire Agreement. This Agreement and the Shared-Loss Agreement, if any, 

includin g the Schedules and Exhibits hereto and thereto, embody the entire agreement of the 

parties hereto in re lation to the subj ect matter herein and supersede all prior understandings or 

agreements, oral or written, between the parties. 

13.8. Counterparts. This Agreement may be executed in any number of counterparts 

and by the dul y authorized representative of a different party hereto on separate counterparts, 

each of which when so exec uted shall be deemed to be an original and all of which when taken 

together shall constitute one and the same Agreement. 

13.9. GOVERNING LAW . THIS AG REEMENT AND THE RIGHTS AND 

OBLIG ATIONS HER EUNDE R S HALL BE GOVERN ED BY A ND CONSTRUED IN 

ACCORD ANCE WIT H THE FEDERAL LAW OF T HE UNITED STATES OF A MERICA, 

AND IN THE ABSENCE OF CONTROLLING FEDER AL LAW, IN ACCORDANCE WITH 

THE LAWS OF THE STAT E IN WHICH THE MAIN OFFICE OF THE FAILED BANK IS 

LOCATED. 

13.10. Successors and Assigns. 

(a) Binding on Successor and Assigns; Assignments. All term s and co nd iti ons 

of this Agreement shall be binding on the successors and assigns of the Receiver, the 

Corporatio n and the Ass umi ng Institution. The Receiver may assig n or otherwise tr ansfer thi s 

Agreement and the rights and obligations of the Receiver hereunder (in whole or in part) to the 

Corporation in its corporate capacity without the consent of Assuming Institution. 

Notwithstanding anything to the contrary co ntained in this Agreement, the Assumi ng In stitution 

may not assign or otherwise transfer this Agreement or any of the Assuming Institutio n 's rights 

or obligations hereunder (in whole or in part) without the pr ior written consent of the Receiver, 

which consent may be granted or withheld by the Receiver in its sole and absolute discretion. 

(b) No Third Party Beneficiaries. Nothin g expressed or referred to in thi s Agreement 

is intended or shall be construed to give an y Person other than the Receiver, the Corporation and 

the Assuming Institution any legal or equitable right, rem edy or claim under or with respect to 

this Agreement or any prov isio ns con tained here.in, it being the intention of the parties hereto that 

thi s Ag reement, the obligatio ns and statements of responsib ilities hereunder, and all other 

conditions and provisions hereof are for the sole and excl usive benefit of the Receiver, the 

Corporation and the Assuming Institution and for the benefit of no other Person. 

13.11. Modification. No amend ment o r other modificatio n, rescission or release of any 

part of thi s Agreement or the Shared-Loss Agreement, if any, shall be effecti ve except pu rsuant 

to a written agreement subscribed by the dul y authorized representatives of the parties. 

Whol e Bnnk w/ Opti onal Commercial Sht~rcd Loss Agreement 45 Bank ofWausnu 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.2013 
13.12. Manner of Payment. All payments du e u nder this Agreeme nt shall be in lawful 

money of the United States of America in immediately available funds as each party hereto may 

specify to the other parties; provided th at in the event th e Receiver or the Corporatio n is 

obligated to make any payment hereunde r in the amount of $25,000.00 or less, such p ay me nt 

may be made by check. 

13.13. Waiver. Each of the Receiver, th e Corporatio n and the Assuming Instituti on may 

waive its respective rights, powers or pri vileges under thi s Agreement; provided that such wai ver 

shall be in writing; and further provided that no failure or delay on the part of the Receiver, the 

Corporatio n or the Assuming Institution to exercise an y right, power or privilege under this 

Agreement shall operate as a waiver thereof, nor will a ny single or partial exercise of any right, 

power o r p rivilege unde r this Agreement preclude any o ther o r further exercise thereof or the 

exercise of any other right, power or privilege by the Receiver, the Corporation or the Assuming 

Institutio n under this Agreement, nor will any such waiver operate or be construed as a future 

waiver of such right, power or privilege under this Agreem ent. 

13.14. Severability. If any provision of th is Agreement is declared inva lid or 

unenfo rceable, then, to the extent possible, all of the remaining provisions of this Agreement 

shall remain in f ull fo rce and effect and shall be binding upon the parties hereto. 

13.15. Term of Agreement. This Agreement shall co ntinue in full fo rce and effect 

until the tenth (lOth) anni versary of the Bank C losing Date; provided th at the provisions of 

Sections 6 .3 and 6.4 shall survive the expiration of the term of thi s Agreement; and provided 

further that the receivership of the Failed Bank may be terminated prior to the expiration of the 

term of this Agreement, a nd in such event, the guaranty of the Corporation, as provided in and in 

accordance with the provisio ns of Section 12.7, shall be in effect for th e remainder of t he term of 

this Agreeme nt. Expiration of the term of this Agreement shall not affect any claim or lia bility of 

any party with respect to any (a) amount which is owing at the time of such expiration, 

regardl ess of when such amount becomes payabl e, and (b) breach of thi s Ag reement occurring 

prio r to such expiration, regardl ess of when such breach is discovered. 

13.16. Survival of Covenants, Etc. The covenants, representations, and warranti es in 

thi s Agreement shall surv ive the executi o n of thi s Agreement a nd the co nsummati on of the 

transactio ns co ntemplated hereunder. 

[Signature Page Follows] 

Whol e Bnnk w/ Opti onal Commercial Sht~rcd Loss Agreement 46 Bank ofWausnu 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19,2013 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 

executed by their duly autho rized representatives as ofthe date first above written. 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

RECEIVER OF BANK OF WAUSAU 

WAUSAU, WISCONSIN 

BY:I..______:-­ NAME: Dennis W. Trimper 

TITLE: Receiver in Charge 

FEDERAL DEPOSIT INSURANCE CORPORATION 


BY:.____I--------~~---­ NAME: Dennis W. Trimper 

TITLE: Attorney in Fact 

Attest: 

NICOLET NATIONAL BANK I 

BY: 

NAME: Michael E. Daniels 

TITLE: President and Chief Operating Officer 

Attest: 

Whole Bank wl Optional Commercial Shared· Loss Agrctmcnl 47 Bank ofWausau 

Versio n S,3 - I'!.! RCHASE AND ASSUMPTION AOREgMENT Wausau. W1Jconsm 

July 19,2013 
SCHEDULE 2.1(a) 

EXCLUDED DEPOSIT LIABILITY ACCOUNTS 

The Bank of Wausau has no deposits associated with the Depository Organization (DO) Cede & Co as 

Nom inee for DTC. The DO accounts do not pass to the Assuming Bank and are excluded from the 

transaction as described in section 2. 1 of the P&A Agreement. This schedule will be updated post closing 

with data as of Bank Closing date. 

Whol e Bnnk w/ Opti onal Commercial t~rcd Loss Agreement 48 Bank ofWausnu 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.2013 
SCHEDULE 3.2 


PURCHASE PRICE OF ASSETS OR ANY OTHER ASSETS 


(a) 	 cash and receivables from depository 

institutio ns, including cash items in the 

process of collectio n, plus 

interest thereon: 

(b) 	 securities (exclusive of the capital stock of 

Acquired Subsidiaries and FHLB stock), 

plus interest thereon: 

(c) federal funds sold and repurchase 

agreements, if any, including interest 

thereon: 

(d) 	 Loans: 

(e) 	 credit card business: 

(f) 	 safe deposit business, safekeeping business 

and trust business, if any: 

(g) 	 Records and other documents: 

(h) 	 Other Real Estate: 

(i) 	 all repossessed collateral, such as boats, 

motor vehicles, aircraft, trailers, and fire 

arms 

U) 	 capital stock of any Acqui red Subsidiaries 

(subject to Section 3.2(b), and FHLB stock: 

(k) 	 amounts owed to the Failed Bank by any 

Acquired Subsidiaries: 

(I) 	 assets securing Depos its of public money, 

to the extent not otherwise purchased 

hereunder: 

(m) 	 overdrafts of custo mers: 

(n) 	 ri ghts, if any, with respect to Qualified 

Financial Contracts: 

Book Value 

As p rovided in Section 3.2(b) 

Book Value 

Book Value 

Book Value 

Book Value 

Book Value 

Book Value 

Book Value 

Book Value 

Book Value 

Book Value 

Book Value 


As provided in Section 3.2(c) 


Whol e Bnnk w/ Opti onal Commercial Sht~rcd Loss Agreement 49 Bank ofWausnu 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.2013 
(o) 	 rights of the Failed Bank to have loan 

servicing provided to th e Failed Bank by 

others and related contracts: 

(q) 	 Personal Computers and Owned Data 

Management Equipment: 

(r ) 	 Safe Deposit Boxes 

Assets subject to an option to purchase: 

(a) 	 Bank Premises with a fixed price: 

All other Bank Premi ses 

(b) 	 Furniture and Equipment: 

(c) 	 Fixtures: 

(d) 	 Other Equipment: 

(e) 	 Specialty Assets 

Book Value 

Fair Market Value 

Fair Market Value 

As set forth in the Bid Form 

Fair Market Value 

Fair Market Value 

Fair Market Value 

Fair Market Value 

Fair Market Value 

Whol e Bnnk w/ Optional Commercial t~rcd ss Agreement 50 Bank ofWausnu 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.201 3 
SCHEDULE 3.5(1) 


EXCLUDED SECURITIES 


FDIC ORIGINAL 

RETAINED ORIGINAL COUPON ISSUE MATURITY BOOK 

Y/N CUSIP ASSET NAME/DESCRIPTION FACE/PAR RATE DATE DATE VALUE 

$2 ,700,000 

Whol e Bnnk w/ Optional Commercial t~rcd Loss Agreement 5 1 Bank of Wausnu 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT \ Vausau. Wisconsin 

July 19.201 3 
SCHEDULE 3.5(m) 

EXCLUDED LOANS AND OTHER REAL ESTATE 


I !INTEREST I I 


loRIGBAL IORIGDATE IRATE IMATDATE 


Whol e Bnnk w/ Opti onal Commercial Sht~rcd Loss Agreement 52 Bank ofWausnu 

V ersio n 5.3- PuRCHASE AND A SSUMPTION AGREEMENT \ Vausau. Wisconsin 

July 19.2013 
$11,360,435.28 

Other Real Estate 

$ 2,377,561.28 

Whol e Bnnk w/ Opti onal Commercial Sht~rcd Loss Agreement 53 Bank of Wausnu 

V ers io n 5.3- PuRCHASE AND A SSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.2013 
SCHEDULE 4.1(b) 


BANK PREMISES IN UNDERSERVED AREAS 


NONE 


Whol e Bnnk w/ Opti onal Commercial t~rcd Loss Agreement 54 Bank ofWausnu 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT \ Vausau. Wisconsin 

July 19.2013 
SCHEDULE 6.3 


DATA RETENTION CATALOG 


i . I , J I , 

I d f ~ • l 

Whol" IJ,,,I.. 1</ Oplu'""l Cot11Htc''"'"l Sh,<red·L<>>< '\src·~"'""' 55 lhok nl' W"u'"" Vur'l"n 5.3- ~.lr']) ,\'>"'~11'T!"t' t\"!)!T\Tl"'JJ \V>'I"au, Wj'''"IHll July 1~. !OLi 
Whole Bank w/ Optional Commercial Shared

-Loss Agreement 56 Bank of Wausau 

Version 5.3 – PURCHASE AND 

ASSUMPTION AGREEMENT Wausau, Wisconsin 

July 19, 2013 
SCHEDULE7 


Accounts Excluded from Calculation of Deposit Franchise Bid Premium 


Bank of Wausau 


Wausau, Wisconsin 


The accounts identified below will pass to the Assuming In stitution (unl ess otherwise noted). 

When calcu lating the premium to be paid on Assumed Deposits in a purchase and assumption 

u·ansaction, the FDIC will exclude the fo llowing categories of deposit accounts: 

Categm:r Description Amount 

l Non-DO Brokered Deposits $ 3,425.000.00 

II CDARS $_,_,_._ 

lll Market Place Deposits $ 9.1 24,000.00 

Tota l de osits excluded rom calculation o· remium $ 12 549 000.00 

Category Description 

I. Brokered Deposits 

Brokered deposit accounts are accounts fo r wh ich the "de positor of record" is an agent, nominee 

or custodian who de posits funds for a principal or principals to whom " pass-through" deposit 

insurance coverage may be extended. The FDIC separates brokered deposit accounts into two 

categories: 1) Depository Organization (DO) Brokered Deposits and 2) Non-D epository 

Organizati o n (No n-DO) Bro kered Deposits. This distinction is made by the FDIC to fac ili tate 

our ro le as Receiver and Ins urer. T hese term s will no t appear on other "brokered deposit" 

reports generated by Bank of Wausau. 

Non-DO Brokered Deposits pass to the Assumi ng Instit uti on, but are excluded from Assumed 

Deposits when the deposit premium is calculated. Please see the attached "Schedule 7 - NonDO Broker Deposit Detail R eport" for a listing of these accounts. This list will be updated post 

closing with balances as of th e Bank Clos ing Date . 

If B arile of Wausau had any DO Brokered Deposits (Cede & Co as Nominee for DTC), they are 

excluded from Assumed Deposits in the Purchase and Assumption Agreement. 

II. CDARS 

CDARS deposits pass to the Ass uming Institution, but ar e excluded from Assumed Deposits 

when the deposit premium is calculated . 

Bank of Wausau did not parti cipate in the C DARS program as of the date of th e deposit 

download. If CDARS depos its are taken between the date o f the deposit download and the Bank 

Closing Date, they will be identified post closing and made part of Schedule 7 to the Purchase 

and Assumption Agreement. 

III. Market Place Deposits 

"Market Place Deposits" is a description given to deposits that may have been solicited via a 

money desk , internet subscription service (for example, QwickRate®), or similar programs. 

Whol e Bnnk w/ Optional Commercial Sht~rcd l..oss Agreement 57 Bank ofWausnu 

Versio n 5.3- PuRCHASE AND A SSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.2013 
Bank of Wausau does have QwickRate® deposits as identified above. The QwickRate® deposits 

are reported as time deposits in the Call Report. Bank of Wausau uses "GL Code 23330" on 

their system to identify Qwick.Rate® deposits. Please see the attached "Schedule 7 -

QwickRate® Deposit Detai l Re port" for a listi ng of these accounts as ofOS- 10- 13. This list will 

be updated post closing with balances as ofthe Bank C losing Date. 

Thi s sched ule provides account categories and balances as of th e date of the depos it download, 

or as indicated. The depos it franchi se bid premium will be calculated using account categories 

and balances as of the Bank Closing Date that are reflected in the general ledger or subsystem as 

described above. The final numbers for Schedu le 7 will be provided post closing. 

Schedule 7 - Non-DO Broker 

Account 

-

Current Accrued 

Number Balance Interest 

Whol e Bnnk w/ Optional Commercial Sht~rcd Loss Agreement 58 Bank ofWausnu 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.201 3 
25 3,425,000.00 2,918.04 

Schedule 7- QwickRate® Deposit Detail Report 

Account Current 


Number Balance
 -


Whol e Bnnk w/ Opti onal Commercial Sht~rcd Loss Agreement 59 Bank of Wausnu 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.2013 
TOTALS: 38 9,124,000.00 2,839.65 

Whol e Bnnk w/ Opti onal Commercial Sht~rcd Loss Agreement 60 Bank ofWausnu 

V ersio n 5.3- PuRCHASE AND A SSUMPTION AGREEMENT \ Vausau. Wisconsin 

July 19.2013 
EXHIBIT 2.3A 


FINAL LEGAL NOTICE 


Claiming Requirements for D eposits 


Under 12 U.S.C. 1822(e) 


[Date] 


[Name of Unclaimed Depositor] 

[Address of Unclaimed Depositor] 

[Anytown, USA] 

Subject: [XXXXX - Name of Bank 

City, State) - In Receivership 

Dear [Sir/Madam]: 

As you may know, o n [Date: Closing Date] , the [Name of Bank (" The Bank" )] was 

closed and the Federal Deposit Insurance Corporation ("FDIC") transferred [The Bank's] accounts to 

[Name of Assuming Institution]. 

According to federal law under 12 U.S.C., 1822(e), on [Date: eighteen months from the 

Closing Date], [Name of Assuming Institution] must transfer the funds in your account(s) back to the 

FDIC if you have not claimed your account(s) with [Name of Assuming Institution]. Based on the 

records recently supplied to us by [Name of Assuming Institution], your account(s) currently fall into 

this category. 

Th is letter is your formal Lega l Notice that you have until [Date: eighteen months from 

the Closing Date], to claim or aiTange to continue your account(s) with [Name of Assuming 

Institution]. There are several ways that you can claim your account(s) at [Name of Assuming 

Institution]. It is only necessary for you to take any one of the following actions in order for your 

account(s) at [Name of Assuming Institution] to be deemed claimed. In addition, if you have more than 

one account, your claim to one account will automatically claim all accounts: 

1. 	 Write to [Name of Assuming Institution] and noti fy them that you wish to keep your account(s) 

active with them. Please be sure to include the name of the account(s), the account number(s), the 

signature of an authorized signer on the account(s), name, and address. [Name of Assuming 

Institution] address is: 

[123 Main Street 


Anytown, USA] 


2. 	 Execute a new signature card on your account(s), enter into a new deposit agreement with [Name of 

Assuming Institution], change the ownership on your account(s), or renegotiate the terms of your 

ce1tificate of deposit account(s) (if any). 

3. 	 Provide [Name of Assuming Institution] with a change of address form. 

4. 	 Make a deposit to or withdrawal from your account(s). This includes writing a check on any account 

or having an automatic direct deposit credited to or an automatic withdrawal debited from an account. 

Whol e Bnnk w/ Opti onal Commercial t~rcd Loss Agreement 61 Bank of Wausnu 

Versio n 5 .3 - PuRCHASE AND ASSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.201 3 
If you do not want to continue your account(s) with [Name of Assuming Institution] for 

any reason, you can withdraw your funds and close your account(s). Withdrawing funds from o ne or 

more of your account(s) satisfies the federal law claiming requirement. If you have time deposits, such as 

certificates of deposit, [Name of Assuming Institution] can advise you how to withdraw them without 

being charged an interest penalty for early withdrawal. 

If you do not claim ownership of your account(s) at [Name of Assuming Institution by 

Date: eighteen months from the Closing Date] federal law requires [Name of Assuming Institution] to 

return your deposits to the FDIC, which will deliver them as u nclaimed property to the State indi cated in 

your address in the Failed Institution's records. If your address is outside of the Unjted States, the FDIC 

will deliver the deposits to the State in whlch the Failed Institution had its main office. 12 U.S.C. 

§ 1822(e). If the State accepts custody of your deposits, you will have lO years from the date of delivery 

to claim your deposits from the State. After 10 years you will be permanently barred ti·om claiming your 

deposits. However, if the State refuses to take custody of your deposits, you will be able to claim them 

from the FDIC until the receivership is terminated. If you have not claimed your insured deposits before 

the receivershlp is terminated, and a receivershlp may be terminated at any time, all of your rights in those 

deposits will be barred. 

If you have any questions or concerns about these items, please contact [Bank 

Employee] at [Name of Assuming Institution] by phone at [(XXX) XXX-XXXX]. 

Sincerely, 

[Name of Claims Specialist] 

[Title] 

Whol e Bnnk w/ Opti onal Commercial Sht~rcd Loss Agreement 62 Bank of Wausnu 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.2013 
EXHIBIT 2.3B 


AFFIDAVIT OF MAILING 

AFFJDAVIT OF MAILING 

State of 

COUNTY OF 

I am e mployed as a [Title of Office] by the [Name of Assuming Institution]. 

This will attest that on [Date of mailing], I caused a true and correct copy of the Final Legal Notice, 

attached hereto, to owners of unclaimed deposits of [Name of Failed Bank], City, State, to be prepared 

for deposit in the mail of the United States of America on behalf of the Federal Deposit Insurance 

Corporation. A list of depositors to whom the notice was mailed is attached. This notice was mailed to 

the depositor's last address as refl ected on the books and records of the [Name of Failed Bank] as ofthe 

date offailure. 

[Name] 


[Title of Office] 


[Name of Assuming Institution] 


Subscribed and sworn to before me this ___d,ay of [Month, Year]. 

My commission expires: 

[Name], Notary Public 

Whol e Bnnk w/ Optional Commercial ht~rcd Loss Agreement 63 Bank ofWausnu 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.2013 
EXHIBIT 3.2(c) 

VALUATION OF CERTAIN 


QUALIFIED FINANCIAL CONTRACTS 


A. Scope 

Interest Rate Contracts - All interes t rate swaps, fo rward rate agreements, interest rate 

futures, caps, collars and floors, whether purchased or written. 

Option Contracts - All put and call option contracts, whether purchased or w ritten, on 

marketable securities, financial futures, foreign c urrencies, foreign exchange or foreign 

exchange futures contracts. 

Fo reign Exchange Contracts - All contracts fo r future purchase or sale of fore ign 

currencies, foreign c urrency or cross currency swap contracts, or foreign exchange 

futures contracts. 

B. 	 Excl usions 

All financial contracts used to hedge assets and lia bilities that are acquired by the 

Assuming Institution but are not subj ect to adj ustment from Book Value. 

C. 	 Ad justment 

The difference between the Book Value and market value as of the Bank Closing D ate. 

D. 	 Methodology 

1. 	 The price at whi ch the Ass uming Institution sell s or di sposes of Qualified 

Financial Contracts will be deemed to be the fair market valu e of such co ntracts, 

if s uch sale or disposition occurs at prevailing market rates within a predefined 

timetable as agreed upon by the Assuming Institution and the Receiver. 

2. 	 In valuin g aU other Qualified Financial Contracts, the following princ iples wil l 

apply: 

(i) 	 All k nown cash flows u nder swaps or fo rward exchange contracts shall be 

present valued to the swap zero co upon interest rate curve. 

(ii) All valuations shall employ prices and interest rates based on the actual 

frequency of rate reset or payment. 

(iii ) 	 Each tranche of amortizing contracts sha ll be separately valued . The total 

value of such amortizing contract shall be the sum of the values of its 

component tranches. 

Whol e Bnnk w/ Opti onal Commercial Sht~rcd Loss Agreement 64 Bank ofWausnu 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.2013 
(iv) 	 For regularly traded contracts, valuations shall be at the midpoint of the 

bid and ask prices quoted by cus tomary sources (e.g., The Wall Street 

Journal, Telerate, Re uters or other similar source) or regularly traded 

exchanges. 

(v) For all other Qualified Financial Contracts where published market quotes 

are unavailable, the adjusted pri ce shall be the average of the bid and ask 

price quotes from three (3) securities dealers acceptable to th e Receiver 

and Assuming Ins titution as of the Bank Closing Date. If quotes from 

securities dealers canno t be o btained , an appraiser acceptable to the 

Receiver and the Assumin g In stitutio n will petform a valuation based on 

modeling, correlation analys is, interpolation or other techniques, as 

appropriate. 

Whol e Bnnk w/ Optional Commerci al t~rcd oss Agreement 65 Bank ofWausnu 

V ersio n 5.3- PuRCHASE AND A SSUMPTION AGREEMENT \ Vausau. Wisconsin 

Jul y 19.2013 
EXHIBIT 4.13 

INTERIM ASSET SERVICING ARRANGEMENT 

This Interim Asset Servicing Arrangement is made pursuant to and as of the date of that 

certain Purchase and Assumption Agreement (the "Purchase and Assumption Agreement") 

among the Receiver, the Ass uming Institution and the Corporation, to which thi s Arrangement is 

attached. Capitalized term s u sed and not otherwi se def~ned in thi s Exhibit 4. 13 shall have the 

meanings assigned to such terms in the Agreement. 

(a) With respect to each asset or liability designated from time to time by the 

Receiver to be serviced by the Assuming Institution pursuant to this Interim Asset Servicing 

Arrange ment (the "Ar rangement"), including any assets or liabilities sold or conveyed by the 

Receiver to any party other than the Assuming Institution (any such party, a "Successor 

Owner") but with respect to which the Receiver has an obligation to service or provide servicing 

support (such as sets and liabilities, the "Pool Assets"), for certain loans (the "Loans") during the 

term of this Anangement th e Assuming Institution shall service or provide servi cing support to 

the Pool Assets as described in this Exhibit 4.13. 

Tf the Assuming Ins titution is an approved or qualified servi cer for any government 

sponsored entity (each, a "GSE") and if any of the Loans are owned by a GSE, the Assuming 

Institution shall service or provide servicing support for the Loans owned by a GSE in 

accordance with the guidelines promulgated by and its agreements with the applicable GSE. If 

the Assuming Institution is not an approved or qualified servicer fo r a GSE or the Loans are not 

owned by a GSE, then the Assuming Institution shall service or provide servicing support for the 

Loans in accordance with the following: 

(i) promptly post and apply payments received to the applicable system of 

record; 

(ii) reverse and return insuffic ient fu nds checks ; 

(iii) pay (A) participation payments to participants in Loans, as and when 

received; (B) tax and insurance bills, as they come due, out of any escrow funds maintai ned for 

such purposes; and (C) unfunded commitments and protective advances out of any escrow funds 

created for s uch purposes; 

(iv) process funding draws under Loans and protective advances in connection 

with coll ateral and acquired property, in each case, as a nd to the exte nt authorized and funded by 

the Receiver; 

(v) maintain in use all data processing equipment and systems and other 

systems of record on which any activity with respect to any Pool Assets are, or prior to the Ba nk 

C losing Date, were, recorded , and maintain all historical data on any such systems as of the Bank 

Closing Date and not, without the express consent of the Receiver (which consent must be 

sought at least sixty (60) days prior to taking any actio n), deconvert, remove, transfer or 

Whol e Bnnk w/ Opti onal Commercial Sht~rcd l..oss Agreement 66 Bank ofWausnu 

Versio n 5.3- PuRCHASE AND ASSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.2013 
otherwise discontinue use of any of the Failed Bank' s systems of record with respect to any Pool 

Asset; 

(vi) mai ntain accurate records reflecti ng (A) payments received by the 

Assumi ng Institution, (B) information received by the Assumi ng Institution concerning changes 

in the address or identity of any Obligor and (C) other servicing actions taken by the Assuming 

In stitutio n, including checks returned for insufficient fu nd s; 

(vii) send (A) billing statements to Obliigors on Pool Assets (to the extent that 

such statements were sent by the Failed Bank or as are requested by the Receiver) and (B) 

notices to Obligors who are in default on Loans (in the same manner as the Failed Bank or as are 

requested by the Receiver); 

(viii) employ a sufficient number of qualified employees to provide the services 

required to be provided by the Assuming In stitution pursuant to this Arrangement (with the 

number and qualifications of s uch employees to be not less than the number and qualif ications of 

employees employed by the Failed Bank to perform such functions as of the Bank Closing Date); 

(ix) hold in trust any Credit Files and any servicing files in the possession or 

on the premises of the Assuming Institution for the Receiver o r the Successor Owner (as 

applicable) and segregate fro m the other books and records of the Ass uming In stitution and 

appropriately mark such Credit Files and servicing files to clearly reflect the ownership interest 

of the Receiver or the successor owner (as applicable); 

(x) send to the Receiver (indicating closed bank name and number), Attn : 

Interim Servicing Manager, at the email address provided in Section 13.6 of the Purchase and 

Assumption Agreement, or to such other person at such address as the Receiver may designate, 

via overnight deli very: (A) on a weekly basis, weekl y reports, including, without limitation, 

reports reflecting collections and trial balances, and (B) any other reports, copies or information 

as may be requested from time to time by the Receiver, including, if requested, copies of (1) 

checks or other rem ittances received, (2) insuffi cient funds checks returned, (3) checks or other 

remittances for payment to participants or for taxes, insurance, fundi ng advances and protective 

advances, (4) pay-off requests, and (5) notices to defaulted Obligors; 

(xi) remit on a weekly basis to the Receiver (indicating closed bank name and 

number), Attn: ORR Cashi er Unit, Business Operations Support Branch, in the same manner as 

provided in paragraph (a)(x), via wire transfer to the account designated by the Receiver, or to 

such other person at such other address and/or account as the Receiver may designate, all 

payments received; 

(xii) prepare and timely file all information reports with appropriate tax 

authorities, and, if requested by the Receiver, prepare and file tax returns and remit taxes due on 

or before the due date; 

(xiii) provide and furnish s uch other services, operations or functions, including, 

without limitation, with regard to any business, enterprise or agreement which is a Pool Asset, as 

may be requested by the Receiver; 

Whol e Bnnk w/ Opti onal Commercial Sht~rcd Loss Agreement 67 Bank ofWausnu 

V ersio n 5.3- PuRCHASE AND A SSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.2013 
(xiv) establish a custodial account for the Receiver and for each successor 

owner at the Assuming Institution, each of which shall be interest bearing, titled in the name of 

Assuming Institution, in trust for the Receiver or the successor owner (as applicable), in each case 

as the owner, and segregate and hold all funds collected and received with respect to the Pool Assets 

separate and apart from any of the Assuming Institution's own funds and general assets; and 

(xv) no later than the end of the second Business Day foll owing receipt thereof, 

deposit into the applicable c ustodial account and retain therein all funds collected and received 

with respect to the Pool Assets. 

Notwithstanding anything to the contrary in this Exhibit, the Assuming Institution slhall not be 

required to initiate litigation or o ther collection proceedings against any Obligor or any collateral 

wi th respect to any defaulted Loan. The Assuming Institution shall promptly notify the 

R eceiver, at the address referred to above in paragraph (a)(x), of any claims or legal actions 

regarding any Pool Asset. 

(b) In considerat ion for the prov1s1on of the services provided pursuant to this 

Arrangement, the Receiver agrees to reimburse the Assuming Institution for the actual, 

reasonable and necessary expenses incurred in connection with the performance of its duties 

pursuant to this A1n ngement, including shared services of photocopying, postage, express mail , 

core data processing (allocated on a per loan basis based on historical actual costs) and amounts 

paid for employee services (based upon the number of hours spent performing servicing duties). 

(c) T he Assuming Institution s hall provide the services described herein for a term of 

up to three hundred sixty-five (365) days after the Bank Closing Date. The Receiver may 

terminate the Arrangement at any time upon not less than sixty (60) days notice to the Assuming 

Institutio n without any liability o r cost to the Receiver o ther th an the fees and expenses du e to 

the Assuming Institution as of the tem1ination date pursuant to paragraph (b) above. 

(d) At any time during the te rm of this Arrangement, the Receiver may, upon not less 

than thi rty (30) days prior written notice to the Assuming Institution, remove o ne or more Pool 

Assets, and at the time of s uch removal the Assuming Institution's responsibility with respect 

thereto shall terminate. 

(e) At the expiration of this Arrangement or upon the terminatio n of the Assuming 

Institutio n's responsibility with respect to any Pool Asset purs uant to paragraph (d) h ereof, the 

Assuming Institution shall : 

(i) delive r to the Receiver (or its designee) all of the Credit Documents and 

records relating to the Pool Assets; and 

(ii) cooperate with the Receiver to facilitate the orderly transition of managing 

the Pool Assets to the Receiver or its designees (incl uding, without limitatio n, its 

contractors and persons to which any Pool Assets are conveyed). 

(f) At the request of the Receiver, the Assuming Institution shaH perform such 

transitional servi ces with regard to the Pool Assets as the Receiver may request. Trans itional 

Whol e Bnnk w/ Opti onal Commercial Sht~rcd Loss Agreement 68 Bank ofWausnu 

V ersio n 5.3- PuRCHASE AND A SSUMPTION AGREEMENT \ Vausau. Wisconsin 

July 19.2013 
services may include, without limitation, ass1stmg in any due dili gence process deemed 

necessary by the Receiver and providing to the Receiver and its designees (including, without 

limitation, its contractors and any actual or potential successor owners) (i) information and data 

regardin g the Pool Assets, including, without limitation, system reports and data downl oads 

sufficient to transfer the Poo l Assets to another system or systems and to facilitate due di ligence 

by actu al and potential successor owners, and (ii) access to employees of the Assuming 

In stitutio n involved in the management of, or otherwise familiar with, the Pool Assets. 

(g) Until suc h time as the Arrangement expires or is terminated, with out limitation of 

its obligations set forth above or in the Purchase and Assumption Agreement and without any 

addi tional consideration (other th an that set forth in paragraph (b) above), the Assuming 

Institution shall p rovide the Receiver and its designees (including, without limitatio n, its 

contractors a nd ac tual and potential s uccessor owners) with the following, as the same may be 

requested : 

(i) access to and the ability to obtain ass istance and information from 

personnel of the Assuming Institution, including former personnel of the Failed Bank and 

personnel of third party consultants; 

(ii) access to and the abi lity to use and download information from data 

processing systems a nd oth er systems of record on which information regarding Pool 

Assets or any assets transferred to or liabilities assumed by the Assuming Institution is 

stored or maintained (regardless of whether information with respect to other assets or 

liabi lities is also stored or mai ntained thereon); and 

(iii) access to and the ability to use and occupy office space (including parking 

facil ities a nd vault space), facilities, utilities (i ncluding local telepho ne service and 

facs imile machi nes), furnitu re, equ ip ment (including photocopying and facsimile 

machines), and technology and connectivity (including email accounts, network access 

and technology resources such as shared drives) in the Bank Premises occupied by the 

Assuming Institution . 

Whol e Bnnk w/ Opti onal Commercial Sht~rcd oss Agreement 69 Bank ofWausnu 

V ersio n 5.3- PuRCHASE AND A SSUMPTION AGREEMENT \Vausau. Wisconsin 

July 19.2013 
EXHIBIT 4.15B 


COMMERCIAL SHARED-LOSS AGREEMENT 


INTENTIONALLY OMITTED 


Whole Bnnk w/ Optional Commercial t~rcd ss Agreement C-1 Bank ofWausnu 

V ersio n 5.3- COMMERCIAL SHARED· L OSS AGREEMENT \Vausau, Wisconsin 

July 19.2013