PURCHASE AND ASSUMPTION AGREEMENT 


WHOLE BANK 


ALL DEPOSITS 


AMONG 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


RECEIVER OF MILLENNIUM BANK, N.A. 


STERLING, VIRGINIA 


FEDERAL DEPOSIT INSURANCE CORPORATION 


AND 


W ASHINGTONFIRST BANK 


RESTON, VIRGINIA 


DATED AS OF 


FEBRUARY 28, 2014 


Whol e Dank Millennium Dank , N.A. 


Version 6. I P- PURCHASE AND A SSUMPTION AGREEMENT S1erl i ng, Virgini a 

PURCHASE AND ASSUMPTION AGREEMENT 


TABLE OF CONTENTS 


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


l.l 	 Purpose ................... .................................................. 1 


1.2 	 Shared-Loss Agreements .......................................... 1 


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


ARTI CLE II. ASSUMPTION OF LIABILITIES .......10 


2.1 	 Liabilities Assumed by Assuming institutio n ......... l 0 


2.2 	 Interest on Deposit Liabi li ties................................. ll 


2.3 	 U nclaimed Deposits ................................. .. .......... .. . l2 


2.4 	 Employee Plans ...................................................... 12 


ARTICLE HI. PURCHASE OF ASSETS...................... 12 


3. 1 	 Assets Purchased by the Assuming Instituti on ....... 12 


3.2 	 Asset Purchase Price ............................................... l2 


3.3 	 Manner of Conveyance; Limited Warranty; 


Nonrecourse; Etc .................................................... 14 


3.4 	 Puts of Assets to the Receiver ................................. 14 


3.5 	 Assets Not Purchased by Assuming Institution ...... 16 


3.6 Retenti on or Re purchase of Assets Essential to 


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


3.7 	 Receiver's Offer to Sell Withheld Loans ................ 19 


ARTI C LE IV. ASSUMPTION OF CERTAIN DUTIES 


AND OBLIGATIONS......................................................... 19 


4. 1 Continuation of Banking Busi ness ............................... 19 


4.2 	 Credit Card Business .............................................. 20 


4.3 	 Safe Deposit Business ...................................... .......20 


4.4 	 Safekeeping Bus iness .............................................20 


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


4.6 	 Bank Premises ........................................................ 2 1 


4 .7 	 A greement with Respect to Leased Data 


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


4.8 	 Certain Existing Agreeme nts ..................................26 


4.9 	 Informa tional Tax Reporting ..................................27 


4. 10 	 Ins urance .................................................................27 


4.11 	 Office Space for Receiver and Corporation; Certain 


Payments .................................................................28 


4. 12 	 Continuation of Group Health P lan Coverage for 


Former Employees of the Failed Bank ................... 28 


4. 13 	 Interim Asset Servici ng ..........................................29 


ARTICLE V. DUTIES WITH RESPECT TO 


DEPOS ITORS OF THE FAILED BANK ........................30 


5.1 	 Payment of C hecks, Drafts, Orde rs and Deposits ...30 


5.2 	 Certain Agreeme nts Rela ted to Deposits ................30 


5.3 	 Notice to Depositors .................... ........................... 30 


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


6. 1 	 Transfer of Records ................................................ 3 1 


6.2 	 Transfer o f Assigned Records ................................. 3 1 


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


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


ARTICLE Vlll. BID; INITIAL PAYMENT ................... 32 


ARTICLE VIII. ADJUSTMENTS.................................... 32 


8.1 	 Pro Forma Statement .. .. .................................... .. .... 32 


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 wi th 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 


ll.l 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 


12.6 Criminal Claims ..................................................... 43 


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


12.8 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 


Millennium Bank, N.A. 

S1erling. Virgini a 
13.4 Rights Cumulative .......................... ........................ 44 13.11 Modification ..................................... ...................... 45 


13.5 References ...... .... ............ ......... ............ ... ........ .... .... 44 13. 12 M anner of Payment ................................................ 45 


13.6 Notice ............................................... ....................... 44 13.13 Wa ive r .................. .. .. .................... .... ............ .... ...... 46 


13.7 Entire Agreeme nt ....................................... ............. 45 13.14 Severability .............................. .... .......................... 46 


13.8 Counte rparts ..................................... ....................... 45 13. 15 Te rm of Ag reeme nt ................................................ 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 


Purc hase Price of Assets ...................................................................................................... .............. .... S chedule 3.2 49 


Exclude d S ecurities ............................................................... ............. ......... .......................... ............ . Schedu le 3.5(1) 51 


Excluded Other Real Estate and Subsidiaries ....................................................................... ........... Schedule 3.5(m) 52 


Bank Premises in Underserved Areas ............................................................... ........................ ........ Schedule 4.l( b) 53 


Data Rete ntio n Cata log ............................................................................................................ .............. Schedul e 6.3 54 


Accounts Excluded from Calculation of Depos it Franchise Bid Premium ................. ............. ................. Schedule 7 56 


EXHIBITS 

Page 


Final Legal Notice......... ......................................................................................................................... Exhibit 2.3 A 58 


Affidavi t ofMailing ....................... ........................ ........................ ........ ... ... .. .......... .. ................ ... ......... Ex hibit 2.3B 60 


Valuati o n ofCe rtain Qua lified Financia l Contracts .............. .............. .................................................. Exhibit 3.2(c) 6 1 


Inte rim Asset Servicing A.ITangeme nt ..................................................................................................... Exhibit 4. 13 63 


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PURCHASE AND ASSUMPTION AGREEMENT 


WHOLE BANK 

ALL DEPOSITS 

THIS AGREEMENT, made and entered into as of the 28th day of February, 2014, by 

and amon g the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of 

MILLENNIUM BANK, STERLING,VIRGINIA (the "Receiver"), W ASHINGTONFIRST 

BANK, organi zed under the laws of the State of Virginia, and having its principa l place of 

business in Reston, Virginia (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 C hartering Authority closed MILLENNIUM BANK (the 

"Failed Bank") pursuant to a pplicable law and the Corporation was appointed Receiver thereof. 

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

and other liabilities 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 

Ass uming Institution to facilitate the transactions contemplated by this Agreement, which 

ass istance 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 subj ect to the condi tions set fo rth 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 all possible 

methods for meeting such obligation. 

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

valu abl e consideration, the parties hereto agree as follows: 

AGREEMENT 

ARTICLE I. GENERAL. 

1.1. Purpose. The purpose of this Agreement is to set forth requirements regarding, 

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

certain assets and assumes certain l.iabilities of the Failed Bank. 

1.2. [RESERVED]. 

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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 led ger and subsidiary ledgers and supporting 

schedules which s upport the general ledger balances. 

"Acquired Assets" means all assets of the Failed Bank purchased pursuan t to this 

Agreement. Assets owned b y Subsidiaries of the Failed Bank are not " Acquired Assets" within 

the meaning of this definition by virtue of being owned by such Subsidiaries. 

"Acquired Subsidiary" o r "Acquired Subsidiaries" means o ne or more, as applicable, 

Subsidiaries of th e Failed 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 

indirect common contro l with, such Person, or (ii) who is an affiliate of such Person as the term 

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

12 U.S.C. § 184 L. 

"Agreement" means this Purchase and Assumption Agreement by and a mong the 

Assuming Institution, the Corporation and the Receiver, as amended or oth erwise modified from 

time to time. 

"Assumed Deposits" means Deposits. 

"Assuming Institution" has the meaning set fo rth in the introduction to thi s 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 banki ng facilities, teller 

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

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

together with any adjacent parking, that are owned or leased by the Fai led Bank and that have 

formerly been utilized, are cmTently utilized, or as of the Bank C losing 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 Assuming Institution to s urrender such B ank Premises 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 Closing D ate. 

"Bid Amount" has the meaning set forth in Articl e VII. 

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

Institution. 

"Bid Valuation Date" means NOVEMBER 29, 2013. 

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"Board" has the meanin g set forth in Recital D. 

"Book Value" means, with respect to any Acqu ired Asset and any Liability Assumed, the 

dollar amount thereof stated o n the Failed Bank Records. The Book Val ue of any ite m shall be 

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

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

corrections and for 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 M ethod of 

Accounting. Without limiti ng the generality of the foregoing, (i) the Book Value of a Liability 

Assumed shall include all accrued and unpaid interest the reon as of the Bank Closing 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 any, as of the Bank 

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

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

Date, and adj ustments for Fa iled Ban k Advances, if any, in each case as determined for financ ial 

reporting purposes. The Book Value of an Acquired Asset sha ll not include any adjustment for 

loan premiums, discounts or any related deferred 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 holiday 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 national 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 chartered by a State, the agency of such State charged with primary 

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

the Corporation in accordance with 12 U.S.C. § 182 1(c)(4), with regard to self-appointment, 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 Fai led Bank Records to make an extensio n of credit (or addi tional advances with 

respect to a Loan) that was legally binding on the Failed B ank as of the Bank Closing 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 meani ng set forth in the introduction to thi s Agreement. 

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

"Credit 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, bonds, loan agreements, letter of credit 

applications, lease financing contracts, banker's acceptances, drafts, interest protection 

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

agreements, guarantees, deeds of tru st, mortgages, assig nments, sec urity agreements, pledges, 

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

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

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agreements, and all ame ndments, modifications, renewals, exte nsions, reanangem ents, and 

substitutions with respect to any of the foregoing. 

"Credit File" means all Credit Documents and all other credit, coll ateral or insurance 

documents in the possession or custody of the Ass uming Institution, or any of its Subsidiaries or 

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

documents. 

"Deposit" means a depos it as defi ned in 12 U .S.C. § 1813(1), including without 

limitation, outstanding cashier 's checks and other offi cial checks and all uncollected items 

included in the depositors ' b alances and credited on the Failed Bank Records; provided that the 

term "Deposit" shall not include all or any portion of those deposit balances which , in the 

discretio n of the Receiver or the Co rporation, (i) may be required to satisfy it fo r any liquidated 

or contingent liability of any de positor arising from an unauthori zed or unlawful tran saction, or 

(ii) may be needed to provid!e payment of an y 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 li ability is or can be dete rmined as of th e Bank Closing Date. 

"Deposit Secured Loan" means a loan in which the onl y coll ateral securing the loan is 

Assumed Deposits or deposits at other insured depository institutions. 

"Electronically Stored Information" means any 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 

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

protection p lan or simil ar extensio n of credit. 

"Equity Method of Accounting" means the carrying value of a bank's investment in a 

subsid iary is originall y recorded at cost but is adjusted periodicall y to record as income the 

bank's proportio nate sha re o f the subsidi ary's earnings or losses and decreased by the a mount of 

cash dividends or similar dis tributions received from the subsidiary. Acq uired S ubsidiaries with 

negative equity w ill 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 meaning set forth in Recita l A. 

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

lie n position, (ii) pay ad valorem taxes and hazard insura nce and (iii) p ay p remiums fo r credit 

life insurance, accident and h ealth ins ura nce and vendor's single interest insura nce. 

"Failed Bank Assessment Area" means the most recent Co mmunity Reinvestment Act 

("C RA") assessment area of the Fai led Bank reflected in the Info rmatio n Package. 

"Failed Bank Records" means records as defined in 12 C.F.R. 360.ll(a)(3). 

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"Fair Market Value" means: 

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

estate appraisals used in fed erally related transactions, 12 C.F.R. § 323.2(g), and a·ccordin gly 

shall mean the most probable price which a property should bring in a competitive and open 

market under all conditions requisite to a fair sale, the buyer and seller each acting prudentl y and 

knowledgeably, and ass uming the price is not affected by undue stimulus. Implici t in thi s 

definition are the assu med consummatio n of a sale as of a specified date and the passing of title 

fro m seller to buyer under conditio ns whereby: 

(i) Buyer and seller are typically moti vated; 

(ii) Both parties are well informed or well advised , and acting in what they 

co nsider their own best interests; 

(iii) A reasonable time is allowed for exposure in the open market; 

(iv) Payme nt is made in term s of cash in U.S. dollars o r in terms of financial 

arrangements comparable thereto; and 

(v) The p rice represents the normal consideration for the property sold 

unaffected by special or creative financing or sales concessions granted by anyo ne 

associated with the sale; 

as determined as of the Bank Closing Date by an appraiser chosen by the Receiver; any costs and 

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

with respect to Bank Premises (to the extent, if any, that B ank Premises are purchased 

utili zing this valu ation method), shall be determined not later than sixty (60) days afte r th e Bank 

Closing Date by an appraiser selected by the Receiver within seven (7) days after the Bank 

Closing Date, and with respect to Specialty Assets, shall be determined by an appraiser selected 

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

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

utili zing th is valuation method , th e price therefor as established by th e Receiver, as determ ined 

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 

constitutin g all or a part of Bank Premises (including without limitation automated teller 

mach ines that are affixed to a Bank Premises and may be not removed without causing stru ctural 

damage to such Bank Premises) and which were acquired, added, built, installed or purchased at 

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

Closing Date. 

"Furniture and Equipment" means the f urniture and equipment (other than Safe 

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

motor vehicles) , leased or owned by the Failed Bank and reflected on the Failed Bank Records as 

of the Bank C losing Date and located on o r at Bank Premises, incl uding without limitation 

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

machinery, shelving, office supplies, telephone, surveillance and security systems, ancillary 

equipment and artwork. Furniture and equipment located at a s torage facility not adjacent to a 

Bank Premises are excluded from this definition. 

"GSE" means a gove rnme nt sponsored enterpri se. 

"Indemnitees" mean s, except as provided in S ection 12.l(b)(xi), (i) the Ass uming 

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

Subsidiaries or Affiliates of the Failed Bank that are or become Subs idiaries or Affiliates of the 

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

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 amendments or supple ments thereto, provided 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 payme nt made pursuant to Articl e VH (based o n the best 

information avai lab le as of the Bank Closing Date), the amount of which shall be either (i) if the 

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

the aggregate purchase price of the Acquired Assets (including any Bank Premises, Other Real 

Estate, and Other Real Estate Subsidiaries purchased via the Bid Form) as determined pursuant 

to Section 3 .2 and the positive Bid Amount, or (ii) if the Bid Amount is negative, the sum of the 

aggregate Book Value of the Liabilities Assumed and the negative Bid Amount minus the 

aggregate purchase price of the Acquired Assets (including a ny Bank Premises, Other Real 

Estate, and Other Real Esta te Subs idiaries purchased via the Bid Form). The Initial Payment 

shall be payable by the Corporation to the Assuming Institution if (i) the Liabilities Assumed are 

greater than the sum of the positive Bid Amount and the aggregate purchase price of the 

Acquired Assets, or .if (ii) the sum of the Liabilities Assumed and the negative Bid Amount are 

greater than the aggregate purchase price of the Acquired Assets. The Initial Payment shall be 

payable by the Assuming Institution to the Corporation if (i) the Liabilities Assumed are less 

than the sum of the positive Bid Amount and the aggregate purchase price of the Acquired 

Assets, or if (ii ) the sum of the Liabilities Assumed and the negative Bid Amount is less than the 

aggregate purchase price of the Acquired Assets. Such Initial Payment shall be subj ect to 

adjustment as p rovided in Article VITI. 

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

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

equipment, printers, fax machines, copiers, document scanners, data tape systems, data tapes, 

DVDs, CDs, flash drives, telecommunications and check processing equipment and any other 

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 management activities. 

"Legal Balance" means the amount of indebtedness legall y owed by an Obligor with 

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

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

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

"Lien" means any mortgage, lien, p ledge, charge, ass ignm ent fo r security purposes, 

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

conditional sale agreement or capital lease or other title retention agreement relating to such 

Acquired Asset. 

"Loan" or "Loans" means, individually or collectively, all of the fo llowing owed 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 prio r to and incl udin g the Bid Valuatio n Date), participation 

agreements, interests in partic ipations, overdrafts of customers (including but not limited 

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

in connection with a deposit account), revolving commercial lines of credit, home equity 

lines of credit, Co mmitments, United States and/or State-guaranteed student loans and 

lease financing co ntracts; 

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

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

accrue to or fo r the benefit of, the holder of the obligations or instrum ents referred to in 

clause (a) above, inc luding but not limited to those ari sing under or based upon Credi t 

Docu ments, casualty insurance 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 time ex isting with respect to any of the obligations or in strum ents 

referred to in clause (a) above; and 

(c) all amendments, modificatio ns, re newals, exte nsions, refin ancings and 

refundi ngs of or for an y of the foregoing . 

" New Loan" means .a Loan made by th e 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 full or partial payment or perfonn ance of any 

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

severall y. 

"Other Real Estate" means all interests in real estate (other than Bank Premises and 

Fixtures), including but no t limited to min eral estates, leasehold rights, condominium and 

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

by the Failed Bank as of Bid Valuation Date. 

"Other Real Estate Subsidiary" means those Subsidiaries listed on the Bid Form, if 

any. 

"Owned Data Ma nagement Equipment" means any equipment, computer hardware, 

computer software, computer networking eq uipment, printers, fax machines, copiers, document 

scanners, data tape systems, data tapes, DVDs, COs, tlash drives, 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 could have been used by the Failed Bank in connection with data 

management acti vities. 

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

"Person" means an y indi vidual, corporation, partnership, joint venture, association, 

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

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

excluding the Corporati o n. 

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

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

computer's intern al hard drive or attached periph eral , and associated peripherals (such as 

keyboard, mo use, etc.) . A personal computer can be found in various configurations such as 

laptops, net books, and desktops. 

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

its Affiliates) who is obligated to indemnify or insure, o r otherwise make pay ments (including 

payme nts on account of clai ms made against) to or o n behalf of any Person in connection with 

the cl aims covered under Article XII, including witho ut limitation any insurer issuing any 

directors and officers li ability po licy o r any Pe rso n issuing a fina ncial institutio n bond or 

banker's blanket bond. 

"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 e ntries of both the Assuming Institutio n and the Receiver. 

"Proprietary Software" mean s computer software developed for and owned 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 fo rth in Section 4. 12. 

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

U.S.C. § 182 l (e)(8)(D). 

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

"Related Liability" with res pect to any Acquired Asset means any liability existin g a nd 

reflected o n the Failed Bank Records as of the Bank C losi ng Date for (i) indebtedness secured by 

mor tgages, deeds of trust, chattel mortgages, security inte rests or other liens on or affecting such 

Acquired Asset, (ii) ad valorem taxes applicable to su ch Acquired Asset and (iii) any other 

obligation determined by the Receiver to be directly related to such Acquired Asset. 

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

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

Records of the Assuming Institutio n (as maintained in accordance with generally accepted 

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

dete rmined. With respect to a liability that relates to more than one Acquired Asset, the amount 

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of such Related Liability shall be allocated among suc h Acquired Assets fo r the purpose of 

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

Such allocatio n shall be made by specific allocatio n, where determinable, and otherwise 

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

Records of the entity that ow ns such Acqu ired Asset. 

"Repurchase Price" means, with respect to an y Acquired Asset, first taking the Book 

Value of the Acqu ired Asset at the Bank C losing Da te and either subtracting th e pro rata 

Acquired Asset d iscount or addi ng the pro rata Acqu ired Asset premium, and subsequently 

adjusting that amount (i) for any advances and interest o n such Acquired Asset after the Bank 

Closing Date, (ii) by subtracting the total amount received by the Assuming Institution for such 

Acq uired Asset after the Bank Closing Date, regardless 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, Deposit Secured Loans and Eligible Overdrafts put back to the Receiver under 

Section 3.4, the Repurchase Price shall not take into account the pro rata Acquired Asset 

discount or premium. The Re purchase Price for Eligible Overdrafts shall incl ude adjustments fo r 

credits or deposits received after the Bank C losing Date and pri or to the date of put 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 Business Day immedi ately prior to the day wh ich 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 

discretion, may extend the Settlement Date. 

"Settlement Interest Ra te" 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 TreasuryDirect.gov website; provided, that if no such Investment 

R ate is published the week o f the Bank Closing Date, the investment rate for such Treas ury Bills 

most recently 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 f irst day of 

each succeeding calendar quarter during which interest accrues as published by the Uni ted States 

Treasury on the TreasuryDirect.gov website . 

"Specia lty Assets" means assets that have a greater value than more trad ition al furniture 

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

Bank Closing Date and located on or at Bank Premises, incl uding without limitation fi ne art and 

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

boats; jewelry; collectible fi rearms; Indian or other cultural artifacts; sculptures; Proprietary 

Software; and any other items 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(:t). 

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

Act, 12 U.S.C. § 1813(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 li st of Bank Premises, if any, located in an 

Underserved Market is attached as Schedule 4.1 (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 following lia bilities of the Failed Bank as of the Bank 

Closing Date, except as otherwise provided in this Agreement (such liabilities refe rred to as 

"Liabilities Assumed"): 

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

Schedule 2.l(a); provided , that as to any Deposits of public money which are Assumed 

Deposits, the Assuming Institution agrees to properly secure such Deposits with such Acquired 

Assets as appropriate w hic h, prior to the Bank Closing D ate, were pledged as security by the 

Failed Bank, or with assets of the Assuming Institution, if such securing Acquired Assets, if 

any, are insufficient to properly secure such Deposits; 

(b) lia bilities for indebtedness incurred 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 Acquired Asset; provided, that the amount of any liability 

assumed pursuant to this Section 2. 1(b) (x) shall be limited to the market value (as determined 

by the Receiver) of the Acquired Assets securing s uch liability and (y) is not subject to 

adjustment pursuant to Article VIII; 

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

Reserve B anks and Federal Home Loan Banks, if any, whether currentl y owed , or conditio nal 

or not yet matured , including but not limited to, if a pplicable, (i) advances, including principal, 

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

reimbursement obligations; (iii) acquired member assets progr ams, including representatio ns, 

warranties, credit 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 and custody agreements, provided , that 

the assumptio n 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 w ith the Federal Reserve 

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

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

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

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

assumption of any ad valorem taxes pursuant to this Section 2.1 (d) shall be limited to an 

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

determined by the Receiver; 

(e) liabi lities, if any, fo r federal funds purchased , repurchase agreeme nts and 

o verdrafts 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 

assum ptio n of any liability pursuant to thi s Section 2. l (e) shall be limited to the market value of 

the Acquired Assets securing such liability as determined by the Receiver ; 

(f) U nited States Treasury tax and loan note o ption accounts, if any; 

(g) li abilities for any acceptance or commercial letter of credit provided , th at 

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

value of the Acquired Asset s sec uring such liability as determined by the Receiver; 

(h) li abilities fo r any "standby letters of credi t" as defined in 12 C.F.R. 

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

In stitution, but excluding any oth er standby letters of credit; 

(i) duties and o bligations ass umed purs uant to this Agreement including 

without limitatio n th ose relating to the Failed Bank Records, credit card business, debit card 

business, stored value and g ift card bus iness, overdraft protection plans, safe deposit business, 

safekeeping business and trust bus iness, if any; 

(j) liabilities, if any, for Commitment s; 

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

(l) liabilities, if any, with respect to Qualified Financial Contracts; 

(m) lia bilities, if any, und er any contract pursuant to wh ich loan servicing is 

provided to the Failed Bank by oth e rs; and 

(n) any d eferred revenue, income or fees recorded o n the gene ral ledger of 

the Failed Ba nk as of the Bank Closi ng Date attributable to any business assumed pu rsuant to 

Section 4.2, 4.3, 4.4, or 4 .5 of thi s Agreement, excluding any deferred income or revenue 

relative to FASB 91 - Loan Fees and Costs associated with originating or acquiring Loans and 

initial direct costs ofleases. 

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

after the Bank Closing Date, it will accm e and pay interest on Assumed Deposits pursua nt to 

Section 2. 1 at a rate(s) it sh all determine; provided, that for non-transaction Deposit li abilities 

such rate(s) shall not be less than the lowest rate offered by th e Assumi ng Institution to its 

depositors for non-transaction deposit accounts. The Assuming Institutio n shall pe rmit each 

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

deposi tor's Deposit, whether or not th e Ass uming In stitutio n elects to pay interest in accordance 

with any deposit agreeme nt fo rme rly existing between the Failed Bank and such depos itor ; and 

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

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

pledge. The Ass uming Institutio n shall give notice to s uch depositors as provided in Section 

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

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2.3. Unclaimed Deposits. 

(a) Fin al Legal Notice. Fifteen (15) mo nths following the Ban k 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 au thorize the Assuming Institution to act on behalf of the Receiver to send a Final Legal 

Notice in a form substant iall y similar to Exhibit 2.3 A (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 acco unt(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 

authori zation. The Assuming In stitution will prepar e an Affidavit of Mailing in a fo rm 

substantially 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) Uncl aimed Deposits. If, within eighteen (18) months after the Bank 

Closing Date, any depositor of the Failed B ank does not claim or arrange to continue such 

deposito r's Assumed De posits at the Assuming Instituti on, the Assuming In stitution 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 (without reduction for service charges), (ii) 

provide to the Receiver a schedul e of all such refunded Deposits in such form as may be 

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

right, title and interest of the Assuming Institution in and to the Failed Bank Records previously 

transferred to the Assuming Instituti on and other records generated o r maintained by the 

Assuming Institution pertaining to such Deposits. During such eighteen ( 18) month period , at 

the request of the Receiver , the Assuming Institution promptly shall pro vide to the Receiver 

schedules of unclaimed De posits in such form as may be prescri bed by the Receiver. 

2.4. Employee Plans. Except as provided in Section 4. 12, the Ass umin g In stitution 

shall have no liabilities, obligatio ns or respo nsibilities under the Failed Bank's health ca re, 

bonus, vacation, pension, profit sharing, deferred compensation, 40lk or stock purchase plans or 

similar plans, if any, unless the Receiver and the Assuming 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 excl uded in Sections 3.5 and 3.6 and, if applicable, listed on Schedule 3.5(1) the 

Ass uming In stitution hereby purchases from the Receiver , and the Receiver hereby sells, ass igns, 

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

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

acquired) including all jo int ventures, partnerships and a ny and all other business combinations 

or arrangements, whether active, inactive, dissol ved or terminated , of th e Failed Bank wheth er or 

not reflected on the books of the Failed Bank as of the Bank Closing Date. Acquired Assets are 

purchased hereunder by th e Assuming In stitution s ubj ect to all liabilities for indebtedness 

collateraLi zed b y Liens affectin g such Acquired Assets to the ex te nt provided in Section 2. 1. 

3.2. Asset Purchase Price. 

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

the Failed Bank subj ect to a n optio n to p urchase by the Assuming In stituti on shall be purchased 

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for the a mount, or the amount resulting from the method specifi ed fo r detem1ining the amount, 

as specified on Schedule 3.2, except as otherwise may be provided herein. Any Acquired Asset, 

asset of the Failed B ank s ubject to an option to purchase or oth er asset purchased for which no 

purchase price is specified on Sched ule 3.2 or otherwise herein shall be p urchased at its Book 

Value . The purchase price fo r Acquired S ubs idiaries shall be adjusted pursuant to 

Section 4.6(i)(iv), if a pplicable. 

(b) Purch ase Price fo r Securities. T he purchase price for any security (other 

than the capital stock of any Acq uired Subsidiary and Federal Home Loan Bank stock) 

purchased under Section 3. 1 by th e Assuming Institutio n shall consist of the market price (as 

def ined below) of the securi ty as of the Bank Closing D ate, multiplied by the bank's ow nership 

interest in the security (see Calculatio n of Purchase Price below) a nd shall include accrued 

interest, where applicable, as noted below. 

(i) Definition of Market Price: The market price for any security shall 

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

the B ank C losing Date as published electronicall y by Bloomberg, L.P., or alte rnatively, at 

the discretion of the Receiver, by IDC/Financ ial Times (FT) Interacti ve Data; (ii) 

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

Institution w ill submit a written purchase price bid fo r such security within th ree days of 

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

Assuming Institution and the Receiver) and th e Receiver , in its sole and a bsolute 

discretio n, will accept or reject each such purchase price bid; (iii) further prov ided that in 

the absence of an acceptabl e b id from the Assuming Institution, or in the eve nt that a 

security is deemed essential to the Receiver as determined by the Recei ver in its 

discretion (see Section 3.6 Retention or Repurchase of Assets Essential to the Receiver) 

such security shall not pass to the Assuming Institution and shall be deemed to be an 

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

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

security will be quantified one of two ways: (i) number of shares or other units, as 

applicable (in the case of equity securities) o r (ii) par value or notational amount, as 

ap plicable (in the case of non-equity securiti es) . As a result, the purchase price (except 

where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated 

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

purchase price for an equity security shall be calculated by mul tipl ying the nu mber of 

shares or other units by the applicable market price per unit; and (ii) the purchase price 

for a non-equity security shall be an amo unt equal to the a pplicable market price 

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

payme nt factor most recentl y widely avai lable). The purchase price also shall include 

accrued interest as calculated be low (see Calculation of Accru ed Interest), except to the 

extent the parties may otherwise expressly agree, purs uant to clause (ii) of the preceding 

paragraph. If the factor used to determin e th e par value of any security for purposes of 

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

occurs, then the purchase p rice fo r that sec urity s hall be subject to adju stment postclosing based on a "cancel and correct" procedure. U nder this proced ure, after such 

current factor becomes publicly available, the Receiver will recalculate the purchase price 

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

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Institution 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 purs uant to Article VIII. 

(iii) Calculation of Accrued Interest for Securiti es: Accrued inte rest 

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 value (or notational amount, as applicable) of th at security, multiplied by the 

number of days from a nd 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 for Qualified Financial Contracts. Qualified Financial 

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

Exhibit 3.2(c). Any costs assoc iated with such valuation shall be shared equall y by th e Receive r 

and the Assuming Institution. 

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

CONVEYANCE OF ALL ACQUIRED 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 

ACQUIRED 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 OTHER MATTERS. 

3.4. Puts of Assets to the Receiver. 

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

(30)-day period following the Bank Closing D ate and only during such period (which thirty 

(30)-day period may be extended in writi ng in the sole and absolute discretion of the Receiver 

for any Loan), in accordance w ith thi s Section 3.4, the Assumi ng Institution s ha ll be entitled to 

req uire the Receiver to purchase any New Loans and any D eposit Secured Loan transferred to 

th e Assuming Institution pursuant to Section 3. 1 which is not ful1y secured by Assumed 

Deposits or deposits at other insured depository institutions due to either insufficient Assumed 

Deposit or deposit collateral or deficient documentation regarding such collateral; provided that 

with regard to any Depos it Secured Loan secured by an Assum ed Deposit: 

(i) no s uch purchase may be required until any Deposit setoff 

determinatio n, 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 Closing Date, any Eligible Overdraft 

transferred to the A ssuming Institution pursuant to Section 3.1 which existed on the 

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

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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 Assuming Institution 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 amount of a Related 

Liability with respect to such Loan over the amount of such liability immediately 

prior to the time of such action; 

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

which secures indebtedness for money borrowed or which constitutes a 

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

(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 any renewal, refinancing or refunding of, such Loan or related 

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

which diminished such collateral ; or 

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

a third party (whether with or without recourse). 

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

th e Receiver without recourse, and shall indemnify the Receiver against any and all 

claims of any Person claiming by, through or under the Ass umi ng Institution w ith respect 

to any such Acquired Asset, as provided in Section 12.4. 

(b) Puts Prior to the Settlement Date. During the period from the Bank 

C losing Date to and including the Bus iness Day immediately preceding the Settlement Date, the 

Assuming Institution shall be entitled to require the Receiver to purchase any Acqu ired Asset 

which the Assuming Institution can establish is evidenced by forged or stolen instruments as of 

the Bank Closing Date; p rovided that the Assuming Institution shall not have the ri ght to 

require the Receiver to purchase any such Acquired Asset with respect to which the Assuming 

Institution has taken any action referred to in Section 3.4(a)(ii) with respect to such Acquired 

Asset. The Assumjng Institution shall transfer all such Acquired Assets to the Receiver without 

recourse, and shall indemnify the Receiver against any and all claims of any Person claiming 

by, through or under the Assuming Institution with respect to any s uch Acquired 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 Acquired Assets, the Assuming Institution shall 

deliver to the Receiver a notice (a "Put Notice") which shaH include: 

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

the Receiver to purchase; 

(ii) a list of all Related Liabilities with respect to the Acquired Assets 

identified pursuant to (i) above; and 

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(iii) a statement of the estimate d Repurchase Price of each Acquired 

Asset identified pursuant to (i) above as of the applicable Put Date. 

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

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

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

relating to the subj ect 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 Acq uired Assets th at 

are specified in the Put Notice and shall assume Related Liabilities with respect to such 

Acquired Assets, and th e transfer of such Acquired Assets and Related Liabilities shall be 

effective as of a date determined by the Receive r which date shall not be later th an thi rty (30) 

days afte r receipt by the Receiver of the Put Notice (the "Put Date"). 

(e) Purch ase Price and Payment Date. Each Acquired Asset purchased by 

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

Price of s uch Acquired Asset less the Related Liability Amo unt applicable to such Acquired 

Asset, in each case determined as of the applicable Put Date. If the difference between such 

Repurchase Price and such Related Liability Amount is positive, then the Receiver shall pay to 

the Assuming Institutio n the amount of such d iffere nce; if the difference between s uch amounts 

is negative, then the Assuming Institution shall pay to the Receiver the amount of such 

difference. The Assuming Institution or the Receiver, as the case may be, shall pay th e purchase 

price determined pursuant to this Section 3.4(e) not later than the twentieth (20th) Business Day 

following the app licable Put Date, together with interest on such amou nt at the Settlement 

Interest Rate fo r the period fro m and incl uding such Put D ate to and incl uding the day 

preceding the date upon which payment is made. 

(f) Servicing. The Assuming Institution shall admini ster and manage a ny 

Acquired Asset subj ect to purchase by the Receiver in accordance with us ual and prudent 

banking standards and business practices until such time as such Acquired Asset is purchased 

by the Receiver. 

(g) Re versals. In the event that the Receiver purchases an Acquired Asset 

(and assumes the Related Liability) th at it is not required to purchase pursuant to this Section 

3.4, the Assumi ng Institution shall repurchase such Acquired Asset (and assume such Related 

Liab ili ty) from the Receiver at a price computed so as to ac hieve the same economic result as 

wou ld apply if the Receiver had never purchased such Acqu ired Asset pursuant to th is Section 

3.4. 

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

not purchase, acq uire or assu me, or (except as otherw ise expressly provided in this Agreement) 

obtain an option to purchase, acquire or assum e und er th is Agreeme nt: 

(a) any financial institution bonds, banker ' s blanket bonds, or p ublic 

liab ili ty , fire, extended coverage insurance policy, bank owned life insurance or a ny othe r 

insura nce po licy of the Failed Bank, or premium refu nd, unearned premiu m derived from 

cancellation, or any proceed s payabl e with respect to any of the foregoing; 

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Version 6. 1 P- PURCHASE AND A SSUMPTION AGREEMENT Sterling. Virgini a 
(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, 

Proprietar y 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 or forfeiture orders issued in favor of the Failed 

Bank; 

U) any and all prepaid fees or any other income as shown on the Failed 

Bank Reco rds, but not take n into income as of the Bank C losing Date, associated with a li ne of 

business ofthe Failed Bank which is not assum ed pursua nt 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); 

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Version 6. 1 P- PURCHASE AND A SSUMPTION AGREEMENT Sterling, Virgini a 
(m) Other Real Estate, all Other Real Estate Subsidiaries, and all other 

Failed Bank Subsidiaries (active or inacti ve) including but not limited to Subsidiaries listed on 

attached Schedule 3.5(m); 

(n) pre paid 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 co ntract 

pursuant to wh ich the Fai led Bank provides loan servicing for others; 

(p) all assets that were fully charged-off by the F ailed Bank prior to th e Bid 

Valuation Date, including a ny subsequent judgme nts arising therefrom , other than any asset that 

was secured by collateral that was (i) foreclosed upo n by the Failed Bank and (ii) is an 

Acquired Asset; 

(q) any Loan that was secured by collateral that is an asset retained by the 

Receiver und er thi s Agreeme nt; a nd 

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

o r any plan of th e type described in Sectio n 2.4 unde r wh ich the Failed Bank has any li ability, 

obli gation or res ponsibility unless the Assuming Institution assumes li ability, obl igation s or 

respons ibilities under such plan subsequent to the date ofthi s Agreeme nt; 

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

Date and discovered after the Settlement Date . 

3.6. Retention or Repurchase of Assets Essential to Receiver. 

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

Ass uming Institution agrees, at the request of the Receiver set forth in a written notice to the 

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

Assuming Institution's ri ght, title and inte rest in and to, any Acquired Asset or asset essential to 

the Receiver as determined by the Receiver in its di scre6 o n (togethe r with all Credit Documents 

evidencing or pertaining thereto), which may include an y Acquired Asset or asset that the 

Receiver determines to be: 

(i) made to an officer, director., or other Person engaging in the affairs 

of the Failed Bank, its Subsidiaties or Affili ates o r any related entities of any of the 

foregoing; 

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

to any item described in Section 3.5(a) o r (b), or the subj ect of, or potentiall y the subject 

of, any legal proceedings; 

(iii) made to a Person who is an Obligor on a loan ow ned by the 

Receiver or the Corporatio n in its corporate capacity or its capac ity as receiver of any 

institution; 

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

Receiver; or 

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Version 6. 1 P- PURCHASE AND A SSUMPTION AGREEMENT Sterling. Virgini a 
(v) related to any asset of the Failed Bank not purchased by the 

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

by the Assuming Institution under Article II. 

(b) Each such Acquired 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 related to such Acquired Asset or asset, in each case 

determined as of the date of the noti ce provided by the Receiver pursuant to Section 3 .6(a). T he 

Receiver shall pay the Assuming Institution not later than the twentieth (20th) Bus iness Day 

following receipt of related Credit Documents and Credit F iles together wi th interest on such 

amount at the Settl ement Interest Rate for the period from and including th e date of receipt of 

such documents to and inc luding the day preceding the day on whi ch payment is made. The 

Assuming Institution agrees to administer and manage each such Acquired Asset or asset in 

accordance with usual and prudent banking standards and business practi ces until each such 

Acquired Asset or asset is purchased by the Receiver. All transfers with respect to Acquired 

Asset or assets under thi s Section 3.6 shaJJ be made as provided in Section 9.6. The Assuming 

Institution shall transfer a ll such Acquired Assets or assets and Related Liabilities to the 

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

Person claiming by, through or under the Assuming Institution with respect to any such 

Acquired Asset or asset, as provided in Sectio n 12.4. 

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

comme nc ing the day after th e Bank Closing Date, th e Receiver may sell, in its sole a nd absolute 

discretion, and the Assuming Institution , may purchase, in its sole and absolute di scretion, a ny 

Loans initially withheld from sale to the Assuming Institution p urs uant 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 thi s 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, adju sted (i) for any advances and interest on such Loan after the Bank 

C losing Date, (ii) by subtracting the total amount received by the Assuming Institution for such 

Loan after the Bank C losi ng Date, and (iii) by adding tota l disbursements of princi pa l made by 

the Receiver and not otherwise included in the Book Value. The sale wi ll be subject to all 

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

shall not be included in the calculation of the pro rata Acquired Asset discount or pro rata 

Acqu ired Asset premium utili zed for the repurchase of other Acquired Assets. P ayment fo r 

Loans sold under this Section 3.7 will be handled throu gh the settlement process pursuant to 

Article VIII. Loans sold pursuant to the standard loan sale agreement shall be governed by and 

paid for in accordance with that document. 

ARTICLE IV. ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 

4.1. Continuation of Banking Business. 

(a) FuJJ Service Banking. For the period commencing on the firs t Business 

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

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

At the optio n of the Assuming Institution, it may provide such fu ll service bank ing at one or 

more Bank Premises or Assuming Institution branches located within such Fa iled Bank 

Assessment Area. The Ass uming Institution may close or sell any Bank Premises during this 

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Version 6. 1 P- PURCHASE AND A SSUMPTION AGREEMENT Sterl i ng. Virgini a 
period with the prior written consent of the Receiver (which consent may be withheld in 

Receiver's sole discretion) and after receipt of all necess ary regulatory approvals, provided that 

the Assuming institutio n (or its successors) continues to provide full service banking in the 

Failed Bank Assessme nt Area for th e period required to comply with this Section 4. l (a). 

(b) Bank Pre mises Located in an Underser ved Area. If a currently utilized 

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

Assuming Institution 's c los ing or selling such Bank Premises, unless the Ass uming Institution 

provides f ull service banking at one or more Bank Premises or Ass uming Institution branches 

located within in the same Underserved Area. 

(c) Failure to E xercise Option to Purchase Bank Premises. If a currentlyuti li zed owned Bank Pre mises is located in an U nde rserved Area and the Assuming Institution 

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

Receiver will continue to rent any such owned Bank Premises to the Assuming Institution for 

the amount provided in Section 4 .6(e) in order to comply with Section 4.l(a). 

(d) Sale of Ba nk Premises. The Assuming Institution will p ay to the 

Receiver, upon th e sale of an y Bank Premises within twelve months foll owin g the Bank 

Closing Date, fifty percent (50%) of the amount by which (a) the proceeds of such sale 

attrib utabl e to any franchise or depos it premium (without deducting any expenses related to 

s uch sale) exceed (b) the de posit pre mium paid by the Assuming Institution with respect to each 

Bank Premises sold. 

4.2. Credit Card Business. The Assuming Institution agrees to ho no r and perform, 

from and after the Bank Closing Date, 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 business, and/or processing related to credit cards, if any, and assumes all 

exte ns ions of credit or balances outsta nding as of the Ba nk Closing Date with respect to these 

lines of bus iness. The oblig ations undertaken pursuant to this Section do not include loyalty, 

reward, affinity, or other similar programs related to the c redit and debit card businesses. 

4.3. Safe Deposit Business. The Assum ing 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 oblig ations of the Fail ed Bank w ith respect to all Safe Deposit Boxes, if 

any, of the Failed Bank and to maintain all of the necessary facilities for the use of such boxes by 

the renters thereof during the period fo r wh ich such bo xes have been re nted and the re nt therefor 

paid to the Failed Bank, subj ect to the provis ions of the rental agreements between the Fail ed 

Bank and the respective renters of such boxes; provided , that the Assuming Institution may 

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

located in th e Failed Bank Assessment Area in wh ich s uch Safe Deposit Boxes were located. 

The Safe Deposit Boxes sha ll be located and mai ntained in such Failed Bank Assessment Area 

for a minimum of one year from the Bank Clos ing Date. 

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

Assuming Institution and the Assuming Institution accepts all securities and other items, if any, 

held by the Failed Bank in safekeeping for its cus tomers as of the Bank C losing Date. The 

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

Closing Date, the duties and obligations of the Failed Bank with respect to such securities and 

ite ms held in safekeeping. The Assumi ng Institutio n shall p ro vide to the Receiver written 

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Version 6. 1 P- PURCHASE AND A SSUMPTION AGREEMENT Sterling. Virgini a 
verification of all assets he ld by the Failed Bank for safekeeping within sixty (60) days after the 

Bank Closing Date. The assets held for safekeeping by the Failed Bank shall be held and 

maintained by the Assuming In stitution in the Failed Ba nk Assessment Area for a minimum of 

one year from the Bank Closing Date. At the option of the Assuming In stituti on, the safekeeping 

business may be provided at any or all of the Bank Premises, or at other premises within the 

Failed Bank Assessment Area. The Assuming Institution shall be entitled to all rights and 

benefits which accrue after the Bank Clos ing Date with respect to securities and other items held 

in safekeeping. 

4.5. Trust Business. 

(a) Assumin g Institution as Successor. The Assuming In stitution shall, 

without further transfer, substitution, act or deed , to the full ex tent permitted by law, succeed to 

the rights, obligations, properties, assets, investments, de posits, agreements, and tru sts of the 

Failed Bank under trusts, executorships, administrations, 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; prov ided , that any 

liability based on the misfeasance, malfeasance or nonfeasance of the Failed Bank, its directors, 

officers, employees or agents with respect to the trust business is not ass umed hereunder. 

(b) Wills and Appointments. The Assuming Institution s ha ll, to the full 

extent permitted by law, succeed to, and be entitled to take and execute, the appo intment to all 

executorships, trusteeships, guardians hips and other fiduciary or representative capacities to 

which the Failed Bank is or may be named in wills, whenever probated , or to which the Failed 

Bank is or may be named or appoin ted by any other instrument. 

(c) Transfer of Trust Business. In the event additional proceedings of any 

kind are necessary to accomplish the tran sfer of such trust business, the Assumlng In stitution 

agrees that, at its own expense, it will take whatever action is necessary to acco mplish such 

transfer. The Receiver agrees to use reasonable efforts to ass ist the Ass uming Ins titution in 

accomplishing such transfer. 

(d) Verification of Assets. The Assuming Institution s ha ll provide to the 

Receiver written verification of the assets held in connection with the Failed Bank's trust 

bu siness within sixty (60) d ays after the Bank Closing Date. 

4.6. Bank Premises. 

(a) Option to Purchase. Subject to Section 3.5, the Receiver here by grants to 

the Assum ing Institution an exclusive option for the period of sixty (60) days comm encin g the 

day after the Bank Closing Date with respect to Bank Premises for which the Assuming 

Institution declined its optio n to purchase at a fixed price as shown o n the Bid Form, and for a 

period of ni nety (90) days commencing the day after the Bank C losi ng Date with respect to all 

other owned Bank Premises to purchase any or all owned Bank Premises, including all Fixtures 

and all Furniture and Equipment located on or at the Bank Premises. The Assuming Institution 

shall g ive written notice to the Receiver within the option period of its electio n to purchase or 

not to purchase any of the owned Bank Premises. Any purchase of such Bank Premises shall be 

effective as of the date of the Bank Closing Date and such purchase shall be consummated as 

soon as practicable thereafter, and in no event later than the Settlement Date. 

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Version 6. 1 P- PURCHASE AND A SSUMPTION AGREEMENT Sterling, Virgini a 
(b) Option to Lease. The Receiver hereby grants to the Assuming In stitution 

an exclusive option for the period of sixty (60) days commencing the day after the Bank 

Closing Date to cause th e Receiver to assign to the Ass uming JJ1Stitution any or all leases for 

leased Bank Premises, if a ny, to the extent such leases can be ass igned; p rovided that the 

exercise of thi s option with respect to any lease must be as to all premises or other property 

s ubj ect to such lease. To the extent the lease payments provided for in any assigned lease are 

minimal in relation to the curren t market rate, and the value of th at di ffe rence is not otherwise 

reflected in the purchase of the associated Fixtures, the Assuming In stitution shall pay the 

Receiver the Fair Market Value of the Receiver's interest in any such assigned lease. The 

Assuming Institution shall give notice to the Receiver within 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 Institution shall assume all leases assigned (or enter into new leases in 

lieu thereof) pursuant to th is Section 4.6. 

(c) Facilitation. The Receiver shall facilitate the assumption, assignment or 

subl ease of leases or the negotiation of new leases by the Assuming In stituti on; provided that 

neither the Receiver no r the Corporation shall be obligated to engage in litigation, make 

payments to the Assuming Institution or to any third party in connection with facilitating any 

such assumption, assignment, sublease or negotiation or commit to any other obligations to 

th ird parties. 

(d) Notice of Surrender of Bank Premises. The Assuming In stitution shall 

give the Receiver at least fifteen (15) days prior written notice of its intent to surre nder to the 

Receiver any Bank Premises with respect to which th e Assuming Institution has not exerci sed 

the options provided in Sections 4.6(a) and 4 .6(b). Any such notice shall designate th e intended 

Bank Premises Surrender Date and shall terminate the Assuming Institution's option with 

respect to such Bank Premises. 

(e) Occupancy Costs. 

(i) The Assuming Institution shall pay to the Receiver, or to 

approp riate thi rd parties at the d irection of the Receiver, for the period from the Ba nk 

Closing Date to the Bank Premises Surrender Date, the foll owing amounts: (A) for 

ow ned Bank Premises, the market rental value, as determined by the appraiser selected in 

accordance with the definition of Fair Market Value, and all operating costs, and (B) fo r 

leased Bank Premises, all operating costs with respect thereto. The Assuming Institution 

shall comply with the terms of applicable leases on leased Bank Premises, including 

without limitation the timely payment of all rent. Operating costs include, withou t 

limitation, all taxes, fees, charges, maintenance, utilities, insurance and assessments, to 

the ex ten t not included in the rental value or rent. If the Assumin g Institution elects to 

purchase any owned Bank Prem ises in accordan ce with Section 4.6(a), the amo unt of any 

rent paid (and taxes paid to the Receiver which have not been paid to the taxing authority 

and for which the A ssuming Institution assumes liability) by the Assuming Institution 

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 

owned or leased Furniture and Equipment, all owned or leased Fixtures and all Specialty 

Assets located o n o r at th e Bank Premises for the period fro m the Bank Closing Date to 

the Bank Premises Surrender Date. Rent for such property owned by the Fa iled Ba nk 

shall be the market r ental value thereof, as determined by the Receiver within sixty (60) 

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V ersion 6. 1 P- PURCHASE AND ASSUMPTION AGREEMENT Sterl i ng. Virgini a 
days after the Bank C losing Date. Rent for such property leased by the Failed B ank 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 

contracts with respect to such property. If the Assuming Institution purchases any owned 

Furniture and Equipment, owned Fix tures or Specialty Assets in accordance with 

Sections 4.6(i), 4.6(h ) or 4.6U), the amount of any rents paid by the Assuming Institution 

with respect thereto s hall be applied as an offset against the purchase price thereof. 

(iii) S ubj ect to Section 4. 1, if the Assuming Institution gives notice of 

its election not to accept an assignment 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 

Bus iness Days of the Bank Closing Date, and the Receiver is satisfied that all of the 

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

within fifteen (15) d ays of the Bank Closing D ate, then, notwithstanding any other 

provision of this Agreement to the contrary, the Assuming Institution shall no t be liable 

for any of the costs imposed by this Section 4.6(e). 

(f) Certain Req uirements as to Fixtures, Furniture and Equipment and Certain 

Specialty Assets. If the Assuming Institution purchases owned Bank Premises (including any 

Bank Premises purchased at the fixed price shown on the Bid Form ) or accepts an assignment 

of the 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 Assuming Institution does not exercise either such 

optio n, but within twelve ( 12) months following the Bank C losing Date obtains the right to 

occup y all or any portio n of such Bank Premises (the "Subsequentl y Occupied Space"), 

whether by assignment, lease, s ublease, purchase or otherwise, other than in accordance with 

Section 4.6(a) or 4.6(b), the Assuming Institution shall (i) effective as of the Bank Closing 

Date, purchase fro m the Receiver all Fixtures, all Furniture and Equipment, and all Specialty 

Assets with an appraised value (as determined in accordance with Sectio n 4.6U)) of less than 

$ 10,000 owned by the Failed Bank and located on or at the Subsequently Occupied Space as of 

the Bank Closing Date at Fair Market Value , (ii) accept an assignment or a sublease of the 

leases or negotiate new leases for all Fixtures and Furniture and Equipment leased by th e Failed 

Bank and located on o r at the S ubsequently 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 Space is located; provided that the Receiver has 

not previously disposed of such Fixtures or Furniture and Equipment or Specialty Assets or 

repudiated the leases referred to in clause (ii) or (iii). 

(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 Sectio n 4.6(a) shall specify the 

Bank Premises Surrender Date. The Ass umi ng 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 th e Bank C losing Date, in the same cond ition as at the Bank 

Closing Date, and at the Bank Premises w here they were inventoried at the 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 remaini ng in any such Bank Premi ses mo re than 

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Version 6. 1 P- PURCHASE AND A SSUMPTION AGREEMENT Sterl i ng, Virgini a 
150 days after the Bank Closing Date (unless the Ass uming In stitution mus t do so to 

comply with Section 4.1 and has made appropriate arrangements with the Receiver and 

all applicable lessors), the Assuming In stitution shall, at the Receiver's option, (x) be 

deemed to have agreed to purchase such Bank Premises, and to ass ume all leases, 

obligations and liabili ties with respect to leased Furniture and Eq uipment and leased 

Fix tures located thereon and any ground lease with respect to the land on which such 

Bank Premises are located, and (y) be requ ired to purchase all Fi xtures and a)] Furniture 

and Eq uipment owned by the Fail ed Bank and located on or at the Bank Premi ses as of 

the Bank Closing Date. 

(ii) If the Assuming Institutio n elects not to accept an assignment 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 Premi ses Surrender Date. The 

Assuming Institution shall be responsible for promptly relinquishing and releasing to the 

Receiver s uch Bank Premises and the Fixtures, the Furniture and Equipment and the 

Specialty Assets located thereon which ex isted at the time of the Bank C losing Date, in 

the same condition as at the Bank C losing Date, and at the Bank Premises where they 

were inventoried at the Bank Closing Date, normal wear and tear excepted. A ny of the 

aforementioned which is missing will be charged to the Assuming Institution at the 

item's Fair Market V alue as determined in accorda nce with thi s Agreement. By faili ng to 

provide notice of its intention to surrender such Bank Premises prior to the expiration of 

the option period specified in Section 4.6(b), or by remaining in any such Bank Premises 

more th an 150 days after the Bank Closing Date (unless the Ass umi ng Institution must 

do so to comply wjth Section 4. 1 and has made appropriate arrangements with the 

Receiver and all applicable lessors), the Ass uming Institution shall, at the Receiver's 

option, (x) be deemed to have assumed all leases. obligations and liabilities with respect 

to such Bank Premises (includin g any ground lease with respect to the land. on wh ich 

such Bank Premises are located), and leased Furniture and Equipment and leased Fixtures 

located thereon in accordance with this Section 4.6 (unless the Recei ver previously 

repudiated any such lease), and (y) be required to purchase all Fixtures and all Furniture 

and Equipme nt 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 Valu e and located at any leased or o wned Bank 

Premises (A) that the Assuming Institution does not elect to purchase pursuant to Section 4.6(a) 

or (b) for which Assuming Institution does not elect to take assignment of its lease pursuant to 

Section 4.6(b); pro vided that, the Ass umin g In stitution sh all give th e Receiver no tice of its 

election to purchase such Furniture and Equipment at the tim e it gives notice of its intenti on to 

surrender such Bank Premises. 

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Version 6. 1 P- PURCHASE AND A SSUMPTION AGREEMENT Sterling. Virgini a 

(i) Option to Put Bank Premises and Related Fi xtures, Furniture and 

Equipment. 

(i) For a pe riod of ninety (90) days followin g the Ba nk 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 Subsidiar y and the 

purchase price paid b y the Receiver shall be the Fa ir Market Value of the Bank Premises. 

(ii) If the Ass uming Institutio n elects to requi re the R eceiver to 

purchase any Bank Premises that is owned , directly 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 Fix tures, any 

Furniture and Equipment and any Specialty Assets th at are owned, directly or indirectly, 

by an Acquired Subs idiary and are located on or at such Bank Premises and were utilized 

by the Failed Bank fo r banking purposes. The purchase price paid by the Receiver shall 

be the Fair Market Value of the Fixtures, Furniture and Equipment and Specialty Assets 

purchased . 

(iii) If the Assuming Institution elects to exercise its options under thi s 

Section 4 .6(i), the Assuming Institutio n shall pay to the Receiver occupancy costs as 

described in Sectio n 4 .6(e) a nd shall surrend er the Bank Premises in accordance wi th 

Section 4 .6(g)(i). 

(iv) Regardless of wheth er the Assumi ng Institution exercises any of its 

options under this Sectio n 4.6(i), the purchase pri ce for the Acquired Subsidiary shall be 

adjusted by the di ffe rence between the Fair Market Value of th e Bank Premises, the 

Fixtures, the F urniture and Equipment and the Specialty Assets utilized by the Failed 

Bank for ba nk ing purposes and their respective Book Value as reflected o n the books and 

record s of the Acquired Subs idia ry. Such adjustment shall be made in accordance w ith 

Article Vlll of this A greement. 

U) Optio n to Purchase Specialty Assets. The Receive r hereby gra nts to the 

Ass uming Institution an exclusive optio n for the period of thirty (30) days comme ncing the day 

afte r the Receiver provides the Assuming Institution the appropriate appraisal to purchase at 

Fair Market Value all , some or none of the Specialty Assets. 

(k) Data R emoval. The Assuming Instituti on shall , p rior to returning any 

automated teller machine to Recei ver and unl ess othe rwise requested by the Receiver, (i) remove 

all data from that automated teller machine and (ii) provide a written sta tement to the Receiver 

that all data has been removed in a manner tha t 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 B ank Closing to 

accept a n assignme nt fro m the Receiver of all Leased Data Ma nagement Equipment. 

(b) Notices Regarding Leased Data M anagement Equipment. The Ass uming 

Institution shall (i) give w ritte n notice to the Receiver within the optio n period specified in 

Sectio n 4 .7(a) of its intent to accept or decl ine an assignme nt or sublease of all Leased Data 

M anagement Equipme nt and p ro mptl y accept an assig nment or sublease of such Leased Data 

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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 

s ubj ect to a lease. 

(c) Facilitation by Receiver. The Receiver agrees to fac ilitate the assignment 

or sublease of Leased Data Management Equipment or the negotiation of new leases or license 

agreeme nts by the Assumin g In stitution; 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 a ny 

third party in connection with facilitating any such assumption, assignment, sublease or 

negotiation or commit to any oth er obligations to third parti es. 

(d) Operating Costs. The Ass uming In stitution agrees, during its period of 

use of any Leased Data Management Equipme nt and e nding 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 Manageme nt Equipment leases ente red into by the Failed Bank, including 

without limitation the timely payment of all rent, taxes, fees, charges, maintenance, utilities, 

insurance a nd assess ments. 

(e) Assuming Institution's Obligation. T he Assuming Institutio n shall, not 

later than fifty (50) days after giving the notice provid ed in Section 4.7(b), (i) re linquish and 

release to the Receiver or, at the direction of the Rece iver, to a third party, all Leased Data 

Management Equipment, in the same condition as at Bank Closing, normal wear and tear 

excepted, o r (ii) accept an assignme nt or a subl ease of any existing Leased Data Ma nagement 

lease or negotiate a new lease or license agreement under this Section 4.7 with respect to 

Leased Data Management Equipment. 

(f) Data Removal. The Assumin g In st itution shall , prior to returnin g a ny 

Leased Data Management Equipment, and unless otherwise requested by the Receiver, 

(i) remove all data from the Leased Data Management Equipment and (ii) pro vide 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) Assumptio n of Agreeme nts. Subj ect to the provisions of Sectj o n 4.8(b), 

with respect to agreements existing as of the Bank Closing Date which provide for the 

rendering of services by or to the Fai led Bank, within ninety (90) days after the Bank Closing 

Date, the Assuming Institution shall give the Receive r written notice specifying whether it 

elects to assume o r not to assume each such agreement. Except as may be otherwi se provided in 

this Article IV , the Assuming Institution agrees to comply with the terms of each such 

agreement for a period comme ncing on the day after the Bank Closing Date and e nding on: (i) 

in the case of an agreeme nt that provides for the render ing of serv ices by the Failed Bank, the 

date which is ninety (90) days afte r the Bank Closing D ate, and (ii) in the case of an agree ment 

that provides for th e rendering of services to the Failed Bank, the date wh ich is thirty (30) days 

afte r the Assuming Institut ion has given notice to the Receiver of its election not to assume 

such agreement; provided th at 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 which no notification is timely given. The Receive r 

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agrees to assign, tran sfer, 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 Assuming In stitution elects n ot to accept an assignment of an y lease 

(o r subl ease) o r 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 

the use or benefit of any such agreement, promptly to pay to the Receiver o r to appropriate third 

parties at the direction of the Receiver all operati ng costs with respect thereto and to comply 

with all relevant term s of such agreement. 

(b) Excluded Agreements. The provisions of Section 4.8(a) regarding the 

Ass uming Institution 's e lection to assume or not assume certain agreements s ha ll not appl y to 

(i) agreements pursuant to which the Failed Bank provides loan servicing for others or loan 

servicing is provided to the Failed Bank by others, (ii) agreements maintained between the 

Failed Bank and MERSCORP, Inc., or its wholly owned subsidiary, Mortgage Electronic 

Registratio n Systems, In c., (iii ) agreements that are su bject to Sections 4.1 through 4.7 and any 

insurance policy o r bond referred to in Section 3.5(a) or other agreement specified in Section 

3.5, (iv) consulting, 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 Estate. Except as otherwi se expressly set 

fo rth elsewhere in this Agreement, the Ass uming Instituti on 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 Assuming In stitution agrees to perform all 

obligations of the Failed Bank with res pect to Federal and State income tax info rmational 

reporting related to (i) the Acquired Assets and the Liabilities Assumed, (ii) deposit accounts that 

were closed and loans th at were paid off or collateral obtained with respect thereto prior to the 

Bank Closing Date, (iii) miscellaneous pay ments 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. Insurance. 

(a) Assuming Ins titution to Insure. The Ass uming Institution will obtain and maintain 

insurance coverage acceptable to the Receiver (including public liability, fire, and extended 

coverage insurance) naming the Assuming In stitution as the insured and th e R·eceiver as 

additional insured , effective from and after the Bank Closing Date, with respect to all (i) Bank 

Premises, and (ii) Fixtures, Furniture and Equipment, Specialty Assets and Leased Data 

Management Equipment located on or at those Bank Premi ses. 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 or (y) the date the 

Assumi ng Institution receives a deed from the Receiver fo r owned Bank Premises or assumes the 

lease for leased Bank Premises. 

(a) R ights of Receiver. If the Assuming In stitution at any time fro m or after 

Bank Clos ing Date fail s to (i) obtain or maintain any of the insurance policies req uired by 

Section 4.10(a), (ii) pay any premium in whole or in part related to those insurance policies, or 

(iii) provide evidence of th ose insurance policies acceptable to the Receiver, then the Receiver 

may in its sole and absolute discretion, without notice, and without waivin g or releasing any 

o bligation or liability of the Assuming Institution, obtain and maintain insurance policies, pay 

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insurance premiums and take any other actions with respect to the insurance coverage as the 

Receiver deem advisable. The Ass uming Institution will reimburse the Receiver for all sums 

disbursed in connection with this Section 4.1 O(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 fiftieth (!50th) day following the Bank 

Closing Date, the Assum ing Institution wi ll p rovide to th e Receiver and the Corporation, 

without charge, adequate and suitable office space (including parking facilities and vault space), 

furniture, equipment (including photocopying and telecopying machines), email accounts, 

network access and technology resources (such as shared drive), and utilities (including local 

telepho ne service and fax machines) (collectively, "FDIC Office Space") at the Bank Premises 

occupied by the Ass uming Institution for the Receiver and the Corporation to use in the 

discharge of their respective functions with res pect to the Failed Bank. 

(b) Receiver's Right to Extend. Upon written notice by the Recejver or the 

Corporation, for the period commencing on the one hundred fifty f irst (151st) day following the 

Bank Closing Date and ending no later than the three hundred and sixty-fifth (365th) day 

following the Bank Closi ng 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 15lst 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 on square footage occupied) of (A) the market 

rental value for the applicable owned Bank Premises or (B) actual rent paid for applicable 

leased Bank Prem ises. 

(c) Receiver's Relocation Right. 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 adequate and s uitable 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 4.1l(b). 

(d) Expenditures. The Assuming Institution will pay such b ills and invoices 

o n behalf of the Receiver and the Corporation as the Receiver or the Corporation may direct for 

the period beginning on the date of the Bank C los ing Date and ending on Settlement Date. The 

Assum ing Institution shall s ubmit its requests for reimbursement of such expenditures pursuant 

to Article VIII of this 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 

former employees of the Failed Bank, or any of its Subsid iaries, and who, immediately prior to 

the Bank C losing Date, were receiving, or were eligible to receive, health insurance coverage or 

health insurance continuation coverage from the Failed Bank ("Eligible Individuals"), the 

opportunity to obtain health insurance coverage in the Corporation's Federal Insurance 

Ad ministration Continuatio n Coverage Plan which provides for health insurance continuation 

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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 Ass uming 

Institution shall consult with the Receiver and not later than five (5) Bus iness Days afte r 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) has occurred and with respect to whom the Failed Bank's obligations 

under Part 6 of Subtitle B of Title I of ERISA, 29 U.S.C. §§ 1161-1169 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 titutio n such data in its possession as may be reasonabl y required 

for purposes of preparing such notice. 

(b) Qualified Beneficiaries; Expenses. The Assuming Institution shall take 

such further ac tion to ass ist the Receiver in offering the Eli g ible Indi vid ua ls who are Qualified 

Benefic iaries of the Failed Ba nk the opportunity to obtain health insurance cover age in the 

Corporation's Federal Insurance Administration Continuation Coverage Plan as the Receiver 

may direct. All expenses incurred and paid by the Ass uming Institution (i) in connection with 

the obligations of the Assumi ng Institution under thi s Section 4. I2, and (ii) in providing health 

insura nce conti nuation coverage to any E ligible Indi vidu als who are hired by the Assum ing 

Institution and such employees ' Qualified Beneficiaries shall be borne by the Assuming 

Institution. 

(c) Failed Bank Employees. Unless otherwise agreed by the Receiver and 

the Assuming Institution, the Assuming Institution shall be responsible for all salaries and 

payroll costs, including benefits, for all Failed Bank employees from the time of the closing of 

the Failed Bank until the Assum ing Institution makes a final determination as to whether such 

employee is to be retai ned by the Assuming Institution. The Ass uming 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 Bank employee, the Receiver shall reimburse the Ass uming Institution fo r such cost 

through the settl ement process described in Article VJTT. 

(d) No Third Party Beneficiaries. This Section 4. 12 is for the sole and 

exclusive benefit of the parties to th is Agreement, and fo r th e 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 employee). Nothing in thi s 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 a ny Subsidiary thereof, Eli gible Individual or Qualified 

Benefic iary of such fo rmer empl oyee) oth er than the Corporatio n, the Receiver and the 

Assuming Institution, any legal or equitable right, remedy or claim under or with res pect to the 

provisions of th is Section 4-.12. 

4.13. Interim Asset Servicing. At any tim e after the Bank Closing Date, th e Receiver 

may establish on its books an asset pool(s) and may transfer to such asset pool(s) (by means of 

accounting entries on the books of the Receiver) all or any assets and liabilities of the Failed 

Bank which are not acquired by the Assuming Institution, including, without limitatio n, wholly 

unfunded Commitments and assets and liabilities which may be acqui red , funded or originated 

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by the Receiver subsequent to the Bank C losing Date. The Recei ver may remove assets (and 

liabilities) from or add assets (and liabilities) to such pool(s) at any time in its discretion. At the 

option of the Receiver, the Assuming Institution agrees to ser vice, administer and collect such 

pool assets in accordan ce with, and for the term set forth in, Exhibit 4. 13. 

ARTICLE V. DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK. 

5.1. Payment of Checks, Drafts, Orders and Deposits. S ubj ect to Sectio n 9.5, the 

Assuming Institution agrees to pay all properly drawn checks, drafts, withdrawal o rders and 

Assumed Deposits of depositors of the Failed Bank presented for payment, whether drawn on the 

check or draft forms provided by the Failed Bank or by the Assuming Institution, to the extent 

that the Deposit balances to the credit of the respecti ve makers or drawers assumed by the 

Assuming Institution unde r this Agreement a re suffi cient to permit th e pay me nt the reof, and in 

all other respects to discharge, in the us ual course of conducting a banking business , the duties 

and obligations of the Failed Bank with respect to the Deposit balances due and owing to the 

depositors of the F ailed Bank assumed by the Assuming Institution under thi s Agreement. 

5.2. Certain Agreements Related to Deposits . Except as may be modified pursuant 

to Section 2 .2, the Assuming Institution agrees to honor the te rms a nd conditions of any written 

escrow or loan servi cing ag reeme nt or other similar agreement relating to a Deposit li ability 

ass umed by the Assuming Institutio n pursuant to this Agreement. 

5.3. Notice to Depositors. 

(a) Assumptio n of De posits. With in seven (7) days after the Ba nk Closing 

Date, the Assuming Institution shall give notice by mail to each depos itor of the Fail ed Bank of 

(i) the assumption of the D eposit liabilities of the Failed Bank, and (ii) the procedures to claim 

Deposits (th e Receiver shall provide item (ii) to Assuming Instituti on). The Assuming 

Institution shall also publish notice of its assumption of the Deposit liabilities of the Failed 

Bank in a newspaper of general circulation in the county or counties in which the Failed Bank 

was located. 

(b) Notice to Depositor s. Within seven (7) days after the Bank Closing Date, 

the Ass uming In stitutio n shall give noti ces by mail to each depositor of the Failed B ank, as 

requi red under Section 2.2. 

(c) Fee Schedu le. If the Assumin g Institution proposes to ch arge fees 

different from those fees fo rmerly charged by the Fail ed Bank, the Assuming Institution shall 

include its fee schedul e in its mailed notice. 

(d) Approval of Notices and Publications. The Assuming Institution shall 

obtain approval of all notices a nd publicatio ns required by thi s Sectio n 5 .3 from co unsel for the 

Receiver prior to mailing o r publ icati on. 

(e) Validation. To validate the notice requirements outlined in Section 5 .3, 

th e Assuming Institution shall provide the Receiver (i) an Affid av it of Publication to meet the 

publication requirements outlined in Section 5.3(a) a nd (ii ) the Assuming Institution will 

prepare a n Affid av it 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). 

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ARTICLE VI. FAILED BANK RECORDS. 

6.1. Transfer of Failed Bank Records . In accordance with Sections 2.1 and 3.1, the 

Receiver assigns, transfers, conveys and deli vers to the Assuming Institution, whether located on 

Bank Premises occupied or not occupied by the Assuming Institution or at any other location, 

any and all Failed Bank Records, other than the following: 

(a) Failed Bank Records pertaining to former employees of the Failed Bank 

who were no longer empl oyed by the Failed Bank as of the Bank Closing Date and Failed Bank 

Records pertaining to employees of the Failed Bank who were employed by the Failed Ban k as 

of the Bank Closing Date and for whom the Receiver is unable to obtain a waiver to release 

such Failed Bank Record s to the Assuming Institution; 

(b) Failed Bank Records pertaining to (i) any asset or liabili ty of the Failed 

Bank retained by the Receiver, or (ii) any asset of the Failed Bank acquired by the Receiver 

pursuant to this Agreement; and 

(c) any other Failed Bank Records as determined by the Receiver. 

6.2. Transfer of Assigned Failed Bank Records. The Receiver shall tran sfer to the 

Assumi ng In stitution all Failed Bank Record s described in Section 6. 1 as soon as practicable on 

or after the date ofth is Agreement. 

6.3. Preservation of Failed Bank Records. 

(a) Assuming Institution Failed Bank Records Retentio n. The Assuming 

Institution agrees that it will preserve and main tain, at its sole expense, for the j oint benefit of 

the Receiver, the Corporation and the Assuming Institution, all Failed Bank Records, except 

those Failed Bank Reco rds which the Receiver, in its sole and absolute discretion, chooses to 

ph ysicall y take. The Assuming In stitution shall have the pli mary responsibili ty to respond to 

s ubpoenas, discovery req uests, and other similar official inquiries and customer requests for 

lien releases with respect to the Failed Bank Records of which it has custody. With respect to 

its obli gations under thi s Sectio n 6.3 regard ing Electronicall y Stored Information, th e Assuming 

In stitution wi ll complete the Data Retention Catalog attached hereto as Schedule 6.3 a nd 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 Failed Bank 

Records in an easily accessible and useable format. If such Failed Bank Records are 

maintained by a third party vendor, the Assuming Institution is responsible for ensuri ng th at the 

third party complies with this Article. 

(b) Destruction of Certain Failed Bank Records. With regard to all Failed 

Bank Record s of whi ch it has custody which are at least ten ( I 0) years old as of the date of the 

appointment of the Receiver, the Assuming Institution agrees to request wlitten permission to 

destroy such Failed Bank Records by submitting a written request to destroy, specifying 

precisely which Failed Bank Records are included in the request, to ORR- Records Manager, 

CServ.iceFDICDAL@ FDIC.gov. 

(c) Destruction of Failed Bank Records After Six Years. With regard to all 

Failed Bank Records of which it has custody which have been maintain ed in the custody of the 

Assuming Institution after six (6) years from the date of the appointment of the Receiver, the 

Ass uming Institution agrees to request written permi ssio n to destroy suc h Failed Bank Records 

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by submitting a written request to destroy, specifying precisely which Failed Bank Records are 

included in the reques t, to DRR- Records Manager, CServiceFDICDAL@FDIC.gov. 

6.4. Access to Failed Bank Records; Copies. The Assu ming In stitution agrees to 

permit the Receiver and the Corporation access to all Failed Bank Records of which the 

Assuming Institution has custody, and to use, inspect, make extracts from or request copies of 

any such Failed Bank Records in the man ner and to the extent requested, and to duplicate, in the 

discretion of the Receiver or the Corporation, any Failed Bank Record pertaining to Deposit 

account relationships; provided that in the event that the Failed Bank maintained one or more 

duplicate copies of such Failed Bank Records, the Assuming Institution hereby assigns, transfers, 

and conveys to the Corporation one such duplicate copy of each such Failed Bank Record 

without cost to the Corporat ion, and agrees to deliver to the Corporation all Fai led Bank Records 

assigned and transferred to the Corporation under this Article VI as soon as practicable on or 

after the date of this Agreement. The party requesting a copy of any Failed Bank Record shall 

bear the cost (based on standard accepted industry charges to the extent applicable, as 

determined by the Receiver) for providing such duplicate Failed Bank Record. A copy of each 

Failed Bank Record reques ted s hall be provided as soon as practicable by the party having 

custody thereof. If the Receiver or Corporation is seekin g access to a Failed Bank Record from 

the Assuming Institution, the Receiver or Corporation need not provide a subpoena to obtain 

access to the Failed Bank Records in the Ass uming Institution's cus tody. 

6.5. Right of Receiver or Corporation to Audit. The Receiver or the Corporation, 

their respective agents, cont ractors and employees, may (but are not required to) perform an 

audit to determine the Assuming Institutio n's compliance with thi s Agreement at any time, by 

providing not less than ten (10) Business Days prior notice. The scope and d uration of any such 

audit shall be at the discretion of the Receiver or the Corporation, as the case may be. The 

Receiver or the Corporation, as the case may be, shall bear th e expense of any such audit. In the 

event that any corrections are necessary as a result of such an audi t, the Assuming lnstjtutio n and 

the Receiver shall make such accounting adjustments, payments and withholdings as may be 

necessary to give retroactive effect to such correctio ns. 

ARTICLE VII. BID; INITIAL PAYMENT. 

The Assuming Institution has submitted to the Receiver a Deposit premium bid of 1.0 % 

and an Acqui red Asset discou nt bid of a negative Five Million Dollars ( $5,000,000.00) (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 s imilar subscription services Deposits as 

reflected on Schedule 7. On the Payment Date, the Assuming Institution will pay to the 

Corporation, or the Corporation will pay to the Assuming In stitution , as the case may be, the 

Initial Payment, together w ith in terest on such amount (if the Pay ment Date is not the day 

following the Bank C los ing Date) from and includ ing the day following the Bank Closi ng Date 

to and including the day preceding the Payment Date at the Settlement Interest Rate. 

ARTICLE VIII. ADJUSTMENTS; SETTLEMENT PROCESS. 

8.1. Pro Forma Statement. The Receiver, as soon as practicable after the Bank 

Closing Date, in accordance with the best information then available, shall prov ide to the 

Assuming Institution a Pro Forma statement reflecting any adjustments of such liabilities and 

assets as may be necessar y. S uch Pro Forma statement shall take into accou nt, to the extent 

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possible, (a) li abilities and assets of a nature similar to those contemplated by Section 2.1 or 

Section 3.1, respectively, which on the Bank Closing Date were carried in the Failed Bank's 

suspense accounts, (b) accruals as of the Bank Closing Date for all income related to the assets 

and bus iness of the Failed B ank acquired by the Assumin g Instituti o n 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 accounts o n the "bank o nly" (unconsolidated) balance sheet of the Failed B a nk based 

on the Equity Method of Accounting, whether or not the Fail ed Bank used the Equity Method of 

Accounting for investments in subsidiaries, except that the resulting amo unt cannot be less than 

the Acquired Subsidiary's recorded equity as of the Bank Closing Date as reflected on the Failed 

Bank Records of the Acquired Subs idiary. Acquired Subsidiaries with negative equity will be 

restated to $1 pursuant to the Equity Method of Accounting . Any Acquired Asset purchased by 

the Assuming Institution or any asset of an Acquired Subsidiary purchased by the Assuming 

Institutio n pursuant to Section 3. 1 which was partiall y or wholl y charged off during the period 

beginning the day after the Bid Valuation Date to the date of the Bank Closing Date shall be 

deemed not to be charged off for the purposes of the Pro Forma statement, and the purchase price 

shall be determ ined pursuant to Section 3.2. 

8.2. Correction of Errors and Omissions; Other Liabilities. 

(a) Adjustments to Correct Errors. In the event any bookkeeping omissions 

or errors ar e discovered in preparing any Pro Forma sta tement or in completing the transfers 

and assumptions contemplated hereby, the parties hereto agree to correct such errors and 

omi ssions, it being under stood that, as far as practicabl e, all adjustments will be made 

consistent with the judgments, methods, policies or accou nting principles utilized by the Failed 

Bank in preparing and maintaining Failed Bank Records, except that adjustments made 

pursuant to this Section 8.2(a) are not intended to bring the Fail ed Bank Record s into 

accordance with generally accepted accounting principles. 

(b) Receiver 's Ri ghts Regarding Other Liabilities. If the Receiver discovers 

at any time subsequent to the date of this Agreement that any claim exists against the Failed 

Bank which is of such a nature that it would have been included in the liabilities assumed unde r 

Article II had the existence of such claim or the facts g iving rise thereto been known as of the 

Bank Closing Date, the Receiver may, in its discretion, at any time, require that such claim be 

assumed by the Assuming Institution in a manner consistent with the intent of this Agreement. 

The Receiver will make appropriate adjustments to th e Pro Form a state me nt provided by the 

Receiver to the Assuming Institution pursuant to Section 8.1 as may be necessary. 

(c) Other Adjustments. If the Fail ed 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 fo r that transfer, the Receive r 

will make an adju stment to the Initial Payment (or subseq uent payments) in an amount equal to 

(i) the Book Value of that transfened asset divided by (ii) the Book Value of all Acquired 

Assets plus the Book Value of th at transferred asset p lus the Book Value of oth er similarly 

transferred assets, then multiplied by (iii) the Acqui red Asset pre mium (discount) bid set forth 

in Article VII. This adjustment will be as a credit to the Assuming Institution in the case of an 

Acquired Asset premium bid and a credit to the Receiver in the case of an Acquired Asset 

discount bid. For purposes of this Section 8.2(c), Book Value mean s, solely with respect to the 

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applicable asset transferred to as S ubsidiary that is not an Acquired Subsidiary, that value stated 

on the Failed Bank Records as ofthe Bid Valuation Date . 

8.3. Payments. The Receiver agrees to cause to be paid to the Assuming Institution, 

or the Ass uming Institution agrees to pay to the Receiver, as the case may be, on the Settlement 

Date, a payment in an amount which reflects net adjustments (including any costs, expenses and 

fees associated wi th determi natio ns of value as provided in thi s Agreement) made pursuant to 

Section 8.1 or Sectio n 8.2, plus interest as provided in Section 8.4. The Receiver and the 

Assuming Institution agree to effect on the Settlement Date an y further transfer of assets to or 

assumption of liabilities or claims by the Assuming Institu tion as may be necessary in 

accordance with Section 8.1 or Section 8.2. 

8.4. Interest. Any amounts paid under Sectio n 8.3 o r Section 8.5 shall bear interest 

for the period from and including the day following the B ank C losing Date to and including the 

day preceding the payment a t the Settlement Interest Rate. 

8.5. Subsequent Adjustments. In the event th at the Assuming Institution or the 

Receiver discovers any errors or omissions as contemplated by Section 8.2 or any error with 

respect to the payment made under Section 8.3 after th e Settlement Date, the Assuming 

Institutio n and the Receiver agree to promptly correct any such en ors or omissions, make any 

payments and effect any transfers or assump tions 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 w ill, 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 

Institutio n each shall, at any time, and from time to time, upon the request of any party hereto, 

execute and deliver such additional instruments and d ocuments of conveyance as shall be 

reasonably necessary to vest in the appropriate party its full legal or equitable title in and to the 

p ropert y transferred pu rsuant to this Agreement or to be transferred in accordance herewith. The 

Assuming Institution shall prepare such instrume nts and documents of conveyance (in form and 

substance satisfactory to the Receiver) as shall be necessary to vest title to the Acquired Assets in 

the Assuming Institution. The Assuming Institution shall be responsible fo r recording such 

instruments and documents of conveyance at its own expense. 

9.3. Claims and Suits. 

(a) Defense and Settlement. The Receiver shall have the rig ht, in its 

d iscretion, to (i) defend or settle any claim or suit against the Assuming Institution with respect 

to which the Receiver has indemnified the Assuming Institution in the same manner and to the 

same extent as provided in Article XII, and (ii) defend or settle an y claim or suit against the 

Assuming Institution with respect to any Liability Assumed , which claim or suit may result in a 

loss to the Receiver arising out of or related to this Agreement, or which existed 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 Institution with respect to any of its 

obligations under this Agreement. 

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(b) Removal of Actions. In the event any action at law or in equity shall be 

instituted by any Person against the Receiver and the Corporation as codefendants with respect 

to any asset of the Failed Bank retain ed or acquired purs uant to this Agreement by the Receiver, 

the Receiver agrees, at the requ est of the Co rporation, to join with the Corporation in a petit ion 

to remove the action to the United States District Court for the proper di strict. 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 matte r connected therewith whenever 

notice requirin g such action shall be given by the 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 

Ass uming Institution pursuant to thi s Agreement and asserts a claim agai nst the Receiver for all 

or any portio n of any such Deposit liability, the Assuming Institution agrees on demand to 

provide to the Receiver funds sufficient to pay such claim in an amount not in excess of the 

Deposit liability reflected on the books of the Assuming Institution at the time such claim is 

mad e. Upon payment by the Ass uming Institution to the Receiver of such amount, the Assuming 

Institutio n s hall be discharged from any further obligatio n under thi s Agreement to pay to any 

such depos itor the amount of s uch Deposit liability paid to the Receiver. 

9.5. Withheld Payments. At any time, the Receiver or the Corporation may, in its 

discretion, determine that all 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 

disc retion, determin e that it is the best interest of th e Receiver or Corporation to withh old all or 

any portion of any deposit), and may direct the Assuming In stitution to with hold payment of all 

or any portion of any such deposit balance. Upon s uch direction, the Ass uming Institution agrees 

to hold such de posit 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 otherwi se. The Assuming Institution 

agrees to maintain the " withheld payment" status of any such depos it 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 porti on of such deposit 

balance to the Receiver or the Corporation, as appropriate, and thereupon the Assuming 

Institution s hall be disc harged from any further liability to such depositor 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 pursuant to this Section 9.5, the Assuming Institution shall not be obligated 

to return such deposit balance to the Receiver or th e Co rporation. The Ass umin g In stitution shall 

be obligated to reimburse the Corporation or the Receiver , as the case may be, for the amount of 

any deposit balance or portion thereof paid by the Assuming Institution in contravention of any 

previous direction to withhold payment of such deposit balance or return such deposit balance 

the payment of whi ch was withheld pursuant to th is Sectio n 9.5. 

9.6. Proceedings with Respect to Certain Assets and Liabilities. 

(a) Cooperation by Assuming Institution. In connection with any 

in vestigatio n, proceeding or other matter with respect to an y asset o r liability of the Failed Bank 

retained by the Receiver, or any asset of the Failed Bank acquired by the Receiver pursuant to 

this Agreement, the Assuming Institution shall coopera te to the extent reasonably required by 

the Receiver. 

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(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, .employees 

and agents and those of the Acquired Subsidiaries, and (ii) its books and records, the books and 

records of such Acquired Subsidiaries and all Credit Files, and copies thereof. Copies of books, 

records and Credit Files shall be provided by the Assuming Institution 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 (10) days after the Put Notice 

pursuant to Section 3.4 or the date of the noti ce of tran sfer of any Loan by the Assuming 

In stitution to the Receiver pursuant to Section 3.6, the Assuming In stitution shall deliver to the 

Receiver s uch documents with respect to such Loan as the Receiver may request, including 

without limitation the followi ng: (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 charges then accrued and 

unpaid thereon, and any restrictions on transfer to which any such Loan is subj ect, 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 Assuming In stitution or any Affiliate of the Assuming Institution 

relating to the transferred Loan. 

9.7. Information. The Ass uming Institution promptly shall provide to the 

Corporation such other information, including financial statements and computations, relating to 

the performance of the provisions of this Agreement as the Corporation or the Receiver may 

request from time to time, and, at the reques t of the Receiver , make available employees of the 

Failed Bank employed or retained by the Assuming Institution to assist in preparation of the Pro 

Forma statement pursuant to Section 8. 1. 

9.8. Tax Ruling. The Assuming Institution shall not at any time, w ithout 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 the 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 satisfactory 

to each of any necessary app roval, waiver, or 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 chartering of the Assuming In stitution, and any agreements, 

documents, matters or proceedin gs contemplated hereby o r 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 the 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 deli ver 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 r equired in 

connection with the execution, de livery or performance by the Assuming Institution of this 

Agreement, other than such 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 guarantees 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 In stitution assumes full responsibility for 

doing all things necessary to insure such insurance or guarantees remain in full force 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 wher e necessary to complete forms required 

by the insurin g or guaranteeing department or agency to effect or complete the transfer to 

Assuming Institution. 

11.6. Representations R em ain True. The Assuming Instituti on represents and 

warrants that it has executed and delivered to the Corporation a Purchaser Eligibility 

Certification and Confidentiality Agreement and that all information provided and 

represe ntations made by or on behalf of the Assuming 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 respec ts and do not fail to state any fact required to 

make the information contai ned therein not misleading . 

11.7. No Reliance; 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 h as had adequate opportunity to cons ult with advisors of its 

choice in connectio n therewith. 

ARTICLE XII. INDEMNIFICATION. 

12.1. Indemnification of lndemnitees. From and after the Bank Closing Date and 

subject to the limitations set forth in this Section 12.1 and Section 12.6 and complian ce by the 

Jndemnitees with Section 12.2, the Receiver ag rees to indemnify 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 R eceiver pursuant to Section 12.2(d), 

judgments, f ines and amounts paid in settle ment actuall y and reasonably incuned in connection 

with claims against any Inde mnitee based on liabilities of the Failed Bank that are not assumed 

by the Ass uming Institution pursuant to this Agreement or subsequent to the execution hereof by 

the Assuming Institution or any Subsidiary or Affiliate of th e Assuming In stitution for which 

indemnification is provided: 

(a) hereunder in thi s Section 12.1, subj ect to certain exclus ions as pro vid ed 

in Section l2.l(b): 

(i) claims based on the ri ghts of any shareholder or 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 creditor as such of the Failed 

Bank, or any creditor as such of any d irector, officer, employee or agent of th e Failed 

Bank, with respect to any indebtedness or other obligation of the Failed Ba nk arising 

prior to the Bank Clo sing 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, misfeasance 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 Acquired Asset and based on any actio n or inaction of either the Failed 

Bank, its directors, officers, emp loyees or agents as such prior to the Bank Closing Date, 

unl ess any s uch judg ment, fine or amo unt paid in settlement exceeds the greater of (A) 

the Repurchase Price of such Acquired Asset, or (B) the monetary recovery sought on 

such Acquired Asset by the Assuming Institution in the cause of action from which the 

Coun terclaim arises; and in such event the Receiver will provide indemnification only in 

the amount of s uch excess; and no indemn ification 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 inc urred by such 

Indemnitee in connection with the defense of any such Coun terclaim ; and it is expressly 

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agreed that the Receiver reserves the 1ight to intervene, in its discretion, on its behalf 

and/or on behalf of the Receiver, in the defense of any such Counterclaim; 

(ii) claims with respect to any liability or obligation ofthe 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 Fai led 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 fo r any claims based upon any action or inaction of th e Failed 

Bank, its directo rs, officers, employees or agents as f iduciary, agent or custodian prior to 

the Bank C losing Date; 

(v) claims based on any violation or alleged violation by any 

Indemnitee of the antitrust, branching, banking or 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 Subsidiary 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 warranty 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 Assumi ng Institutio n 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 Acquired Assets or Liabilities Assumed 

to any Subsidiary or Affiliate of the Assuming Institution; 

(xi) except as expressly provided in this Article XII, claims based on 

any action or inaction of any Indemn itee, 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 hereund er 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 

In stitution of the representations and warranties contained in Article XI; 

(xiii) claims arising out of or relating to the condition of or generated by 

an Acquired Asset a rising from or relating to the presence, storage or release of any 

hazardous or toxic s ubstance, or any pollutant or contaminant, or condition of such 

Acquired Asset which violate any applicable Federal, State or local law or regulation 

concerning environmental protection; and 

(xiv) claims based on, related to or arising from any asset, including a 

loan, acquired or liability assumed by the Assuming Institution, other than pursuant to 

this Agreement. 

12.2. Conditions Precedent to Indemnification . It shall be a conditi on precedent to 

the obligation of the Receiver 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 which such 

Person is or may be entitled to indemnification hereunder: 

(a) give written noti ce to the Regional Counsel (Litigation Branch) of the 

Corporation in the man ner and at the address provided in Section 13.6 of such claim as soon as 

practicable after such claim is made or threatened; provided that notice must be given on or 

before the date which is six. (6) years from the date of this Agreement; 

(b) provide 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 reasonably require, to 

preserve and protect any defense to such claim; 

(d) in the event suit is brought with respect to such claim, upon reasonable 

prior notice, afford to the Receiver the right, which the Receiver may exercise in its sole and 

absolute discretion, to co nduct 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, litigatio n, arbitration, sett lements, compromises 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 any 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 unless such costs or expenses were incurred upon the 

written direction of the Receiver; 

(f) not release or settle such claim or make any payment or admission 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 Receive r may request in writing 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 otherwise alter any warranty or di sclaimer 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) Acquired Asset, or (ii) asset of the Failed Bank purchased by 

the Assuming Institution subsequent to the executi on of this Agreement by th e Assuming 

Institution or any Subsidiary or Affiliate of the Assuming Institution, or (b) create any warranty 

not expressly provided under this Agreement with res pect 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 th eir respective directors, officers, employees and agents from and against 

any and all costs, losses, liabil ities, expenses (including attorneys' fees), judgments, fines and 

amounts paid in settlement actually and reasonably in curred in connection with any of the 

following: 

(a) claims based o n any and all liabiUties or obligations of the Failed Bank 

assu med by the Assuming Institution pursuant to this Agreement 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 omission of any Inde mnitee (including but not 

limited to claims of any Person claiming any ri ght or titl e by or through the Assuming 

Institution with respect to Acquired 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) 

ofSection l 2. l (a); and 

(c) claims based o n any failure of the Assuming In stitution 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 a ny amount payable by any Primary Indem nitor to the Person indemnified 

under this Article X II. Cons istent with that intent, the Receiver agrees onl y 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 ite m of ind emnification under 

thi s 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 

Co rporation's) payments to the extent of such excess. 

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12.6. Criminal Claims. Notwithstanding any pro visiOn of this Article XII to the 

contrary, in the event that any Person being indemnified under this Article XII shall become 

involved in any criminal action, suit or proceeding, whether judicial, administrative or 

investigative, the Receiver shall have no obligation he reunder to ind emnify such Person fo r 

liabi lity with respect to any criminal act or to the extent a ny 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 otherwise in the defense against any such action, suit or proceedin g, or (b) such action , 

suit or proceedin g 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 In stitution as set forth in 

thi s Article XIl. It is a condition to the Corporation's obligation hereunder that the Assuming 

Institu tio n shall comply in all respects with the applicable provisio ns 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 Sectio n 12.7, nothing in thi s Article XII is intended or shall be constru ed to create 

any liability o r obligation on the part of the Corporation, the U nited 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 

this Article XTT are the sole and excl usive responsi bility of the Receiver and no other Pe rson or 

entity. 

12.8. Subrogation. Upon payme nt by the Receiver, or the Corporation as guarantor in 

accordance with Section 12.7, to any Indemnitee for any claims indemnified by th e Receiver 

under this Article XII, the R eceiver, 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 otherwise provided; provided 

that the Assuming Institution shall pay all fees, costs and expenses (oth er than attorneys' fees 

incurred by the Receiver) inc urred in connection with the transfer to it of any Acquired 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 J URY TRIAL. EACH PARTY HEREBY IRREVOCABLY 

AND UNCONDITIONALLY W AlVES , TO THE MAXIMUM EXTENT PERMITTED BY 

APPLICABLE LAW, ALL RIGHT TO TRIAL BY J URY lN OR TO HAVE A JURY 

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 HEREB Y. 

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 

unl ess expressly otherwi se provided, shall not be unreasonably withheld or delayed. When a 

determin ation 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 otherwise provided. 

Whol e Bnnk 43 Millennium Bnnk, N.A. 

V ersion 6. 1 P- PURCHASE AND ASSUMPTION AGREEMENT Sterl i ng. Virgini a 
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. R eferences to parties are to the parties to this Agreement. Unl ess 

express ly otherwise provided , references to days and months are to calendar days and months 

respectively. In any case where a no tice o r other actio n is due o n a day which is not a Bus iness 

Day, such notice or other action may be delayed until the next-succeeding B usiness D ay. Article 

and Section headings are for convenient reference and shall not affect the meani ng of this 

Agreement. References to the singular shall include the plural, as the 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 

Dall as, Texas 75201 

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 75201 

In add ition, with respect to communications unde r Exhibit 4 .13, a copy to: 

Attention: Interim Servicing Manager, 

I 

(c) Notice to Assumi ng Ins titution . With respect to a notice und er this 

Agreement: 

Washi ngtonFirst Bank 


11921 Freedom Dr. Ste 250 


Whol e Bnnk 44 Millennium Bnnk, N .A. 

Version 6. 1 P- PURCHASE AND ASSUMPTION AGREEMENT Sterl i ng. Virgini a 
Reston , VA 20190 

Attention: Shaza L. Andersen, CEO 

with a copy to: Ri chard D. Horn, General Counsel & Corporate Secretary 

13.7. Entire Agreement. This Agreement, including the Schedules and Exhibits hereto 

and thereto, embody the entire agreement of th e parti es hereto in relation to the subject 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 duly authorized representative of a different party hereto on separate counterparts, 

each of whi ch when so executed shall be deemed to be an ori ginal and all of whi ch when taken 

together shall constitute one and the same Agreement. 

13.9. GOVERNING LAW. THIS AGREE MENT AND THE RIGHTS AND 

OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN 

ACCORDANCE WITH THE FEDERAL LAW OF THE U NITED STATES OF AMERICA, 

AND IN THE ABSENCE OF CONTROLLING FEDERAL 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 S uccessors and Assigns; Assignm ent. All terms and co nditions 

of thi s Agreement shall be binding on the successors and ass igns of the Receiver, the 

Corporation and the Assuming Institution. The Receiver may assign or otherwise transfer this 

Agreement and the ri ghts and obligations of the Receiver hereunder (in whole or in part) to the 

Corporation in its co rporate capacity without the consent of Assuming Institution. 

Notwithstanding anything to the contrary co ntained in this Agreement, the Assuming In stitution 

may not assign or otherwise transfer this Agreement or any of the Assuming Institution's rights 

or obligations hereunder (in whole or in part) witho ut the prior written consent of the Receiver, 

which consent may be granted or withheld by the Receiver in its sole and absolute di scretion. 

(b) No Third Part y Beneficiaries. Nothing ex pressed or referred to in this 

Agreement is intended or shall be constru ed to give an y Person other than the Receiver, the 

Corporation and the Assuming Institution any legal or equitable right, remedy or claim under or 

with respect to thi s Agreement or any provis ions contained herein, it being the intention of the 

parties hereto that thi s Agreement, the obligatio ns and statements of responsibilities hereunder, 

and all other conditions and provisions hereof are for the sole and exclusive benefit of the 

Receiver, the Corporation and the Assuming Institution and for the benefit of no other P erson. 

13.11. Modification. No amendment or other modification, rescission or release of any 

part o f this Agreement shall be effective except pursuant to a written agreement subscribed by 

the dul y authorized representati ves of the parties. 

13.12. Manner of Payment. All payments du e u nder thi s Agreement shall be in lawful 

mo ney of the United States of America in immediately available funds as each party hereto may 

specify to the other parties; pro vided that in the event the Receiver or the Corporation is 

obligated to make any payment hereunder in the amount of $25 ,000.00 or less, such payment 

may be made by check. 

Whol e Bnnk 45 Millennium Bnnk, N.A. 

Version 6. 1 P- PURCHASE AND A SSUMPTION A GR EEM ENT Sterling, Virgini a 
13.13. Waiver. Each of the Receiver, the Corporation and the Assuming Institution may 

waive its respective rights, powers or privileges under this Agreement; provided that such waiver 

shall be in writing; and further provided that no failure or delay on the part of the Receiver, the 

Corporation or the Assumin g In stitution to exercise any light, power or plivilege und er thi s 

Agreement shall operate as a waiver thereof, nor will any single or partial exercise of any ri ght, 

power or privilege under this Agreement preclude any other or further exercise thereof or the 

exercise of any other right, power or privilege by the Receiver, the Corporation or the Assum ing 

Institution under thi s Agreement, nor will any such waiver operate or be construed as a future 

waiver of such right, power or privilege under this Agreement. 

13.14. Severability. If any provision of th]s Agreement is declared invalid or 

unenforceable, then, to the extent possible, all of the remain ing provisions of this Agreement 

shall remain in full fo rce and effect and shall be binding upon the parties hereto. 

13.15. Term of Agreement. This Agreement shall continue in full force and effect 

until the sixth (6th) anniversary of the Bank Closing Date; provided that 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, and in such event, the guaranty of the Corporation, as provided in and in 

accordance with the provisions of Section 12.7, shall be in effect for the remainder of the term of 

this Agreement. Expiration of the term of thi s Agreement shall not affect any claim or liability of 

any party with respect to any (a) amount which is owing at the time of such expiration, 

regardless of when such amount becomes payable, and (b) breach of thi s Agreement occurring 

prior to such expiration , regardless of when such breach is discovered. 

13.16. Survival of Covenants, Etc. The covenants, representations, and warranties in 

this Agreement shall survive the executio n of this Agreement and the consummation of the 

transactions contemplated hereunder. 

[Signature Page Follows] 

Whol e Bnnk 46 Millennium Bnnk, N .A. 


Version 6. 1 P- PURCHASE AND A SSUMPTION AGREEMENT Sterl i ng. Virgini a 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 

executed by their dul y authorized representatives as ofthe date first above written. 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

RECEIVER OF MILLENNIUM BANK, N.A. 

STERLING, VA 

BY= RogeI~r 0 . Johnson -----~~ Receiver-in-Charge 

FEDERAL DEPOSIT INSURANCE CORPORATION 


BY~ Ro --- r . -~Jo ,n ----------~ 

Attorney-in-Fact 

WASHINGTONFIRST BANK 

BY: 

Shaz

I'------

a L. Anderse

-~r n, 

Chief Executive Officer 

Attest: 

Who le Bonk 47 hllrn um Dank. N.i\ 


Versi on 6, 1P - P\IRCHASE AND ASSU\IU!ON AGBEENM Sterling. Virg1nia 

SCHEDULE 2.1(a) 

EXCLUDED DEPOSIT LIABILITY ACCOUNTS 

Accounts Excluded from P&A Transaction 

Millennium Bank, NA 


Sterling, VA 


NONE 

Whole Bnnk 48 Millennium Bnnk, N.A. 


Version 6. 1 P - PURCIIASE A Nil ASSUMPTION AGREEMENT Slerling, Virgi nia 

SCHEDULE 3.2 


PURCHASE PRICE OF ACQUIRED ASSETS 


(a) 	 cash and receivables from depository 

ins titutions, including cash items in the 

process of collection, plus 

interest thereo n: 

(b) 	 securities (excl usive of the capital stock of 

Acquired Subsidiaries and FHLB stock), 

plus interest thereon: 

(c) 	 federal funds sold and repurchase 

agreements, if any, including interest 

thereo n: 

(d) 	 Loans: 

(e) 	 credit card bus iness: 

(f) 	 safe deposit business, safekeeping business 

and trust business, if any: 

(g) 	 Failed Bank Records and other documents: 

(h) 	 Other Real Estate and Othe r Real Estate 

Subsidi aries: 

(i) 	 all repossessed collateral, such as boats, 

motor vehicl es, aircraft, trailers, and fire 

arms 

U) 	 capital stock of any A cquired Subsidiaries 

(other than Other Real Estate Subsidi aries) 

(subj ect to Section 3 .2(b): 

(k) 	 amounts owed to the Failed Bank by any 

Acquired Subsidiaries: 

(I) 	 assets securing Depos its of public money, 

to the extent not otherwi se purchased 

here under: 

(m) 	 overdrafts of customers: 

Whol e Bnnk 	 49 

Book Value 

As provided in Section 3.2(b) 

Book Value 

Book Value 

Book Value 

Book Value 

Book Value 

NA 

Book Value 

Book Value 

Book Value 

Book Value 

Book Value 

Millennium Bnnk, N .A. 

Version 6. 1 P- PURCHASE AND A SSUMPTION A GREEMENT 	 Sterl i ng. Virgini a 
(n) rights, if any, with res pect to Qualified 

Financial Contracts: 

(o) 	 rights of the Failed Bank to have loan 

servicing provided to th e Failed Bank by 

others and related contracts: 

(p) Personal Computers and Owned Data 

Management Equipment: 

(q) 	 Safe De posit Boxes 

Assets subject to an option to purchase: 

(a) 	 Bank Premises with a fixed price: 

All other Bank Premises 

(b) 	 F urniture and Equipment: 

(c) 	 Fixtures: 

(d) 	 Other Equipment: 

(e) 	 Specialty Assets 

As provided in Section 3.2(c) 

Book Value 

Fair Market Value 

Fair Market Value 

As set fo rth in th e Bid Form 

Fair Market Value 

Fair Market Value 

Fair Market Value 

Fair Market Value 

Fair Market Value 

Whol e Bnnk 50 Millennium Bnnk, N .A. 


Version 6. 1 P- PURCHASE AND A SSUMPTION AGREEMENT Sterling. Virgini a 

SCHEDULE 3.5(1) 


EXCLUDED SECURITIES 


As of November 29, 2013 

CUSIP I 

ASSET 

NAME/DESCRIPTION I BOOK VALUE 

Whol e Bnnk 51 Millennium Bnnk, N .A. 


Version 6. 1 P- PURCHASE AND A SSUMPTION AGREEMENT Sterl i ng. Virgini a 

SCHEDULE 3.5(m) 


EXCLUDED OTHER REAL ESTATE AND SUBSIDIARIES 


. OREO Assets (held in Bank owned Subsidiaries) including: 

Na me of Asset #of Land Bank Reserves 

Parcels Net Book Va. ue 

Total I I I $ 6 ,997,75o.oo 

All other Failed Bank owned subsidiaries (active or inactive). 

Whol e Bnnk 52 Millennium Bnnk, N.A. 


Version 6. 1 P- PURCHASE AND A SSUMPTION AGREEMENT Sterling, Virgini a 

SCHEDULE 4.1 (b) 


BANK PREMISES IN UNDERSERVED AREAS 


NONE 


Whole Bnnk 53 Millennium Bnnk, N.A. 


Version 6. 1 P - PURCIIASE A Nil ASSUMPTION AGREEMENT Slerling, Virgin ia 

SCHEDULE 6.3 


DATA RETENTION CATALOG 


Whol" IJ,,,I.. 54 Mdbi1HWII1 IJ,!1ll.. i':.A VQI",l(ln 6. J p- ~I lr']) ,.\,,-~I!'T!Otl t\"!lJ'E\Tl"'JJ ~tnlmr. Virfima 

 


 

Whole Bank 55 Millennium Bank, N.A.
 

Version 6.1P – PURCHASE AND 

ASSUMPTION AGREEMENT Sterling, Virginia
 
SCHEDULE7 


Accounts Excluded from Calculation of Deposit Franchise Bid Premium 


Millennium Bank, NA 


Sterling, VA 


The accounts identifi ed below will pass to the Assuming In stitution (unl ess otherwise noted). 

When calculating the premium to be paid on Assumed Deposits in a purchase and assumption 

u·ansaction, the FDIC will exclude the following categories of deposit accounts: 

Categm:r Description Amount 

l Non-DO Brokered Deposits $ 0 

II CDARS $ 0 

lll Market Place Deposits $ I. ,242,500 

Total De osits excluded rom calculation o de osit ?remium $1 242 500 

Category Description 

I. Brokered Deposits 

Brokered depos it accounts are accounts fo r wh ich the "de positor of record" is an agent, nominee 

or custodian who deposits 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-Depository 

Organizatio n (Non-DO) Brokered Deposits. This distinction is made by the FDIC to fac ili tate 

ou r ro le as Receiver and Ins urer. T hese terms will no t appear on other "brokered deposit" 

reports generated by Millennium Bank, NA. 

Non-DO Brokered Deposits pass to the Assumi ng Institution, 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 acco unts. This list will be updated post 

closing with balances as of the Bank Closing Date. 

If Millennium Bank, NA 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. 

Mill ennium Bank, NA did not participate in the C DARS program as of the date of the deposit 

download. If CDARS depos its are taken between the date of the deposit download and the Bank 

Closing Date, they will be iden tifi ed 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 56 Millennium Bnnk, N.A. 

V ersion 6. 1 P- PURCHASE AND ASSUMPTION AGREEMENT Sterl i ng. Virgini a 
Millennium Bank, NA does have QwickRate® deposits as identified above. Below please see 

"Schedule 7 QwickRate® Deposit Detail Report" for a listing of these accounts as of November 

29, 2013. This list will be updated post closin g with balan ces as of the Bank Closing Date. 

Thi s schedule provides account categories and balances as of the date of the deposit download, 

or as indicated. The deposit franchise bid premium will be calcula ted using account categories 

and bala nces as of the Bank Closing Date that are reflected in th e general ledger or subsystem as 

desc ribed above. The fin al numbers for Schedule 7 will be provided post closi ng. 

QwickRate Detail Report as of November 29, 2013: 

Millennium Bank, N.A . 

Qwick Rate Deposits 

Data Date: 11/ 29/ 2013 

Account 

No. 

Class 

Code 

Maturit:i 

Date 

Interest 

Rate 

Current 

Balance 

Total 1,242,500.00 

Whol e Bnnk 57 Millennium Bnnk, N .A. 


Version 6. 1 P- PURCHASE AND A SSUMPTION AGREEM ENT Sterl i ng. Virgini a 

EXHIBIT 2.3A 

FINAL LEGAL NOTICE 


Claiming Requirements for Deposits 


Under 12 U.S.C. 1822(e) 


[Date] 

[Name of Uncla imed Depositor] 

[Address of Unclaimed Depositor ] 

[Any town, USA] 

Subject: [XXXXX - Name of Ba nk 

City, State)- In Receivership 

Dear [Sir/Ma da m]: 

As you may know, o n [Da te: Closing Date], the [Name of Ba n k (" The Bank")] was 

cl osed and the Federal Deposit Insurance Corporation ("FDIC") transferred [The Ba nk's] accounts to 

[Name of Assuming Institu tion]. 

According to federal law under 12 U.S.C., 1822(e), on [Date: eighteen m onths 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 

th is category. 

This letter is your formal Legal Notice that you have until [Date: eigh teen months from 

the Closing Da te], to claim or arrange to continue your account(s) with [Name of Assuming 

Instit u tion ]. 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 

acco unt(s) at [Name of Assuming Institution] to be deemed claimed. ln 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 notify them that you wish to keep your account(s) 

active with the m. Please b e 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. [Na me of Assuming 

I nstit ution] address is: 

[123 Main S treet 


Anytown, USA] 


2. 	 Execute a new signature card on your account(s), enter into a new deposit agreement with [Nam e of 

Assuming Institution], change the ownership on your account(s), or renegotiate the terms of your 

certificate of deposit account(s) (if any). 

3. 	 Provide [Name of Assuming Institution] with a change o f 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 depos it credited to or an automatic withdrawal debited from a n account. 

Whol e Bnnk 	 58 Millennium Bnnk, N .A. 

Version 6. 1 P- PURCHASE AND A SSUMPTION AGREEMENT 	 Sterl i ng. Virgini a 
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) sati sfies 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 

bei ng 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 unclaimed property to the State i ndicated in 

your address in the Failed Institution's records. If your address is outside of the United States, the FDIC 

will deliver the deposits to the State in which the Fai led Instituti on had its main office. 12 U.S.C. 

§ 1822(e). If the State accepts custody of your deposits, you will have 10 years from the date of delivery 

to claim your deposits from the State. After 10 years you will be permanently barred from 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 receivership is termin ated, and a receivership may be terminated at any time, all of your rig hts in those 

deposits will be barred. 

If you have any ques tions or concerns about these items, please contact [Bank 

Employee] at [Name of Assuming Institution] by phone at [(XXX) XXX-XXXX]. 

Si ncerely, 

[Name of Claims Specialist] 

[Title] 

Whol e Bnnk 59 Millennium Bnnk, N.A. 


Version 6. 1 P- PURCHASE AND A SSUMPTION AGREEMENT Sterling. Virgini a 

EXHIBIT 2.3B 


AFFIDAVIT OF MAILING 

AFFJDAVIT OF MAILING 

State of 

COUNTY OF 

I am employed 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 i n the mail of the U nited 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 reflected on the books and records of the [Name of Failed Bank] as of the 

date offailure. 

[Name] 


[Title of Office] 


[Name of Assuming Institution] 


Subscribed and sworn to before me this ___ ,day of [Month, Year]. 

My commission expires: 

[Name], Notary Public 

Whol e Bnnk 60 M illennium Bnnk, N .A. 


Version 6. 1 P - PURCHASE AND A SSUMPTION AGREEMENT Sterling. V irgini a 

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 co ntracts, whether purchased or w ritten, on 

marketable securities, financial futures, foreign currencies, foreign exchange or foreign 

exchange futures contracts. 

Fo reig n Exchange Contracts - All contracts fo r future purchase or sale of foreign 

currencies, foreig n 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 adjustment 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 pre vailing 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 payme nt. 

(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 

compone nt tranches. 

Whol e Bnnk 61 Millennium Bnnk , N.A. 

Version 6. 1 P- PURCHASE AND A SSUMPTION AGREEMENT Sterling. Virgini a 
(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. 

Whole Bnnk 	 62 Millennium Bnnk. N.A. 

Version 6. 1 P- PURCHASE AND A SSUMPTION AGREEMENT 	 Sterl i ng. Virgini a 
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 Corporatio n, to which thi s Arrangement is 

attached. Capitali zed term s u sed and not otherwi se d in thi s Exhibit 4 .13 shall have the 

meanings assigned to such terms in the Agreement. 

(a) With respect to each asset or liab ility d esignated from time to time by the 

Receiver to be serviced by the Ass uming Institution pursuant to this Interim Asset Servicing 

Arrangement (the "Ar rangement"), including any assets or lia bilities sold or con veyed by the 

R eceiver to a ny party oth er than the Assuming Instituti on (any such party, a "Successor 

Owner") but with respect to which the Receive r has an obligation to service or provide servicing 

support (such assets and liabilities, the "Pool Assets"), fo r certain loan s (the "Loans") during the 

term of this Anangement th e Ass uming Institution shall service or provide servicing support to 

the Pool Assets as described in this Exhibit 4 .13. 

Tf the Assuming Ins titution is an approved or qu alified serv icer for any government 

sponsored entity (each, a "GSE") and if any of the Loan s 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 appro ved o r qu alified servicer fo r a GSE o r the Loans ar e not 

owned by a GSE, then the A ssuming Institution shall serv ice or pro vide 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 re turn insuffic ie nt fu nd s checks; 

(iii) pay (A) participatio n payments to participants in Loans, as and when 

received ; (B) tax and insurance bills, as they come due, out of any escrow funds maintained 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 ate ra l and acquired property, in each case, as a nd to the extent authorized and funded by 

the Receiver; 

(v) maintain in use all da ta processing equipment and systems and other 

systems of record on which a ny activity with respect to an y Pool Assets are, or prior to the Ba nk 

C losing D ate, were, recorded , and maintain all historical d ata 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 six ty (60) days prior to takin g any actio n), deconvert, remove, transfer o r 

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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) insufficient 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; 

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Version 6. 1 P- PURCHASE AND A SSUMPTION A GR EEMENT Sterl i ng. Virgini a 
(xiv) establish a custodial account for the Receiver and for each successor 

owner at the Assuming Institu tio n, 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 o wn funds and general assets; and 

(xv) no late r 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 

with 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 necessar y expenses incurred in connectio n with the performance of its duties 

p ursuant 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) The 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 a t an y time upon not less than sixty (60) days notice to the Assuming 

Institutio n witho ut 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) abo ve. 

(d) At any time during the te rm of this Arrangement, the Receiver may, upo n not less 

than thirty (30) days prior written notice to the Assuming Institution, remove o ne or mo re Pool 

Assets, and at the time of s uch removal the Assuming Institution's responsibility with respect 

thereto shall ter minate. 

(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) deliver 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 (including, without limitatio n, its 

contractors and persons to which any Pool Assets are conveyed). 

(f) At the request of the Receiver, the Assuming Institutio n shall petfo rm such 

transitional servi ces with regard to the Pool Assets as the Receiver may request. Trans itional 

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Version 6. 1 P- PURCHASE AND ASSUMPTION AGREEMENT Sterling, Virgini a 
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 transfened to or liabilities assumed by the Assuming Ins titution 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 . 

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