PURCHASE AND ASSUMPTION AGREEMENT 


ALL DEPOSITS 


AMONG 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


RECEIVER OF THE FREEDOM STATE BANK, 


FREEDOM, OKLAHOMA 


FEDERAL DEPOSIT INSURANCE CORPORATION 


AND 


ALVA STATE BANK & TRUST COMPANY 


DATED AS OF 


June 27, 2014 


Basic P&A Agreemem The Freedom State Bank 


Version 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom, OK 

ARTICLE I. GENERAL ................•...........•...........•.......! 


1.1 	 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 institution ......... 1 0 

2.2 	 I nterest on Deposit Liabi lities ................................. 12 


2.3 	 U nclaimed Deposits ................................. .. .......... ... 12 


2.4 	 Employee Plans ...................................................... I3 


ARTICLE HI.. PURCHASE OF ASSE TS ...................... 13 


3. 1 	 Assets Purchased by the Assuming Institution ....... 13 


3.2 	 Asset Pu rchase. Pri ce ............................................... l4 


3.3 	 Ma nner of Conveyance; Li mited Warranty; 

Nonrecourse; Etc ..................................................... IS 

3.4 	 Puts of Assets to t he. Receiver .............................. ... 16 


3.5 	 Assets Not Purchased by Assuming Institution........ 18 


3.6 	 Retenti on or Re purchase of Assets Essential to 


Receiver ...................................................... ............ 20 


3.7 	 Receiver's Offer to Sell Withheld Loa ns ................ 2 1 


ARTICLE IV. ASSUMPTION OF CERTAIN DUTIES 


AND OBLIGATIONS......................................................... 21 


4. 1 	 Cont inuatio n of Ba nking Business.......................... 2 1 


4.2 	 Credit Card Business ..............................................22 


4.3 	 Safe Deposit Business ...................................... .......22 


4.4 	 Safekeeping Bus iness .............................................22 


4 .5 	 Tr ust Business ..... ......................... .................... ....... 22 


4.6 	 Bank Premises ........................................................23 


4 .7 	 A greeme nt with Respect to Leased Data 


Manage ment Equipment ......................................... 27 


4.8 	 Certain Existing Agreeme nts .................................. 28 


4.9 	 Informa tional Tax Reporting ..................................29 


4. 1 0 I ns urance .................................................................29 


4 .I1 Office Space fo r Receiver and Corporation; Certain 


Payments .................................. ............ ................... 29 


4. 12 	 Continuatio n of Group Health P lan Coverage. for 


Former Employees of the Failed B a nk ............ ....... 30 


4. 13 	 Interim Asset Servici ng ..........................................32 


ARTICLE V. DUTIES WITH RESPECT TO 


DEPOSITORS OF THE FAILED BANK ........................ 32 


5.1 	 Paymenl of C hecks, Drafts, Orders and Deposits ...32 


5.2 	 Certain Agreements Related to Deposits .... .. .. .. ......32 


5.3 	 Notice to Depositors .................... .................... ....... 32 


ARTICLE VI. RECORDS ..............................................33 


6.I 	 Transfer of Records .. .. ............................................ 33 


6.2 	 Transfer o f Ass igned Records ......... ........................ 33 


Bas ic P&A A greemenl 


V ersion 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT 


PURCHASE AND ASSUMPTION AGREEMENT 


TABLE OF CONTENTS 


6.3 Preservation of Records .......................................... 34 


6.4 Access to Records; Copies .. ................................... 34 


6.5 Right of Receiver or Corporation to Audit.. ..... ...... 35 


ARTI CLE VII. BID; INITIAL PAYMENT ................... 35 


ARTI CLE VIII. ADJUSTMENTS .................................... 35 


8.1 	 Pro Forma Statcmcnt .. .. .. .. .. .. .. .. .... ........ .. .. .. .. ........ ... 35 


8.2 	 Correction ofErrors and Om issi·o ns; Other 


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


8.3 	 Pay me nts ................................................................. 36 


8.4 	 Interest.. .................................................................. 36 


8.5 	 Subsequent Adj us tments ......................................... 36 


ARTICLE IX. CONTINUING COOPERATION ........ 36 


9.1 General Matters ............................ .......................... 36 


9.2 Additional T itle Documents ...... ........................... .. 36 


9.3 Clai ms and Su its ..................................................... 37 


9.4 	 Pay ment of Deposits ................................. ............ .. 37 


9.5 	 Withheld Payments ................................................ 37 


9.6 	 Proceedings with Respect to Certa in Assets and 


Liabilities .................................................. ............ .. 38 


9.7 	 Information ............................................................. 38 


9.8 	 Tax Ruli ng ................................. ........................... .. 39 


ARTICLE X. CONDITION PRECEDENT ................. 39 


ARTICLE XI. REPRESENTATIONS AND 


WARRANTIES OF THE ASSUMING INSTITUTION. 39 


11 . 1 Corporate Existence and Authority ........................ 39 


11.2 Third Party Consent ............................................. .. 39 


I 1.3 Execution and E nforceab ility ................................. 39 


11.4 Co mpl ia nce with Law ......................... ................. .. 39 


ll.S i nsured or Guaranteed Loans ................................. 40 


I.1.6 Representatio ns Re mai n T rue ................................ 40 


11.7 No Reliance; Independe nt Advice .......................... 40 


ARTICLE XII INDEMNIFICATION ......•.................... 40 


I2. 1 Indemnification of lndemnitees.............................. 40 


12.2 Conditi ons Precedent to lndemn ificatio n ............... 43 


12.3 No Additio nal Warra nty ......................................... 44 


12.4 Indemni fication of Rece iver and! Corpo ration ........ 44 


12.5 Obligatio ns. Supple mental ...................................... 45 


12.6 Criminal Claims ..................................................... 45 


12. 7 Limited G uaranty of the Corporation ..................... 45 


12.8 Subrogation .......... .. .. ........................ ...................... 45 


ARTICLE XIII. MISCELLANEOUS............................... 46 


13. 1 Expenses................................................................. 46 


13.2 Waiver of Jury T rial.............................................. ..46 


13.3 Consent; Determination or D iscretion .................... 46 


13.4 Rights Cumulative......................................... ........... 46 


The Freedom State Ba nk 

Freedom, OK 
13.5 References .............. ................................................ 46 13. 11 Modification ........................................................... 48 


13.6 Notice...................................................................... 46 13. 12 Manner of Payment ................................................ 48 


13.7 Entire Agreement .................................................... 47 13.13 Waiver .................. ........................ .... ...................... 48 


13.8 Counterparts ............................................................ 47 13. 14 Severability .................................. .......................... 49 


13.9 Governing Law ...................................................... .48 13. 15 Te rm of Agreement ................................................ 49 


13.10 Successors ........................ ....................................... 48 13.16 Survival of Covenants, Etc ..................................... 49 


SCHEDULES 

Page 


Excluded Deposit Liability Accou nts ..... .......................... .. ........ .. .. .......... .... .. ...... Schedule 2.l(a) 51 


Acqu ired Subsidiaries ...................................... ..................................................... Schedul e 3.1 (h) 52 


Acquired Assets in Optional Loan Pools .................................... ............. .... ....... . .Schedule 3. l (n) 53 


Other Real Estate ................................................................................................. Schedule 3.1 ( o) 67 


Purc hase. Pri ce of Acquired Assets ............................................................................ Schedul e 3.2 68 


Excluded Securities ...................... ........................................................................ Schedule 3.5(1) 70 


Bank Premises. in U nderserved A reas ...................................................................Schedule. 4.1 (b) 71 


Data Rete ntion Catalog................. .. .......................................................................... Schedule 6.3 72 


Accounts Excluded from Calculatio n of Deposit Franchi se Bid Premium................. Schedule. 7 75 


EXHffiiTS 

Page 


Final Legal Notice .................................................................................................... Exhibit 2.3A 76 


Affid av it of Mailing ................................................................................................. Ex hibit 2.3B 78 


Valuation of Certain Qualified Financial Contracts ................................................ Exhibit 3.2(c) 79 


Interim A sset Servicing Arrangem ent.. ..................................................................... Exhibit 4.13 81 


Basic P&A Agreeme nt ll The Freedom State Bank 


Ve rsion 6.2 P - PURCHASE ANI> ASSUMPTION AGREEMENT Fr~cdom. O K 

PURCHASE AND ASSUMPTION AGREEMENT 


ALL DEPOSITS 

THIS AGREEMENT, made and ente red into as of the 27th day of June, 20 14, by and 

among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of THE 

FREEDOM STATE BANK, FREEDOM, OKLAHOMA (the "Receiver"), ALVA STATE 

BANK & TRUST COMPANY, organized under the laws. of the State of Oklahaoma, a nd 

having its principal place of business in ALVA, OKLAHOMA (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 capac ity (the. "Corporation"). 

RECITALS 

A. On the Bank Closing Date, the Chartering Authority closed THE FREEDOM STATE 

BANK (the "Failed Bank") purs uant to applicable law and the Corporation was appointed 

R eceiver thereof.. 

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

and other li abilities of the Failed Bank on the terms and conditi ons. set fo rth in thi s. Agreement. 

C. Pursuant to 12 U.S.C. § 1823(c)(2)(A), the Corporatio n may provide assista nce to the 

Assuming Institution to facili tate the. transactions contemplated by thi s Agreement, which 

assistance may include indemnification pursuant to Article. XII. 

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

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

Agreement. 

E. The Board has determined pursuant to 12 U.S.C. § 1823(c)(4)(A) that s uch assistan ce is 

necessary to meet the obligatio n of th e Corporation to p rovide insurance coverage fo r the insured 

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

methods for meeting such obligation. 

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

valuab le co nsideration, the p arti es hereto agree as follows: 

AGREEMENT 

ARTICLE I. GENERAL. 

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

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

certain assets and assumes certain lia bilities of the Failed Bank. 

1.2. [Reserved.) 

Bas ic P&A Agreemem The Freedom State Bank 


Version 6 .2 1' - PVRCIIASI;AND ASS\IMI'I'ION AGREEMENT Freedom. OK 

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

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

singular include the plural and vice versa. 

"Accounting Records" means the general ledger and sub sidiary ledgers and supporting 

schedules which support the general ledger balances. 

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

Agreement. Assets owned by Subsidiaries of the Failed B ank are not "Acquired Assets" within 

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

"Acquired Subsidiary" or "Acquired Subsidiaries" means one or more, as app licable, 

Subsidiaries of the Failed Bank acquired pursuant to Section 3 .1. 

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

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

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

"affili ate" is defi ned in § 2(k) of th e Ba nk Hold ing Company Act of 1956, as amended, 

12 u.s.c. § 1841. 

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

Assumi ng Institution, the Corporation and the Receiver , as amended or otherwise modified from 

time to time. 

"Assumed Deposits" means Deposits. 

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

"Bank Closing Date" means the cl ose of business of the Failed Bank on the date on 

which the Chartering Authority closed such institution. 

"Bank Premises" means the ba nking buildings, dri ve-in banking facilities, teller 

fac ilities (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 a ny adjacent parking, that are owned or leased by the Failed Bank and th at have 

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

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

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

the date selected by the Assuming Institution to surrender such B ank Premises to th e Receiver, 

which date shall be no later th an the f irst day after th e Receiver is satisfied th at 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 Date. 

"Bid Amount" has the meaning set fo rth in Articl e Vll. 

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

Institution. 

Bas ic P&A A greemenl 2 The Freedom State Bank 

Versio n 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. OK 
"Bid Valuation Date" means March. 28, 2014. 

"Board" has the mea ning set fo rth in Recital D. 

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

dollar amount thereof stated on the Failed Bank Records. The Book Value of any item 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 voluntary or involuntary .. The Book Value of an Acquired 

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

"bank only" (unconsolidated ) balance sheet of the Failed Bank based on the Equ ity M ethod of 

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

Assumed shall include all accrued and unpaid interest thereon as of the Bank Closing Date, and 

(ii) the Book Value of a Loan shall reflect adjustments f or 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 

C losing 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 adjustments for Failed Bank Advances, if any, in each case as determined for financial 

reporting purposes. The Book Value of an Acquired Asset shall 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 natio nal bank, a Federal savings 

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

bank or savings institution c hartered 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 Corp oration in accordance with 12 U.S.C. § 1821(c)(4), with regard to self-appo intment, or 

(iv) the appropriate Federal banking agency in accordance with 12 U.S.C. § 1821 (c)(9). 

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

reflected on the Failed Bank Records to make an extension of credit (or additional advances with 

respect to a Loan) that was legally binding on the Failed Bank 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 meaning set forth in the introduction to thi s Agreement. 

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

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

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

security for, a Loan, including without limitatio n notes, bonds, loan agreements, letter of credit 

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

agreements, currency exchange agreements, repurchase agreements, reverse repurchase 

agreements, guarantees, deeds of trust, mortgages, assig nments, security agreements, pledges, 

Bas ic P&A Agreemenl 3 The Freedom State Bank 

Versio n 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. OK 
subordi natio n or pnonty agreeme nts,. li e n pnonty agreements,. undertakings, security 

instruments, certi ficates, documents , legal opini ons, participation agreements a nd intercreditor 

agreements, and all amendments, modifications, renewals, extensions, rearrangements, and 

substitutions w ith respect to a ny of the foregoing. 

"Credit File" means all Credit Documents and all other credit, collatera l or insurance 

documents in the possession or custody of the Ass uming Institution, or any of its Subs idi aries 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), includ ing without 

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

included in the depositors' balances and credited on the Failed Bank Records; provide d th at the 

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

disc retion of the Receiver or the Corporation, (i) may be required to satisfy it for any liq uidated 

or contingent liability of any depositor arising from a n unauthori zed or un lawful tran saction, or 

(ii) may be needed to provide payment of any liability of any depositor to the Failed B ank or the 

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

whe ther or not the amoun t of the. liability is or can be determined as of th e Ba nk Closing Date. 

"Deposit Secured Loan" means a loan in which the only collateral securing the loan is 

Assumed Deposits or de posits at other insured depository institutions. 

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

mail (whether o n an exchan ge or other similar system), any data on personal computers and any 

data on server hard drives. 

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

"Eligible Overdraft" means an overdraft th at (1) was in ex istence on the Bank Clos ing 

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

protection plan or similar extension of credit. 

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

subsidiary is originally recorded at cost but is adjusted periodically to record as income the 

bank's proportionate share of the subsidi ary's earnings or losses and decreased by the amoun t of 

cash divide nds or si mil ar dis tributions received from the subsidiary. Acquired Subsidiaries with 

negative equity wi ll be restated to $ 1 pursuant to the Equity M ethod of Accounting. 

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

"Failed Bank" has the meaning set forth in Recital A. 

"Failed Bank Advances" means the total sum s p aid by th e Failed Bank to (i) protect its 

lien pos ition, (ii) pay ad valorem taxes and hazard insurance and (iii) pay premiums fo r credit 

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

"Failed. Bank Assessment Area" means the most recent Co mmunity Reinves tment Act 

("C RA") assess ment area of the Fai led Bank reflected in the Inform ation Package. 

Bas ic P&A A greemenl 4 The Freedom State Bank 

Versio n 6.21' - PVRCIIASEAND ASS\IMI'I"ION AGREEMENT Freedom. O K 
"Failed Bank Records" means records as definedin 12 C.F.R. § 360.ll(a)(3). 

"Fair Market Value" means: 

(a) "Market Value" as defined in the regulation prescr ibin g the standards for real. 

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

shall mean the most probable price which a property sho uld bring in a competiti ve and open 

market under all conditions requisite to a fair sale, the buyer and seller each actin g prudently and 

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

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 motivated; 

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

consider their own best interests; 

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

(iv) Payment is made in terms of cas h in U.S . dollars or in terms of financial 

arrangements comparable thereto; and 

(v) T he price represents the normal consideration for the property sold 

unaffected by s pecial or creative financing or sales concessions granted by anyone 

associated with the sale; 

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

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

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

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

Closing Date by an appraiser selected by the Receiver within 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 Clos ing Date; or 

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

utili zing this valuation method, the price therefor as established by the Receiver, as determ ined 

in accordance with clause (a) above. 

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

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

"Fixtures" mean s those leasehold improvements, additions, alteration s and installations 

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

machines that are affixed to a Bank Premises and may be not removed without causing structural 

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

the ex pense of the Failed B ank, regardless of the ho lde r of legal title thereto as of the Bank 

Closing Date. 

Basic P&A A greemenl 5 The Freedom State Bank 

V ers io n 6 .2 1' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. O K 
"Furniture and Equipment" means. the furniture and equipment (other than Safe 

Depos it Boxes, Personal Computers, Owned Data Management Equipment, Specialty A ssets and 

motor vehicles), leased or owned by the Failed Bank and r eflected on the Failed Bank R ecords as 

of the Bank Closing Date and located on or at Bank Premises, including without limitation 

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

machinery, shelving, office supplies, telepho ne, s urveillance and security systems, ancillary 

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

Bank Premises are excluded from thi s definition . 

"GSE" means a government spo nsored enterprise. 

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

Institutio n, (ii) the Subsidiaries and Affiliates of the Assuming In stitution other than any 

Subsidiaries or Affiliates of the Failed Bank that are or become Subsidiaries or Affili ates of the 

Assuming Institution and (i ii) the directo rs,. officers, employees and agents. of the Assuming 

Institutio n and its Subs idiar ies and Affiliates who are not also present or former directors, 

officers, employees or agents of the Failed Bank or of any Subsidiary or Affiliate of the Failed 

Bank. 

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

with respect to the Failed Bank, including any amendme nts or supplements thereto, provided to 

the Assuming Institution by the Corporatio n on the web site. used by th e Corporation to market 

the Failed Bank to potential acquirers. 

"Initial Payment" means the payment made pursuant to Articl e VII (based on the best 

information available as of the Bank Closing Date), the amount of which shall be eithe r (i) if the 

Bid Amount is positi ve, the aggregate Book Value of th e Li abilities Assumed minus the sum of 

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

Estate, Other Real Estate Subsidiaries, and Optional Loan Pools 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 B id 

Amount minus the aggregate purc hase price of the Acquired Assets (including any Bank 

Premises, Other Real Estate. Other Real Estate Subsidiari es, and Optional Loan Pools purchased 

via the Bid Form). The Initial Payment shall be payable by the Corporation to the Assuming 

Institutio n if (i) the Li abilities Assum ed are. greater than. the sum of th e 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 P ayme nt s hall be. payable. by the. Assuming Institution to the. Corporation if (i) 

the. Li abilities Assumed are less th an th e sum of the positive. Bid Amount and the aggregate 

purchase price of the Acquired Assets, or if (ii) the s um of the Liabilities Assumed and the 

negative Bid Amount is less than the aggregate purchase price of the Acquired Assets. Such 

Initi al Payme nt shall be subject to adjustment as provided in Article VIII. 

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

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

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

DVDs, C Os, flash dri ves, te lecommunications a nd check processing equipment and any other 

Bas ic P&A A greemenl 6 The Fre e do m State Bank 

Versio n 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedo m. O K 
electronic. storage. media leased by the Failed Bank at Bank Closing Date 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 legally owed by an Obligor with 

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

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

"Liabilities Assumed" has the meaning provided in Section 2. 1. 

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

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

conditional sale agreement or capital lease or o ther title retention agreement relating to such 

Acquired Asset. 

"Loan" or "Loans" means, individually o r collectively, all of the following 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 prior to and including the Bid Valuation Date), participation 

agreements, interests in participations, overdrafts of customers (incl uding but not limited 

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

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

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

lease financing contracts; 

(b) all Liens, rights (including rights of set-oft), remedies, powers, privileges, 

demands, clai ms, priorities, equities. and benefits. owned or held by,. or accruing or to 

accrue to or for the benefit of, the holder of the obligations or instruments referred to in 

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

Documents, casualty insurance policies and binders, standby letters of credit, mortgagee 

title insurance policies and binders, payment bonds and performance bonds at any time 

and from time to time existing w ith respect to any of the obligations or instruments 

referred to in clause (a) above; and 

(c) all amendments, modifications, renewals, extensions, refinancings and 

refundings of or for. a ny of the foregoing. 

"New Loan" means a Loan made by the Failed Bank after the Bid Valuation Date that is 

not a conti nuation, amendment, modification, renewal,. extension,. refinancing, restructuring or 

refunding of or for any then-existing Loan. 

"Obligor" means each Person liable for the fu ll. or parti al payment or performance.of any 

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

severally. 

"Optional Loan Pool" means a grouping of various assets owned by the Failed Bank 

and offered to the Assuming Institution, as referenced in the Bid Form and described in the 

Information Package. Any continuation,. amendment,. modification, renewal, extension, 

refinancing, restructuring or refundin g of or for any asset that was part of an Optional Loan Pool 

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will remain part of that Optional Loan Pool. No asset may be moved between Optional Loan 

Pools. An asset that had been collateral securing a Loan that is part of an Optional Loan Pool 

remains part of that Optional Loan Pool. A ny name of, or designation for, any Optional Loan 

Pool is for convenient reference and may not reflect the quality or nature of the assets that are 

part of that Optional Loan Pool. 

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

Fixtures), including but not limited to mineral 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 Valuatio n Date. 

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

any. 

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

computer software, computer networking equipment, printers, fax machines, copiers, document 

scanners, data tape systems, data tapes, DVDs, COs, flash drives, telecommunications and check 

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

Closing Date. wh ich is, was, or could have been used by the Failed Bank in connection with data 

management activities. 

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

"Person" means any individual, corporation, partnership, joint venture, associatiOn, 

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

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

excluding the. Corporatio n. 

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

designed to be used by one person at a time and which usually store informational data on that 

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

keyboard, mouse, etc.). A personal computer can be found in vario us 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 payments (including 

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

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

directors and officers liabiLity policy or any Person i ssuing a financial institution bond or 

banker' s blanket bond. 

"Pro Forma" means a balance sheet that reflects a reasonably accurate financial 

statement of the Failed Bank through the. Bank Closing Date. and serves as a basis for the 

opening entries of both the Assuming Institution and the Receiver. 

"Proprietary Software" means computer software developed for and own ed by the 

Failed Bank for its own purpose and use. 

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

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V ers io n 6 .2 1' - PVRCIIASEAND ASS\IMI' I'ION AGREEMENT Fr eedo m. O K 

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

"Qualified Beneficiaries" has th e meanin g set forth in Section 4.12. 

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

U.S.C. § 182l(e)(8)(D). 

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

"Related Liability" with respect to any Acquired Asset means any liability existin g and 

reflected o n the Failed Bank Records as of th e Bank Closi ng Date for (i) indebtedness secured by 

mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affectin g such 

Acquired Asset, (ii) ad valorem taxes applicable to such 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 Liability on the books of the 

Assu ming Institution, means the amou nt of such Related Liability as stated on th e Failed Bank 

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

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

determined. With respect to a liabi lity that relates to more th an o ne Acquired Asset, the amount 

of such Related Liability shall be allocated among suc h Acqu ired Assets for the purpose of 

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

Such allocation shall be made by specific allocation, where determin able, 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 owns such Acquired Asset. 

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

Value of the Acquired Asset at the Bank Closing Da te and either subtracting th e pro rata 

Acquired Asset discount or adding the pro rata Acquired Asset premium, and subsequently 

adjusting th at amount (i) for any advances and interest on such Acquired Asset after the Bank 

Closing Date, (ii) by s ubtracting the total amount received by the Ass uming fnstitutio n for such 

Acquired Asset after the Bank C los ing 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 

(x) Deposit Secured Loans and Eligible Overdrafts put back to the Receiver purs uant to Section 

3.4 or (y) Acqu ired Assets sold pursuant to Section 3.7 and repurchased by the Receiver p ursuant 

to Section 3.6, the Repurchase Pri ce shall not take into account the pro rata Acquired Asset 

discount or premium. The Re purchase Price for Eligible O verdrafts shall include adjustments for 

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

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

the removable safe deposit boxes and safe deposit stacks in the Failed 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 immediately prior to the day which is 

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

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

disc retio n, may extend the Settlement Date. 

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"Settlement Interest R a te" means, for the first calendar quarter or portion thereof duri ng 

which interest accrues, the rate determined by the Receiver to be equal to the investment rate on 

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

United States Treasury on the TreasuryDirect.gov website; provided, that if no such Investment 

Rate is published the week of the Bank Closing Date, the investment rate for such Treasury Bills 

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

Closing Date shall be used. Thereafter, the rate s hall 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 first day of 

each succeeding calendar quarter d uring which interest accrues as p ublished by the United States 

Treasury on the TreasuryDir ect.gov website. 

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

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

Bank Closi ng Date and located on or at Bank Premises, including without li mitation f ine art and 

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

boats; jewelry; collectible firearms; cultural artifacts; sculptures; Proprietary Software; and any 

other items that typically ca111not 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(£). 

"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 M iddle-Income Non-Metropolitan Distressed or 

U nderserved Geographies as published by the Federal Financial Institutions Examination 

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

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

ARTICLE II. ASSUMPTION OF LIABILITIES. 

2.1. Liabilities Assumed by Assuming Institution. The Assuming Institution 

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

pay, perform and discharge, all of the following liabilities of the Failed Bank as of the Bank 

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

"Liabilities Assumed"): 

(a) Assumed Deposits, except those Deposits specifically listed o n 

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 which, prior to the Bank Closing Date, were pledged as security by the Failed Bank, 

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

insuffic ient to properly secure such Deposits; 

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

Accounting Records of the Failed Bank on the Bank C los ing Date, and secured by any perfected 

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Lie n 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) o f the Acquired Assets securing such liability and (y) is not subject to adjustment 

pursuant to Article VIII; 

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

Banks and Federal Home Loan Banks, if any, whether cmTentl y owed, or conditio nal or not yet 

matured, including but not limited to , if applicable, (i) advances, including principal, interest, 

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

obligations; (iii) acquired me mber assets programs, including representations, 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 assumption of any 

liability pursuant to this Section 2.1 (c) shall be limited to the market value of the assets securing 

such liabilit as determined b the Receiver· and shall exclude the account balance of 

an over ra ts, e tt a ances, servtce c arges, rec amat10ns an a JUStments to accounts wtt 

the Federal Reserve Banks as reflected o n 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 through the Bank Closing Date), whether or 

not refl ected on the Failed Bank Records, applicable to any Acquired Asset; p rovided, that the 

assumption of any ad valorem taxes purs uant to this Sectio n 2. l(d) shall be limited to an amo unt 

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

Receiver; 

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

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

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

assumption of any liability pursuant to this Sectio n 2.1 (e) shall be limited to the market value of 

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

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

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

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

of the Acquired Assets securing s uch liability as determined by the Receiver; 

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

§ 337.2(a) issued by the Failed Bank in connection with an Acquired Asset, but excluding any 

other standby letters of credit; . 

(i) duties and obligations assumed pursuant to this Agreement including 

without limitation those relating to the Failed Bank Records, credit card business, debit card 

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

safekeeping business and trust business, if any; 

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(j) liabilities, if any, for Commitments with respect to Loans that are 

purchased pursuant to this Agreement; 

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

(I) liabilities, if any, with respect to QuaLified Financial Contracts; 

(m) duti es and obligations under any co ntract pursuant to which the Failed 

Bank provides loan servi cing for others, or any contract pursuant to wh ich loan servi cing is 

provided to the Failed Bank by others, including (i) a ny seller obligations, sell er origination and 

repurchase obligations, and (ii) any GSE seller or servicer obligations, provided that, if the 

Assuming Institution is not an approved GSE servicer, or does not intend or is unable to become 

an approved GSE servicer, the Assumjng Institution wi ll cooperate with the Receiver and the 

GSE to effect the transfer of any such servicing obligations to a GSE-approved serv icer; and 

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

Failed Bank as of the Bank C losing D ate attributable. to any bu s iness assu med p ursuant to 

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

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

direct costs of leases. 

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

after the Ba nk Closing Date, it wi ll accrue and pay interest on Assumed Deposits pursuant to 

Section 2. 1 at a rate(s) it shall determine; provided, that for no n-transaction De pos it liabilities 

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

deposi tors for non-transaction deposit accounts. The Assuming Institution shall permit each 

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

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

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

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

other party, any withdrawal thereof shall be subject to th e terms of the agreement governin g such 

pledge. The Assuming Institution shall give noti ce to s uch depositors as provided in Section 

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

2.3. Unclaimed Deposits. 

(a) Final Legal Notice. Fifteen (15) months following the Bank C losing Date, 

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

type of account, not claimed by the depos itor. The Receiver will review the li st a nd authorize 

the Assuming Institution to act on behalf of the Receiver to send a Final Legal Notice in a form 

substantially similar to Exhibit 2.3A (the "Final Legal Notice") to the owner(s) of the unclaimed 

de posits re mind ing them of the need to claim or arrange to contin ue their account(s) with the 

Assuming Institution. The Assuming In stitution will send the Final Legal Notice to the 

depositors within thirty (30) days following notification of the Receiver's authorization. The 

Assuming Institutio n wi ll prepare an Affidavit of Mailing in a form substantially sim ilar 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 acco unts. 

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

C losing Date, any deposito r of the Failed Bank does not claim or arrange to continue such 

de positor's Assumed Deposits at the Assu ming Institution, the Assuming Institution shall, within 

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

R eceiver the full amount of each such Deposit (without reduction for service charges), (ii) 

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

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

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

transferred to the Assuming Institution and other records generated or 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 provide to the Receiver 

schedules of unclaimed Deposits in s uch form as may be prescribed by the Receiver. 

2.4. Employee Pla ns. Except as provided in Section 4.12, the Assuming Institution 

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

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

similar plans,. if any, u nless the Receiver and the. Assuming Institution agree otherwise. 

subsequent to the date of this. Agreement. 

ARTICLE III. P URCHASE OF ASSETS. 

3.1. Assets Purchased by Assuming Institution. Subject to Sections 3.5. a nd 3.6,. 

the Assuming Institution he reby purchases from the Receiver, and the Receiver he reby sells, 

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

of the Receiver in and to all of the follow ing: 

(a) cash and receivables fro m depository institutions (i ncluding Federal 

Reserve Banks and Federal H ome Loan Banks), including cash items in the process of collection, 

plus any accrued interest thereon computed to and includi ng Bank Closing Date; 

(b) securities (other than the capital stock of Subsidiaries of the Failed Bank 

and those securities refen ed to in Section 3.5(1), if an y), plus any accrued interest thereon 

computed to and including B ank Closing Date; 

balance of 

L--------'' if any, including any accrued interest thereon computed to and including Bank 

Closing Date; 

(d) Owned Data Management Equipment and Personal Computers; 

(e) Deposit Secured Loans, if any (including any such Deposit Secured Loan 

that the Fai led Bank charged-off in whole o r in part during the period fro m the date after the Bid. 

Valuation Date and up to and including Bank Closing Date); 

(f) any credit card business (including all outstanding extensions of credit), 

Safe Deposit Boxes and related business, safekeeping business and trust business, subject to 

Section 4.2, 4.3, 4.4 or 4.5, r espectively; 

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Version 6.21'- PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. O K 
(g) Failed Bank Records and other documents as provided in Section 6.1 ; 

(h) reserved; 

(i) amounts owed to the Failed Bank by any Acquired Subsidiary; 

U) assets securing Deposits of publi c money, to th e extent not otherwise 

purchased hereunder; 

(k) overdrafts of customers (includin g but not limited to overdrafts made 

pursuant to an overdraft protection plan or similar exte nsions of credit in con nectio n with a 

deposit account); 

(I) rights, if any, with respect to Qualified Financial Contracts; 

(m) rights of the. Failed Bank to provide loan servicing for others and to. have 

loan servicing provided to the Failed Bank by others and related contracts; 

(n) the Loans and other assets in the Optio nal Loan Pools listed o n Sched ule 3. 1 (n); 

(o) reserved; and 

(p) any asset that was fully charged-off by the Failed Bank prior to the Bid 

Valuation Date (including any subsequent judgments arising therefrom) that was secured by 

collateral that was (i) foreclosed upon by the Failed Bank and (ii) is an Acquired Asset. 

The Assuming Institution purchases all Acquired Assets s ubject to all liabilities for indebtedness 

collateralized b y Liens affecting such Acquired Assets to the exte 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 subject to an option to purchase by the Assuming Institutio n shall be p urchased 

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

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

for which no purchase price is specified on Schedule 3.2 or otherwise herein shall be purchased 

at its Book Value . The purchase price for Acquired S ubsidiaries shall be adjusted pursuant to 

Section 4.6(i)(iv), if applicable. 

(b) Purchase Price for Securities. The purchase price for any security (other 

than the capital stock of any Acquired Subsidiary a nd Federal Home Loan Bank stock) 

purchased under Section 3.1 by the Assuming Institution shall consist of the marke t price (as 

defined below) of the security as of the Bank Closing Da te, multiplied by the bank's ownership 

interest in the security (see Calculation of Purchase Price below) and shall include accrued 

interest, where applicable, as noted below. 

(i) Definiti on of Market Price: The mar ket price for any security shall 

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

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

the d iscretion of the Receiver, by TDC/Financ ial Times (FT) Interactive Data; (ii) 

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

ins titution will submit a written purchase price bid for such security within three days of 

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

Assuming Institution and the Receiver) and the Receiver, in its sole and absolute 

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

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

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

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

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

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

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

security will be 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 a mount, as 

applicable (in the case of non-equity securities). 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 security: (i) the 

purchase price for an equity security shall be calculated by multiplying the number 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 amount equal to the applicable market price 

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

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

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

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

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

calculating the purch ase price, is not for the pe riod in which the Bank Closing Date 

occurs, then the purchase price for that security s hall be subject to adj ustment postclosing based on a "cancel and correct" procedure. Under this procedure, after such 

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

utilizi ng the current factor and related interest rate, and will notify the Assuming 

Institution of any difference and ofthe applicable amount due from one party to the other. 

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

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

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

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

recent par value (or n otational amount,. as. applicable) of that security, multiplied by the 

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

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

(c) Purchase Price for Qualified Financial Contracts. Qualified Financial 

Contracts, if any, shall be purchased at market value determined in accordance. with the terms of 

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

and the Assuming Ins titution . 

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 

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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 Days or 40 D ays After the Bank Closing Date. 

(i) During the thirty (30)-day p eriod following the Bank Closing Date 

(which thirty (30)-day period may be extended in w riting in the sole and absolute 

discretion of the Receiver for any Loan), in accordance with this Section 3.4, the 

Assuming Institution may require the Receiver to purchase any Deposit Secured Loan 

transferred to the Assuming Institution pursuant to Section 3.1. which is. not fu lly secured. 

by Assumed D eposits or deposits at othe r insured depository institutions due to eithe r 

insufficient Assumed Deposit or deposit collateral or deficient documentation regarding 

such collateral; provided that, the Assuming Institution may not require the purchase of a 

Deposit Secured Loa n that is. secured by an Assumed Deposit until any Deposit setoff 

determination, whether voluntary or involuntary, h as been made. 

(ii) During the forty (40)-day period followin g the Bank Closing Date, 

the Assuming Institution may require the R eceiver to purchase, any Eligible Overdraft 

transferred to the Assuming Institution pursuant to Sectio n 3 .1 which ex isted on the 

thirtieth (30th) day fo llowing the Bank Closing Da te. 

(iii) Notwithstanding the foregoing, the Assuming Institution may not 

require the Receiver to purchase any Loa n pursua nt to Section 3.4(a) if (x) the Obligor 

with respect to such Loan is an Acquired Subsidiary or (y) the Assuming Institution has: 

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

Commitment or otherwise with respect to such Loan; 

(B) take n any action that caused an increase in the amount of a 

Related Liability with respect to such Loan ; 

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

which secures indebtedness for money borrowed or which constitutes a 

conditional sales agreement, capital lease or other title retention agree me nt; 

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

granted or permitted any modification or a mendment 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 or omission 

which diminished such collateral ; or 

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

a third party (whether with or without reco urse). 

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

Closing Date to and including the Business Day immediately preceding the Settlement Date, the 

Assumi ng In stitution may require the Receiver to purchase any Acquired Asset which the 

Assu ming Institution can establish is evidenced by forged or stolen instruments as of the Bank 

Closing Date; provided that the Assuming Institution may not require the Receiver to purchase 

any Acquired Asset with res pect to which the Assuming Institution has taken any action referred 

to in Sectio n 3.4(a)(iii) with respect to such Acquired Asset. The Assuming 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 

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

(c) Notices to the Receiver. If the Ass uming Instituti on elects to require the 

Receiver to pu rchase one o r more Acquired Assets pursuant to this Section 3.4, the Assuming 

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

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

the Receiver to purchase; 

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

identified in the Put Notice; and 

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

Asset identified in the Put Notice as of the applicable Put Date (defined below). 

The Put Notice shall be in the form prescribed by the Receiver or such othe r form to 

which the Receiver has consented. As provided in Section 9.6, the Ass uming Institution shall 

deliver to the Receiver all documents, Credit Files and additi onal information relating to the 

subject matter of the Put Notice as the Receiver may request and shall provide th e Receiver with 

full access to all other relevant books and records. 

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

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

Acquired Assets. The transfer of such Acquired Assets and Related Liabilities shall be effective 

as of a date determined by the Receiver , which date shall not be later than thirty (30) days after 

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

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

the Receiver pursuant to this Section 3.4 shall be pu rch ased at a price eq ual to the R epurchase 

Price of such Acquired Asset minus the Related Liability Amount applicable to such Acquired 

Asset, in each case determined as of the applicable P ut Date. If the difference between the 

Repurchase Price and the Related Liability Amount is positi ve, th en the Receiver shall pay to 

the Ass uming Institution the amount of the di fference; if the difference between s uc h amo unts 

is negative, then the Assuming Instituti on shall pay to the Receiver the amount of the 

difference. The. Ass uming I nstitution or the Receiver, as the case may be, shall pay the amount 

determined pursuan t to this Section 3.4 not later than the twentieth (20th) Bus iness Day 

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

Basic P&A A greemenl 17 The Freedom State Ba nk 

Versio n 6.21' - PVRCIIASEAND ASS\IMI'I"ION AGREEMENT Freedom. O K 
Interest Rate for the period from and including such Put Date to and including the. day 

preceding the date on which payment is made. 

(f) Servicing. The Assuming Institution shall administer and manage any 

Acquired Asset subject to. purchase by the Receiver .in accordance with usual and prudent 

banking standmds and business practices until the. Receiver purchases. such Acquired Asset. 

(g) Reversals. If the Receiver purchases an Acquired Asset (and assumes the 

Related Liability) that it is not required to purchase pursuant to this Section 3.4, the Assuming 

Institution shall repurchase. such Acquired Asset (and assume such Related Liability) from the 

Receiver at a price computed so as to achi eve the same economic result as would apply if the 

Receiver had never purchased such Acquired Asset pursuant to this Section 3.4. 

(h) Transfer to Receiver without Recourse. The Assuming Institution shall 

transfer any Acquired Asset pursuant to this Section 3.4 to the Receiver wi thout 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, as provided in 

Section 12.4. 

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

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

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

(a) any financial institution bonds, banker's blanket bonds, or public liability, 

fire, extended coverage insurance policy, bank owned life insurance or any other insurance 

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

any proceeds payable with respect to any of the. foregoing; 

(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 ptior to the Bank Closing Date arising out of 

any act or omission of such Person in such capacity, (ii) any underwriter of financial institution 

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

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

inaction may be related to any loss (exclusive of any loss resulting from such Person 's failure to 

pay on a Loan made by the Fai led Bank) incurred by the 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 Bank Closing Date, regardless of when any such claim is discovered 

and regardless of whether any such claim is made with respect to a financial institution bond, 

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

Closing Date; 

(c) prepaid regulatory assess ments of the Failed Bank, if any; 

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

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

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

payment of taxes; 

Bas ic P&A Agreemenl 18 The Freedom State Bank 

Versio n 6.21' - PVRCIIASEAND ASS\IMI' I'ION AGREEMENT Freedo m. O K 
(e) amounts reflected on the Failed Bank Records as of the Bank Closin g Date 

as a general or specific loss reserve or contingency accoun t, if any; 

(f) leased or owned Bank Premises and leased or owned Fixtures, Proprietary 

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

Assets located on leased o r owned Bank Premises, if any; provided th at the Assuming Institution 

does obtain an optio n under Sectio ns 4.6, 4.7 or 4.8, as the case may be, with respect thereto; 

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

may contain environmentally hazardous substances; 

(h) any "goodwill ," as such te1m is defined in the instructions to th e report of 

condition prepared by banks examined by the Corporation in accordance with 12 C.F.R. § 304.3, 

and other intangi bles (other than intellectual property); 

(i) any cri minal restitution or forfeiture orders issued in favor of the Failed 

Bank; 

U) any and all prep aid fees or any other income as shown on the Failed Bank 

Records, but not taken into income as of the Bank Closing Date, associated with a line of 

business of the Fai led Bank wh ich is not ass umed pursua nt to thi s Agreeme nt ; 

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

(l) an y banker 's bank stock, and the securities listed on the attached Schedule 

(m) reserved ; 

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

Assuming Institution either does not directly assume pursuant to the terms of this Agreement nor 

has a n option to assume under Section 4.8; 

(o) reserved; . 

(p) all assets th at were fully charged-off by the Failed Bank prior to the Bid 

Valuation Date, including any subsequent j udgments ari sing therefrom, other than any asset that 

was secured by co llateral th at was (i) foreclosed upon by the Failed Bank and (ii ) is an Acquired 

Asset; 

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

Receiver under this Agreement; and 

(r) all assets rel ated to any plan of the Fai led Bank desc.libed in Section 2.4 or 

any p lan of the type descriibed in Section 2.4 under whi ch the Failed Bank has an y li ab ility, 

obligation or respons ibility, unless the Ass uming Institution ass umes liability, obligations or 

responsibi liti es under such plan subseque nt to the date of th is Agreement; 

(s) any asset not show n o n the Failed Bank Record s as of the Bank Closing 

Date and d iscovered after the Settlement Date; and 

Bas ic P&A A gree menl 19 The Freedo m State Bank 

V ers io n 6 .2 1' - PVRCIIASEAND ASS\IMI'I"ION AGREEMENT Freedom. O K 
(t) New Loans.. 

3.6. Retention or Repurchase of Assets Essential to Receiver. 

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

Assuming 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 right, title and interest in and to, a ny Acquired Asset or asset essential to 

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

evidencing or pertaining thereto), which may include any 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 Subsidiaries or Affiliates or any related entities of any of the 

foregoing; 

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

to any item described in Section 3.5(a) or (b), or the subject of , o r potenti ally the subject 

of, any legal proceedings; 

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

Receiver or the Corporation in its corporate capacity or its capacity as receiver of any 

ins titution; 

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

Receiver; or 

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

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

by the Assuming Institution under Article II. 

(b) Each such Acquired Asset or asset purchased by the Receive r shall be 

purchased at a price equal to the Repu rchase 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 notice provided by the R eceiver purs uant to Section 3.6(a). The 

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

following receipt of related Credit Documents and Credit Files together with interest on such 

amount at the Settlement Interest Rate for the period from and including the date of receipt of 

such documents to and including the day preceding the day on which payment is made. The 

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

accordance with usual and prudent banking standards and business practices until each such 

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

Asset or assets under this Section 3.6 shall be made as provided in Section 9.6. The Assuming 

Institution shall transfer all 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 Section 12.4. 

Bas ic P&A Agreemenl 20 The Freedo m State Bank 


Versio n 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedo m. OK 

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

com menc ing the day after the Bank C losing Date, the R eceiver may, in its sole and absolute 

discretion, sell any Loan withheld from sale pursuant to Section 3.5 or Section 3.6 of this 

Agreement that the Assuming Institution desires to purchase. Any Loan sold pursuant to this 

section will, at the sole and absolute discretion of the Receiver, either (x) be treated as if initially 

sold pursuant to Section 3.1 of this Agreement, or (y) sold pursuant to the standard loan sale 

agreement used by the Receiver fo r the sale ofloan pools. 

(a) lf treated as if initially sold pursuant to Section 3.1 of this Agreement, the 

pu rchase price for such Loan shall be the Book Value as of the Bank Closing Date, adjusted (i) 

for any advances and interest on s uch Loan after the Bank Closing Date, (ii) by subtracting the 

total amount received by the Assuming Institution for such Loan after the Bank Closing Date, 

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

included in the Book Value . The sale will be subject to all applicable terms of thi s Agreement, 

except that any Loan purchased purs uant to this Section 3.7 shall not be included in the 

calculation of the pro rata Acquired Asset discount or pro rata Acquired Asset premium utilized 

for the repurchase of other Acquired Assets. Payment for any such Loan will be handled through 

the settlement process pursua nt to Article Vlll. 

(b) Any Loan 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) Full Service Banking. For the period commencing on the fi rst Business 

Day after the Bank C losing Date and ending on the first anniversary of the Bank Closing Date, 

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

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

more Bank Premises o r Assuming Institutio n branches located within such Failed Bank 

Assessment Area. The Assuming Institution may close or sell any Bank Premi ses during thi s 

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

R eceiver 's sole discretion) and after receipt of all necessary regulatory approvals, provided that 

the Assuming Institution (or its successors) conti nues to provide full service banki ng in the 

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

(b) Bank Premises Located in an Underserved Area. If a current ly utilized 

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

Institution's closing or selling such Bank Premises, unless the Assuming Institution provides full 

service banking at one or more Bank Premises or Assuming Institution branches located within 

in the same Underserved Area. 

(c) Failure to Exercise Option to Purchase Bank Premises . If a currentlyutilized owned Bank Premises is located in an Underserved 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 Section4.1(a). 

Bas ic P&A Agreemenl 2 1 The Freedom State Bank 

V ers io n 6 .2 1' - PVRCIIASEAND ASS\IMI'riON AGREEMENT Fr eedom. O K 
(d) Sale of Bank Premises. The. Assuming Institution will pay to the Receiver, 

upon the sale of any Bank P remises within twe lve months fo llowing the Bank C losing Date, fifty 

percent (50%) of the amount by which (a) the proceeds of such sale attributable to any franchise 

or deposit premium (without deducting any expenses related to such sale) exceed (b) the deposit 

premium paid by the Assuming Institution with respect to each Bank Premises sold. 

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

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

B ank's. credit card business (including issuer or merchant acquirer) debit card business,. stored 

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

extensions of credit or balances outstanding as of the Bank Closing Date with respect to these 

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

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

4.3.. Safe Deposit Business. The Assuming Institution assumes and agrees to 

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

business, the duties and o bligations of the Failed Bank w ith respect to all Safe Deposit Boxes, if 

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

the renters thereof during the period fo r which such boxes have been rented and the re nt therefor 

paid to the Failed Bank, subject to the provisions of the rental agreements between the Failed 

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

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

located in the Failed Bank Assessment Area in w hich such Safe Deposit Boxes were located. The 

Safe Deposit Boxes shall be located and maintained in su ch Failed Bank Assessment Area for a 

minimum of one year from the Bank Closing Date. 

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

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

held by the Failed Bank in safekeeping for its customers as of the Bank Closing Date. The 

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

Closing Date, the duties and obligatio ns of the Failed B ank with respect to s uch securities and 

ite ms held in safekeeping. T he Assuming Institutio n shall provide to the Receiver wr itten 

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

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

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

one year from the Bank Closing Date. At the option of the Assuming Institution , the safekeeping 

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

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

benefits which accrue after the Bank Closing D ate with respect to securities and other items held 

in safekeeping. 

4 .5. Trust Business. 

(a) Assuming Institution as S uccessor. The Assuming Institution shall, 

without further transfer, subs titution, act or deed, to the full extent permitted b y Jaw, succeed to 

the rights, obligations, properties, assets, investments, deposits, agreements, and trusts 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 

Bas ic P&A Agreemenl 22 The Freedom State Bank 

Versio n 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. OK 
had assumed the same from the Failed Bank prior to the. Bank Closing Date;. provided, that any 

liability based o n the misfeasance, malfeasance or nonfeasance of th e Fai led Bank, its directors, 

officers, employees or agents with respect to the trust business is not assumed hereund er. 

(b) Wills and Appointments. The Assuming Institution shall, to. the full extent 

permitted by law, succeed to, and be entitled to take and execute, th e appoi ntment to all 

executorships, tru stees hips, guardianships 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 appointed by any other instrument. 

(c) Transfer ofTrust Business. In the event add itional proceedings of any kind 

are necessary to accomplish the transfer of such tru st business, the Ass uming Institution agrees 

that, at its own expense, it will take whatever action is necessary to accomplish such transfer. 

The Receiver agrees to use reasonable efforts to assist the Assuming Institution in accomplishing 

such transfer. 

(d) Verification of Assets. The Ass uming Institution shall provide to the 

R eceiver written verification of the. assets. held in connection with th e. Failed Ba nk's trust 

business within s ixty (60) days after the Bank Closin g Date. 

4.6. Bank Premises. 

(a) Optio n to Purchase. Subject to Section 3.5, the Receiver hereby grants to 

the Assuming In stitution an exclus ive opti on for the period of s ixty (60) days commencing the 

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

Institution declined its option to purchase at a fixed pric-e as shown on the Bid Form, and for a 

period of ninety (90) days commencing the day after the Bank Closing 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 o n or at the Bank Premises. The Assuming Institution 

shall give written notice to the Receiver within the option_ period of its election to purchase o r 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 s ha ll be consummated as 

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

(b) Option to Lease. The Receiver hereby grants to the Ass umin g In stitution 

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

C losing Date to cause the Receiver to ass ign to the Ass uming Instituti on any or all leases for 

leased Bank Premises, if any, to the extent such leases can be assigned; provided that the 

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

subj ect to such lease. To the ex tent the lease payments provided for in any assigned lease are 

minimal in relation to the c urrent market rate, and the value of th at difference is not otherwise 

reflected in the purchase of the associated Fixtures, the Assuming Institution shall pay the 

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

Assuming Institution shall g ive no tice to th e Receiver within the opti o n 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 thi s Section 4 .6. 

Bas ic P&A A gree menl 23 The Freedo m State Bank 

Versio n 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. O K 
(c) Facilitation. The Receiver shall facilitate the assumption , assignment or 

sublease of leases or the negotiation of new leases by the. Assuming Institution; provided that 

neither the Receiver nor 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 

third parties. 

(d) Notice of Surrender of Bank Premises. The Assuming Institution 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 the 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 Premi ses. 

(e) Occupancy Costs. 

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

appropriate third parties at the direction of the Receiver, for the period from the Bank 

Closing Date to the. Bank Premises Surrender Date,. the following amounts: (A) for 

owned 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) for 

leased Bank Prem ises, all operating costs wi th respect thereto. The Assuming Institution 

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

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

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

the extent not included in the rental value or rent. If the Assuming Institution elects to 

purchase any owned Bank Premises in accordance with Section 4.6(a), the amount of any 

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

and for which the Assuming 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 on or at the Bank Premises for the period from the Bank Closing Date to 

the. Bank Premises. Surrender Date .. Rent for such property owned by the Failed Bank 

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

days after the Bank Closing 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 obl igated to. pay for such period pursuant to all leases and 

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

Furniture and Equipment, owned Fixtures or Specialty Assets in accordance with 

Sections 4.6(t), 4.6(h ) or 4.60), the amount of any rents paid by the Assumi ng Institution 

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

(iii) Subject to Section 4.1 , if the Assuming Institution gives notice of 

its election not to accept an assignme nt of a lease for one or more of the leased Bank 

Premises, or not to purchase one or more of the owned Bank Premises, w ithin two 

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

Basic P&A A greemenl 24 The Freedom State Bank 


Versio n 6.21' - PVRCIIASEAND ASS\IMI'riON AGREEMENT Freedom. O K 

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

within fifteen (15) days of the. Bank C losing Date, then, notwithstanding any other 

provision of this Agreement to the contrary, the Assuming Institution shall not be liable 

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

(f) Certain Requirements as. to Fixtures, Furniture. and Equipme nt and Certai n 

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 

ofthe lease (or enters into a sublease or a new lease in lieu thereof) for leased Bank Premises as 

provided in Section 4.6(a) o r 4.6(b), or if the Assuming Institution does not exercise e ither. such 

option, but within twelve (12) months fo llowing the Bank Closing Date obtains the right to 

occupy all or any portion of such Bank Premises (the "Subsequently Occupied Space"), 

whether by assignment, lease, subl ease, purchase or otherwi se, 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 from the R eceiver all Fixtures, all Furniture and Equipment, and all Specialty 

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

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

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 the Failed 

Bank and located on or at the Subsequently Occupied Space, and (iii) if appli cable, accept an 

assignment or a sublease of any ground lease or negotiate a new ground lease with respect to 

any land on which the S ubsequently Occupied Space is located; provided that the Receiver has 

not previously d isposed of such Fixtures or F urniture and Equi pment or Specialty Assets or 

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

(g) Surre ndering Bank Premises. 

(i) If the Assuming Institution elects not to purchase any owned Bank 

Premises, the notice of such election in accordance with Section 4.6(a) shall s pecify the 

Bank Premises SuiTender Date. The Assuming In stituti on shall be responsible for 

promptly relinqui shing and releasing to the Receiver such Bank Premises and the 

Fixtures, the Furniture and Equipment a nd the S pec ialty Assets located thereon which 

existed at the time of the Bank Closing Date, in the same conditi on as at the Bank 

Closing Date, and at the Bank Premises where they were inventoried at the Bank Closing 

Date, normal wear and tear excepted . Any of the aforementi o ned 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 remaining in any such Bank Premises more than 

150 days after the Bank Closing Date (unless the Assuming Institution must do so to 

comply with Section 4. 1 and has. made appropriate arrangements with the Receiver and 

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

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

obligations and liabilities with respect to leased Furniture and Equipment and leased 

Fixtures located thereon and any grou nd lease with respect to the. land on w hich such 

Bank Premises are located, and (y) be required to purchase all Fixtures and all F urniture 

and Equipment owned by the Failed Bank and located on or at the Bank Premises as of 

the Bank Closing Date. 

Basic P&A A greemenl 25 The Freedom State Ban k 


Versio n 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. O K 

(ii) If the Assumi ng Institution elects not to accept an assignment of 

the lease or sublease. of any leased Bank P remises, the notice of such election in 

accordance with Section 4.6(b) shall specify the Bank Premises Surre nder 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 conditio n 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. Any of the 

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

item's Fai r Market Value as determined in acco rdance with this Agreement. By fa ili 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 than 150 days after the Bank Closing Date (unless the Assuming Institution mu st do 

so to. comply with Section 4. 1 and has made appropri ate arrangements with the Receiver 

and all app licable lessors), the Assuming Institutio n shall, at the Receiver's option, (x) be 

deemed to have ass umed all leases, obligations and liabilities with respect to such Bank 

Premises (including any ground lease with respect to the land on which such Bank 

Premises are located), and leased Furniture and E quipment and leased Fixtures located 

thereo n in accordance with this Section 4.6 (unless the Receiver previously rep udiated 

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

Equipmen t owned by the Failed Bank at Fair Market Value and located on or at the Ban k 

Premises as of the Bank Closing Date. 

(h) Furniture and Eq uipment 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 Val ue and located at a ny leased or owned Bank 

Premises (A) that the Assuming In stitution 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); provided that, the Ass uming Institution shall give th e Receiver no tice of its 

election to. purchase. such Furni tu re and Equipment at the time. it gives notice of its intention to 

surre nde r such Bank Premises. 

(i) Option to Put Bank Premises a nd Related Fixtures, Fu rnitu re and 

Eq uipme nt. 

(i) For a period of ninety (90) days followin g the Bank 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 by th e Receiver shall be the Fair Market Value of th e Bank Premises. 

(ii) If the Assuming Institution elects to require the Receiver to 

purchase any Bank Premi ses that is owned , d irectly or indirectly, by an Acquired 

Subsidiary, the Assu mi ng Institution shall also have the option, exercisable within the 

same ninety (90) day time period, to require the Receiver to p urchase any Fixtures, any 

Furniture a nd Equipment and any Specialty Assets that are owned, directly or indirectly, 

by an Acquired Subsidiary and are located on or at such Bank Premises and were uti lized 

by the Failed Bank for ban king purposes. The p urchase price paid by the Receiver shall 

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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 this 

Section 4.6(i), the. Assuming Institution shall pay to the Receiver occupancy costs. as. 

described in Sectio n 4 .6(e) and shall surrend er the Bank Premises in accordance with 

Section 4.6(g)(i). 

(iv) Regardless of whether the Assuming Institution exercises any of its 

options under this Section 4.6(i), the purchase price for the Acquired Subsidiary shall be. 

adjusted by the d ifference betwee n the Fair Market Value of th e Bank Premises, the 

Fixtures, the Furniture and Eq uipment and the Specialty Assets uti li zed by the Failed 

Bank for banking purposes and their respective Book Value as reflected on the books and 

records of the Acquired Subsidiary. Such adj ustment shall be made in accordance with 

AJticle VIII of this. Agreeme nt. . 

U) Option to Purchase Specialty Assets. The Receiver hereby grants to the 

Assuming Institution an exclusive. option for the period of thirty (30} da ys commencing th e day 

after the Receiver provides the Assuming Instituti on the appropriate appraisal to purchase at 

Fair Market Value all, some or no ne of the Specialty Assets. 

(k) Data Removal. The Assuming Institution shall , prior to return ing any 

automated te ller machine to Receiver and unl ess otherwise requested by the Receiver, (i) remove 

all data from that automated teller machine and (ii) provide a written statement to the Recei ver 

that all data has been removed in a manner that renders it unrecoverable . 

4 .7. Agreement with Respect to Leased Data Management Equipment. 

(a) Option. The Receiver here by grants to the Assuming Institution an 

exclusive option for the peri od of ninety (90) days commencing the day after Bank Closing Date 

to accept an assignment from the Receiver of all Leased Data Management Equipment. 

(b) Notices Regardin g Leased Data Management Equipment. The Assum ing 

Institution shall (i) give written notice to the Receiver within the option period specified in 

Section 4.7(a) of its intent to accept or decline an assignment or sublease of all Leased Data 

M anageme nt Equipme nt and promptly accept an assignment or subl ease of such Leased Data 

M anageme nt Equipment, and (ii) give written notice to the appropriate lessor(s) that it has 

accepted an assignment or s ublease of any such Leased Data Management Equipment that is 

subject to a lease. 

(c) Facili tation by Receiver. The Receiver agrees to facilitate the assignment 

or sublease of Leased Data M anagement Equipment or the negotiation of new leases or license 

agreements by the. Assuming Institution ;. provided , that neither the Receiver nor the Corporation. 

shall be obligated to engage in litigation, make payment s to the Assuming Institution o r to any 

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

negotiation or co mmit to any other obliga tions to third parti es. 

(d) Operating Costs. The. Assuming Ins titution agrees, during its period of use. 

of any Leased Data Management Equipment and ending on the date which is thirty (30) days 

Bas ic P&A A greemenl 27 The Freedom State Bank 

V ers io n 6 .2 1' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. O K 
after the Assumin g Institution has given notice. to the. Receiver of its election not to assume such 

lease, to pay to the Receiver or to appropriate th ird parties at the di rection of th e Receiver all 

operating costs with res pec t thereto and to comply with all relevant terms of an y existing Leased 

Data Management Equipment leases entered into b y the Failed Bank, including without 

limitation the timely payment of all rent, taxes, fees, charges, maintenance, utilities, insurance 

and assessments. 

(e) Assuming Institution's Obligation.. The Assuming Institution shall, not 

later than fifty (50) days after giving the notice provided in Section 4.7(b), (i) relinquish and 

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

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

excepted, or (ii) accept an assignment or a sublease of any existing Leased Data Management 

lease or negotiate a new lease or license agreement under thi s Section 4.7 with respect to Leased 

Data Managemen t Equipment. 

(f) Data Removal. The Assuming Instituti on shall, prior to returning any 

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

(i) remove all data from th e Leased Data Management Equipment and (ii) provide a written 

statement to the Receiver that all data has been re moved in a manner that renders it 

unrecoverabl e. 

4.8. Certain Existing Agreements. 

(a) Ass umption of Agreements. Subject to the provisions of Section 4.8(b), 

with respect to agreeme nts existing as of the Bank Closin g Date which provide for the rendering 

of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the 

Assuming Instituti on shall give the Receiver written notice specifying whether it elects to 

assu me or not to assume each such agreement. Except as may be otherwise provided in this 

Article IV, the Assuming Ins titution agrees to comply with the terms of each such agreement for 

a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an 

agreement th at prov ides for the rendering of services by the Failed Bank, th e date which is ninety 

(90) days after the Bank Closin g Date, and (ii) in the case of an agreement that provides for the 

rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming 

Institution has given notice to the Receiver of its electio n not to assume such agreement; 

p rovided th at the Receiver can reasonably make such servi ce agreements available to the 

Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have 

assumed agreements for which no notification is timely given. The Receiver agrees to assign, 

transfer, convey and deliver to the Ass uming Institutio n all right, title and interest of the 

Receiver, if any, in and to agreements the Assu ming In stitution assumes hereunder. In the event 

the Assuming Institution elects not to accept an assignment of any lease (or sublease) or 

negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy 

such premises, the provisions of th is Section 4.8(a) shall not apply to service agreeme nts related 

to such pre mises. The Assuming Institution agrees, during the period it has the use or benefit of 

any such agreement, promptly 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 such agreement. 

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(b) Excluded Agreements. The proviSlo ns of Section 4.8(a) regardin g the. 

Ass uming In stitution's electio n to ass ume or not assume certain agreements shall not apply to (i) 

agreements pursuant to whi ch the Failed Bank provides loan servicing for other s or loan 

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

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

Systems, Inc., (iii ) agreeme nts that are subj ect to Sectio ns 4 .1 through 4.7 and any insurance 

po licy or 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 

the lessor of Bank P re mises or Other Real Estate. Except as otherwise expressly set fo rth 

e lsewhere in thi s Agreement, the Assuming Institution does not assume any liabilities or acquire 

any rights under any of the agreements described in this S ection 4. 8(b). 

4.9. Informational Tax Reporting. The Ass uming In stitution agrees to perform all 

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

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 Clos ing Date, (iii) miscellaneous payments made to vendors of the Failed Bank, and (iv) 

any other asset or liability of the Failed Bank, including, witho ut limitation, loans not purchased 

and Deposits not assumed by the Assuming In stitu tion, as may be required by the Receiver. 

4.10. Insura nce. 

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

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

extended coverage in surance) naming the Assuming In stitutio n as the insured and the. Receiver 

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

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

Management Equipment located on or at those Bank Premi ses. The Assuming Institution's 

obligation to in sure and to maintain the Receiver as an additional insured on Bank Premises 

insurance coverage shall cease upo n either: (x) Bank Premises S urrender Date or (y) the date the 

Ass uming Instituti on receives a deed fro m the Receiver fo r owned Bank Premi ses or ass umes the 

lease for leased Bank Premises. 

(b). Ri ghts of Receiver. If the Assuming Instituti on at any time fro m or after 

Bank Closing Date fails to (i) obtain or maintain any of the insurance policies required by 

Section 4.1 O(a), (ii) pay any premium in whole or in part related to those insurance policies, or 

(iii) p rovide. evidence of those. in surance policies accepta ble to th e. Receiver,. then. the Receiver. 

may in its sole and absolute discretio n, without notice, and without waiving or releas ing any 

obligation or liability of the Ass uming Institution, obtai n and maintai n insurance po licies, pay 

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

Receiver deem advisable. The Assuming In stituti on will reimburse. th e Receiver fo r all sums. 

disbursed in connection with thi s Section4.10(b). 

4.11. Office Space for Receiver and Corporation; Certain Payments. 

(a) FDIC Office Space. For the period commencing on the day follow ing the. 

Bank Closing Date and ending on the one hundred fiftieth (150th) day following the Bank 

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Versio n 6.21' - PVRCIIASEAND ASS\IMI'I'ION A GREEMENT Freedom. O K 
Closing Date, the Assuming Institution will provide. to the. Receiver and the. Corporation, without 

charge, adequate and suita ble 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 dtive), and utilities (including local 

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

occupied by the Assuming Institution for the Receiver and the Corporation to use in the 

disc harge of their respective fu nctions w ith respect to the Failed Bank. 

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

Corporatio n, for the period comme ncing on the one hundred fifty-first (15 1 st) day following the 

Bank Closing Date and ending no later than the three hundred and sixty-fifth (365th) day 

following the Bank Closing Date, the Assuming Institution will continue to provide to the 

Receiver and the Corporatio n FDIC Office. Space at the. Bank Premises. During the. pe riod from 

the 15lst day following the Ba nk Closi ng Date until the day the FDIC and the Corporation 

vacate FDIC Office Space, th e 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 re nt paid for appli cable lea sed Bank 

Premises. 

(c) Receiver' s Relocation Right. If the Receiver or the Corporation determine 

that the space provided by the Assuming Institution is inadequate or unsuitable, the Receiver and 

the Corporatio n may relocate to other quarters hav ing ad equate and s uitable FDIC Office Space 

and the costs of relocatio n 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 4.1 1 (b). 

(d) Expenditures. The Assuming In stitution will pay such bills and invoices 

on behalf of the Receiver and the Corporation as the Receiver or the Corporation may direct for 

the period beginning on the date of the Ba nk Closing Date and ending on Settleme nt Date. The 

Assuming Institution shall submit its requests for reimbursement of such expe nditures pursuant 

to Article Ylll of this Agreement. 

4.12. Continuation of Group Health Plan Coverage for Former Employees of the 

Failed Bank. 

(a) Continuation Coverage. The Assuming In stitution agrees to assist the 

Receiver, as provided in this Section 4. 12, in offering individuals who were employees or former 

employees of th e Failed Ba nk, or any of its Subsidi.aries, and who,. immediately p rior to the Bank 

Clos ing Date, were receiving, or were eligible to receive, health insurance coverage or health 

ins urance continuation cover age from the Failed Bank ("Eligible Individuals"), the opportunity 

to obtain health insurance coverage in th e Corporation 's Federal Insurance Administration 

Continuation Coverage Plan which provides for health insurance continuation coverage to such 

Eligible Individuals and oth er pe rsons 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 Assumi ng Institution sh all consult 

with the Receiver and not later than five (5) Business Days after the Bank Closing Date shall 

provide written notice to th e Receiver of the number (if availab le), identity (if avail able) and 

addresses (if availa ble) of the E ligible Individuals who are Qualified Beneficiaries of the Fai led 

Basic P&A A greemenl 30 The Freedom State Bank 

Versio n 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. O K 
Bank and for whom a "qualifying event" (as defined in ERISA § 603, 29 U.S.C. § 1163) has 

occurred and with respect to whom the Failed Bank's obligations under Part 6 of Subtitle. B of 

Title ! of ERISA, 29 U.S.C. §§ 1161-1169 have not been satisfied in full, and s uch 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 

Assumi ng Institution such dlata in its possession as may be reaso nably required for purposes of 

preparing such notice. 

(b) Qualified Beneficiaries; Expenses. The Assuming Institution shall take 

such further action to assist the. Receiver. in offering the Eligible Individuals who are Qualified 

Beneficiaries of the Failed Bank the opportunity to obtain health insurance coverage in the 

Corporation's Federal Insurance Administration Continuation Coverage Plan as the Receiver 

may direct. All expenses incurred and paid by the Assuming Institution (i) in conn ection with the 

obligations of the Assuming Institution under this Section 4.12, and (ii) in providing health 

ins urance continuation coverage to any Eligible Individuals who are hired by the Assuming 

Institution and such employees' Qualified Beneficiaries shall be borne by the Assuming 

Institution. 

(c) Failedl Bank Employees . . Unless otherwise agreed by th e 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 Assuming Ins titution makes a f inal dete rminati o n as to whether such employee is. 

to be retained by the Assuming Institution. The Assum ing In stitution 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, th e. Receiver shall reimburse the Assuming Institution for such cost through the. 

settlement process described. in Article VIII. 

(d) No Third Party Beneficiaries. This Section 4.12 is for the sole and 

exclusive benefit of the parties to this Agreeme nt , and for the benefit of no other Person 

(including any fo rme r employee of the Failed Bank or any Subsidi ary thereof, Elig ible Individual. 

or Qualified Beneficiary of such former employee). Nothing in this Section 4.12 is intended by 

the parties, or shall be cons trued, to give any Person (including any former employee of the 

Failed Bank or any Subsidiary thereof, Eligible Individual or Qualified Beneficiary of such 

former empl oyee) other th an the Corporation, the Receiver and th e. Assumin g Institution, any 

legal or equita ble right, remedy or claim under or with respect to the provisions of this Section 

4.12. 

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4.13. Interim Asset Servicing. At any time after the. Bank Closing Date, the Receiver 

may establish on its books a n asset pool(s) and may transfer to such asset poo l(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 limitation, wholly 

unfunded Commitments and assets and liabilities which may be acquired, funded or originated 

by the Receiver subsequent to the Ban k C losing Date. The Receiver may remove assets (and 

liabili ties) fro m 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 service, administer and collect such 

pool assets in accordance 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. Subject to Section 9 .5, the 

Assuming Institution agrees to pay all properly drawn checks, drafts, withdrawal orders and 

Assumed Depos its of deposito rs of the Failed Ba nk presented for payment, w hether drawn on the 

check or draft forms. provided by the Failed Ban k o r by the Assuming Institution , to the extent 

that the Deposit balances to the credit of the respective makers or drawers assumed b y the 

Assuming Institution under this Agreement are s ufficient to permit the payment thereof, and in 

all other respects to discharge, in the usual course of conducting a banking bus iness, the duties 

and obligations of the Failed Bank with respect to the Deposit balances due. and owing to the 

depositors of the Failed Bank assumed by the Assuming Institution under this 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 terms and conditions of any written 

escrow or loan servicing agreement or other similar agreement relating to a Deposit liability 

assumed by the Assuming Institution pursuant to thi s Agr eement. 

5.3. Notice to Depositors. 

(a) Assumption of Depos its. Within seven (7) days after the Bank Closing 

D ate, the Assuming Instituti on shall give notice by mail to each depos itor of the Failed Bank of 

(i) the assumption of the Deposit liabilities of the Failed Bank, and (ii ) the procedures to claim 

Deposits (the Receiver shall provide item (ii) to Ass uming Institution). The Assuming 

Institutio n shall also publish notice of its assumption of tlhe Deposit liabilities of the Failed Bank 

in a newspaper of general ci rculation in the county or counties in which the Failed Bank was 

located. 

(b) Notice to Depositors. Within seven (7) days after the Bank Closing Date, 

the Assuming Institution shall give notices by mail to each depositor of the Failed Bank, as 

required under Section 2.2. 

(c) Fee Schedule. If the Assuming Institution proposes to charge fees 

different fro m those fees. fo rmerly charged by the Failed Bank, the Assumjng Institution shall 

include its fee schedule in its mailed notice. 

(d) Approval of Notices and Publications. The Assuming Institution shall 

obtain approval of all notices and publications required by this Section 5.3. from counsel for the 

Receiver prior to mailing or publication. 

Bas ic P&A Agreemenl 32 The Freedom State Bank 

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(e) Validation. To. validate the notice requirements outlined in Section 5.3, the. 

Assuming Institution shall provide the Receiver (i) an Affidavit of Publication to meet the 

publication req uirements outlined in Section 5.3(a) and (ii) the Assuming In stitution will 

prepare an Affidavit of Mailing in a fonn substantially s imilar to Exhibit 2.3B after mailing the 

seven (7) day Notice to Depositors as required under Section 5.3(b). 

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 delivers. to the Assuming Institution, whether located on 

Bank Premises occupi ed or not occupied by the Assuming Institution or at any other location, the 

following: 

(a) all Failed Bank Records pertaining to the Assumed Deposits, but not 

limited to, the fo llowing: 

(i) signature cards, orders, contracts between the Failed Bank and its 

depositors and Failed B ank Records of similar character; 

(ii) passbooks of depositors held by the Failed Bank, deposit slips, 

cancelled checks and withdrawal orders representing charges to accounts of depositors; 

a nd 

(b) all Failed Bank Records pertaining to the Acquired Assets, including, but 

not limited to, the fo llowing: 

(i) Failed Bank Records of deposit balances carri ed with other banks, 

bankers or trust comp anies; 

(ii) Loan and collateral Failed Bank Records and Credit Files and other 

documents; 

(iii) deeds, mortgages, abstracts, surveys, and other instruments or 

records of title pertaining to real estate or real estate. mortgages; 

(iv) signature cards, agreements and Failed Bank Records pertainin g to 

Safe Deposit Boxes, if any; and 

(vi) Failed Bank Records pertaining to the credit card business, trust 

business or safekeeping business of the Failed Bank, if any. 

6.2. Transfer of Assigned Failed Bank Records. The. Receiver shall transfer to the. 

Assumin g Institution all Failed Bank Record s described in Section 6. 1 as soon as practicable on 

or after the date of this Agreement. 

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6.3. Preservation of Failed Bank Records . 

(a) Assuming Institution Failed Bank Records Retention. The Assuming 

Institution agrees that it will preserve and maintain, at its sole expense, for the joint benefit of 

the Receiver, the Corporation and the Assuming Instit ution , all Failed Bank Records except 

those Failed B ank Records which the Receiver, in its sole and absolute d iscretio n, c hooses to 

physically take . The Assuming Institution shall have the primary responsibility to respond to 

s ubpoenas, discovery requests, 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 obligatio ns under thi s Section 6.3 regarding Electroni call y Stored Information , the Assuming 

Institution will complete the Data Retention Catalog attached hereto as Schedule 6.3 and submit 

it to the Receiver within thirty (30) days following the Bank Closing Date. With respect to 

Electronically Stored Information, the Assuming Institutio n 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 ensuring that the 

third party complies with this Article. 

(b) Destruction of Certain Failed B ank Records. With regard to all Failed 

Bank Records of which it has custody which are at least ten ( 1 0) years old as of the d ate of the 

appointment of the Receiver, the Assuming Institution agrees to request written permission to 

destroy such Failed Bank Records by submitting a written request to destroy, specifying 

precisely wh ich Failed Bank Records are included in the request, to DRR- Records M anager, 

CServiceFDTCDAL @FDTC.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 maintained in the custody of the 

Assuming Institution after six (6) years from the date of the appointment of the Receiver, the 

Assuming Institution agrees to request written permissio n to destroy such Fai led Bank Records 

by submitting a written requ est to destroy, specifying precisely which Failed Bank R ecords are 

included in the request, to DRR- Records Manager, CServiceFDICDAL@FDIC.gov. 

6.4. Access to Failed Bank Records; Copies. The Assuming Institution 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 manner and to the e xtent 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 du plicate copy of each such Failed Bank Record 

without cost to the Corporation, and agrees to deliver to the Corporation all Failed Bank Records 

assigned and transferred to the Corporation under this Article VI as soon as practicable on or 

after the date of this Ag reement. The party requesting a copy of any Failed Bank Record shall 

bear the cost (based on standard accepted industry charges to the extent appl icable, as 

determined by the Receiver) for providing s uch duplicate Failed Bank Record. A copy of each 

Failed Bank Record requested shall be provided as soon as practicable by the party having 

custody thereof. If the Receiver or Corporation is seeking access to a Failed Bank Record from 

the Assuming Institutio n, the Receiver or Corporation need not provide a subpoena to obtain 

access to the Failed Bank Records in the Assuming Institution's custody. 

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Versio n 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. OK 
6.5. Right of Receiver or Corporation to Audit. The Receiver or th e Corporation, 

their respective agents, contractors and employees, may (but are not required to) perform an 

audit to determine the Assuming Institution's compliance with this Agreement at any time, by 

providing not less than ten ( 10) Business Days prior notice. The scope and duration of any such 

audit shall be at the discretion of the Receiver or the Corporation, as the case may be. The 

Receiver o r the Corporation, as the case may be, shall bear the expense of any such audit. In the 

event that any coJTections are necessary as a result of such an audit, the Assuming Institution and 

the Receiver shall make such accounting adjustments, payments and withholdings as may be 

necessary to give retroactive effect to such corrections. 

ARTICLE VII. BlD;lNITIALPAYMENT. 

The Assuming Institution has submitted to the Receiver a Deposit premium bid of 1.0 % 

(the "Bid Amount"). The Deposit premium bid will be applied to the total of all Assumed 

Deposits except for brokered, CDARS®, and any market place or similar subscription services 

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 Institution, as the case may be, the 

Initial Payment, together with interest on such amount (if the Payment Date is not the day 

following the Bank C los ing Date) from and including the. day following the Bank Closing 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 provide to the 

Assuming Institution a Pro Forma statement reflecting any adjustments of s uch liabilities and 

assets. as may be necessary. Such Pro Forma statement shall take into account,. to. the. extent 

possible, (a) liabilities and assets of a nature similar to those contemplated by Section 2. 1 or 

Section 3. 1, respectively, which on the Bank Closing Date were carried in the Failed Bank's 

suspense accounts, (b) accruals as of the Bank C losing Date for all income related to the assets 

and business of the Failed B ank acquired by the Assuming Institution hereunder, whether or not 

such accruals were ref1ected on the Failed Bank Records in the normal course of its o perations, 

and (c) adjustments to determine the Book Value of any investment in an Acquired Subsidiar y 

and related accounts on the "bank only" (unconsolidated) balance sheet of the Failed Bank based 

on the Equity Method of Accounting, whether or not the Failed Bank used the Equity Method of 

Accounting for investments in subsidiaries, except that the resulting amount cannot be less than 

the Acquired Subsidiary's recorded equity as of the Bank C losing Date as reflected on the Failed 

Bank Reco rds of the Acquired Subsidiary. Acquired Subsidiaries with negative equity will be 

restated to $ 1 pursuant to the Equity M ethod of Accounting. Any Acquired Asset purchased by 

the Assuming Institution or any asset of an Acquired S ubsidiary purchased by the Assuming 

Institution pursuant to Section 3. 1 which was part ially o r who lly charged off during the period 

beginning the day after the Bid Valuation Date to the date of the Bank C losing Date shal l be 

deemed not to be charged off for the purposes of the Pro Forma statement, and the purchase price 

shall be determined pursuant to Section 3.2. 

8.2. Correction ofErrors and Omissions; Other Liabilities. 

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(a) Adjustments to Conect Errors. In the event any bookkeeping omissions or 

errors are discovered in preparing any Pro Forma statement or in compl eting the transfers and 

assu mptions contemplated hereby, the pcuties hereto agree to correct such errors and omissions, 

it being understood that, as far as practicable, all adju stments will be made consistent with the 

judgments, methods, policies or accounting principles utilized by the Failed Bank in preparing 

and maintaining Failed Bank Record s, except that adj ustments made pursuant to this Section 

8.2(a) are not intended to bring th e Failed Bank Records into accordance with genera)) y accepted 

accounting principles. 

(b) Receive r' s Ri ghts Regarding Other Liabilities. If the Receiver di scovers 

at any time s ubsequent to the date of thi s Agreement that any claim exists against the Failed 

Bank which is of such a nature that it would have been included in the liabilities ass umed under 

Article II had the. ex istence of such claim or the facts giving rise thereto been known as of the 

Bank Closing Date, the Receiver may, in its discretion, at any time, require that such claim be 

ass umed by the Assuming Institution in a ma nner consistent with the intent of this Agreement. 

The Receiver will make appropriate adjustments to the Pro Forma statement provided by the 

Receiver to the Assuming Institution pursuant to Section 8. 1 as may be necessary. 

8.3. Payments. The Receiver agrees to cause to be paid to the Assuming Institution, 

or the Assuming 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 assoc iated with determinatio ns of value as provided in thi s Agreement) made p ursuant to 

Section 8.1 or Section 8.2, plus interest as provided in Section 8.4. The Receiver and the 

Assuming Institution agree to effect on the Settlement Date any further transfer of assets to or 

assumption of liabilities or claims by the Ass uming Institution as may be. necessary in 

accordance with Section 8.1 or. Section 8.2 .. 

8.4. Interest. Any amounts paid under Section 8.3 or Section 8.5 shall bear interest 

fo r the period from and including the day following th e Bank Closing Date to and including the 

day preceding the payment at the Settlement Interest Rate. 

8.5. Subsequent Adjustments. In the event that the Assuming Institution or the 

Receiver discovers an y errors or omissions as contemplated by Section 8.2 or any error with 

respect to the payment made under Section 8 .3 after the Settlement Date, the Assuming 

Institutio n and the Receiver agree to promptly correct any such errors o r o missions, make any 

payme nts and effect any transfers or assumptions as m ay be necessary to reflect any such 

conection 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 cany out the transactions contemplated by this Agreement 

and to effect the purposes hereof. 

9.2. Additional Title Documents. The Receiver, the Corporation and the Ass uming 

Institution each shall, at any time, and from time to time, upon the reques t of any party hereto, 

execute an d del.i ver such additio nal instruments and documents of conveyance as shall be 

reasonabl y necessary to vest in the appropriate party its full legal or equitable title in and to the 

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propert y transferred pursuant to this Agreeme nt or to be transferred in accordance herewi th. The 

Assuming Institutio n shall prepare such instrume nts a nd docume nts of conveyance (in fo rm and 

substance satisfactory to the Receiver) as shall be necessary to vest title to the Acq uired Assets in 

the Assuming Institution. The Assumi ng Institution shall be responsible for recording such 

instruments and documents of conveyance at its own expe nse. 

9.3. Claims and Suits. 

(a) Defense and Settlement. The R eceiver shall have the right, in its 

discretion, to (i) defend or settl e any claim or suit agai nst the Assuming Institution with respect 

to whi ch the Receiver has indemnified the Assuming In s titution in the same man ner a nd to the 

same exte nt as provided in Article XII, and (ii) defend or settle any clai m or suit against the 

Assumi ng 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 C losing Date. The exercise by the Receiver of any rights 

u nder this Section 9.3(a) shall not release the Assuming Institu tion with respect to any of its 

obligations under this Agreement. 

(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 retained or acquired pursuant to this Agreement by the Receiver, the 

Receiver agrees, at the request of the Corporation, to join with the Corporatio n in a petition to 

remove the actio n to the U nited States Di stri ct Court for the proper distri ct. The Receiver agrees 

to ins titute, with or without j oinder of the Corporation as co-plaintiff, an y action with respect to 

any such retained or acquired asset or any matter connected therewith whenever notice requiring 

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 li ability of the Failed Bank assumed by the 

Assuming Institution pursuant to this Agreement and asserts a claim against the Recei ver for all 

or any portion of any such Deposit liabi li ty , th e Assuming Institution agrees o n dema nd to 

pro vide to the Receiver funds sufficient to pay such claim in an amount not in excess of the 

D eposit liability reflected on the books of the Assuming Institution at the time such claim is 

made. Upo n payment by the Assuming Institution to the R eceiver of such amount, the Assuming 

Institutio n shall be disc harged fro m any fu rther obli gatio n under th is Agreeme nt to p ay to any 

such de positor the amount of such De posit liability paid to the Receiver. 

9.5. Withheld Payments. At a ny time, the Receiver or the Corporation may, in its 

disc retion, de termine that al l or a ny portion of any deposit balance ass umed by the Assuming 

Institution pursuant to this Agreement does not constitute a "Deposit" (or otherwise, in its 

discretion, determine that it is the best interest of the Receiver or Corporation to withhold all or 

any portion of a ny de posit), and may direct the Assuming In stitution to withhold payment of all 

or any portion of any such de posit balance. Upon such direction, the Assuming Institution agrees 

to hold such deposit and not to make any payment of s uch de posit balance to or on behalf of the 

depositor, or to itself, whether by way of transfer, set-off or otherwise. The Assuming Institution 

agrees to maintain the "withheld payment" status of any such deposit balance u ntil directed in 

writing by the Receiver or the Corporati on as to its di spositio n. At the direction of the Receiver 

or the Corporation, the Assuming Institu tion shall return all or any porti on of suc h deposit 

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balance to the Receiver or the Corporation, as appropriate, and thereupon the Assuming 

institution s hall be disc harged fro m any further liability to such depositor with respect to such 

returned deposit balance. If s uch deposit balance has been paid to the de positor prior to a demand 

for return by th e 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 deposi t balance to the Receiver or the Corporation. The Ass umi ng In sti tution 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 which was withheld pursuant to this. Sectio n 9.5 .. 

9.6. Proceedings with Respect to Certain Assets and Liabilities . 

(a) Cooperation by Assuming Institution. ln connection with any 

investigation, proceeding or oth er matter with respect to any asset or liability of the Failed Bank 

retained by the Receiver, or any asset of the Failed Bank acq uired by the Receiver pursuant to 

this Agreement, the Assuming Institution shall cooperate to the extent reasonably required by the 

Receiver. 

(b) Access to Records. In addition to its o bligations under Section 6.4, the 

Ass uming Institution shall provide representatives of the R eceiver access at reasonable times and 

locations without other limitation o r qualification to (i) its directors,. officers,. empl oyees and 

agents and those of the Acquired Subsidiaries, and (ii) its books and records, the books and 

records of s uch Acquired Subsidiaries and all Credit Files, and copies thereof. Copies of books, 

records, and Credit Files s hall 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 than ten (10) days after the Put Notice. 

pursuant to Section 3.4 or the date of the notice of transfer of any Loan by the Assuming 

Institution to the Receiver pursuant to Section 3.6, the Assuming In stitution shall deliver to the 

Receiver such documents w ith respect to such Loan as the Receiver may request, including 

without limitation the following: (i) all related Credit Documents (other than certificates, notices 

and other ancillary documents), (ii) a certificate setting forth the principal amount on the date of 

the transfer and the amo unt of interest, fees and other ch arges then accrued and unpaid thereon, 

and any restrictio ns on tran sfer to which any s uch Loan i s 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 cop y) maintained by, owned by, or in the 

possession of the Assuming In stitution or any Affiliate ofthe Assuming Institution relating to the 

transferred Loan. 

9.7. Information . The Assuming In stitution promptly shall provide to the 

Corporation such other information , including financial statemen ts and computations, relati ng to 

the performance of the provisions of thi s Agreement as the Corporation or the Receiver may 

request from time. to time, and, at the. req ues t of the Receiver , make available employees of the. 

Failed Bank employed or retai ned by the Assuming Institution to assist in preparation of the Pro 

Forma statement pursuant to Section 8. 1. 

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9.8. Tax Ruling.. The. Assuming Institution shall not at any time, without the. 

Corporation's prior consent, seek a private letter ruling or other determination from the Internal 

R evenue Service or otherwise seek to qualify for any special tax treatment or benefits associated 

with any payments made by th e Receiver or Corporation p ursuant to thi s Agreement. 

ARTICLE X. CONDITION PRECEDENT. 

The obligations of the parties to thi s Agreement are subject to the Receiver and the 

Corporation havi ng received at or before the Bank Closing Date evidence reasonably sati sfactory 

to each of any necessary approval, waiver, or other action by any governmental authority, the. 

board of directors of the Ass umin g Institution, or other third party, with respect to thi s 

Agreement and the transactions contempl ated hereb y, the closing of the Failed Bank and the 

appointment of the Receiver, the chartering of the Assuming In stitution , and any agreements, 

documents, matters or proceedings contemplated hereby or thereby. 

ARTICLE XI. REPRESENTATIONS AND WARRANTIES OF. THE ASSUMING 

INSTITUTION. 

The Assuming Institution represents and warrants to the Corporation and th e Receiver as 

follows: 

11.1. Corporate Existence and Authority. The Assuming Institution (a) is duly 

organized , validly existin g and in good standing under the laws of its Chartering Authority and 

has full power and authority to own and operate its properties and to conduct its bus iness as now 

conducted by it, and (b) has full power and authority to execute and deliver thi s Agreement and 

to perform its obligations hereunder. The Assuming Institution has taken all necessary corporate 

(or other applicable governa nce) action to authorize the executi on, deli very and performance of 

thi s Agreement and the petfo rmance of the transaction s contempl ated hereby. 

11.2. Third Party Consents. No governmental authority or other third pat1y consents 

(including but not limited to approvals, licenses, registration s or declarations) are r eq uired in 

connection with the execution, de livery or performance by the Assuming Institution of this 

Agreement, other than s uch consents as have been dul y obtained and are in full force and effect. 

11.3. Execution and E nforceability. This Agreement has been duly executed and 

deli vered by the Assuming In stitution and when thi s Ag reement has been duly authorized, 

executed and deli vered by the Corporation and the Rece:iver, thi s Agreement will constitute the 

legal, valid and binding obligation of the Assuming 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 restri ction imposed by, the U nited States of Am erica, any State, muni cipality or other 

political subdivision or any agency of any of the foregoing, or any court or other tlibunal having 

jurisdiction over the Assuming Institution or any of its Subsidiaries or any assets of any such 

Person, or any foreig n government or age ncy thereof having such jurisdictio n, with respect to the. 

conduct of the business of the Assuming Insti tution or of any of its Subsidiari es, or the 

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Versio n 6 .21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. OK 
ow nership of the properti es of the Assuming Institution or any of its Subsidiari es, whi ch, either 

individually or in the aggregate with all other such vio latio ns, would materially a nd adversely 

affect the bu siness, operatio ns or condition (financial or otherwise) of the Assuming Institu tion 

or the ability of the Assuming Institution to perform, satisfy or observe any obligation or 

condition under this Agreement. 

(b) No Conflict. Neither the exec utio n and delivery nor the perfonnance by 

the Ass uming Institution o f this Agreement will result in any violation by the Assuming 

Institutio n of, or be in conflict with,. any provisio n of any applicable law or regulati on, or any 

order, wri t or. decree of any court or governmental authority. 

11.5. Insured or Guaranteed Loans. If any L oans being transferred pursuant to this 

Agreement are insured or guaranteed by any department or agency of any governmental unit, 

federal, state or local, Assuming Institution represents that Assuming Institution h as been 

approved by such agency a nd is an approved le nder or mortgagee, as appropriate, if such 

approval is required. The Assuming Institution further assumes full responsj bility for 

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 o n the date of this Agreement, Assuming Institution assum es full respons ibility fo r 

do ing all things necessary to insure such insurance or guarantees remain in full fo rce and effect. 

Assuming Institution agrees to assume all of the obligations under the contract(s) of insurance. or 

guaranty and agrees to coop erate with the Receiver whe re necessary to complete fo rms required 

by the insuring or guaranteeing department or agency to effect or complete the transfer to 

Assuming Institution. 

11.6. Representations Remain True. The. Assuming Institution represents and 

warrants that it has executed and deli vered to the Corporation a Purchaser Eligib ility 

Certification and Confide ntiality Agreement and that all info rmation provided and 

representations made by or on behalf of the Assumin g Institution in conn ection with thi s 

Agreement and the transactio ns conte mplated hereby, including, but not limited to, the Purchaser 

Eligibility Certi fication a nd Confidenti ality Agreeme nt (which are affirmed and ratified hereby) 

are and remain true and correct in all material res pec ts a nd do not fai l to state any fact r equired to 

make the infonnation contained therein not misleading. 

11.7. No Reliance; Independent Advice. The Assuming Institutio n is not relying o n 

the Receiver or the Corporation fo r any business, legal, tax, accounting, investment or other 

advice in connection with th is Agreement and the Exhibits hereto and documents delivered in 

connection with the. fo regoing, and has. had adequate. opportunity to consult with advisors of its 

choice in connection therewith. 

ARTICL E XII. INDEMNIFICATION.. 

12.1. Indemnification of Indemnitees. From a nd after the Bank C losin g Date and 

subject to the limitations set forth in this Section 12. 1 and Section 12.6 and compli ance by the 

lndemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the 

Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) 

incurred prior to the assumptio n of defense by the Receiver pursua nt to Section 12.2(d), 

judgme nts, fin es and amounts paid in settle ment actuall y and reason abl y incurred in conn ection 

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with claims against any Indemnitee based on liabilities of the Failed Bank that are not 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 for which 

indemnification is provided: 

(a) hereunder in thi s Section 12. 1, subject to certain exclusio ns as provided in 

Section 12. l (b): 

(i) claims based on the rights of any shareholder or former 

shareholder as such of (A) the Failed Bank, or (B) any Subsidiary or Affiliate 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 director, officer, employee or agent of the Failed 

Bank, with respect to any indebtedness or other obligation of the Failed Bank arising 

prior to the Bank Closing Date; 

(iii) claims based on the rights of any present or former director, 

officer, employee or agent as such of the Failed Bank 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 diJectors, officers, employees or agents as such, o r any 

Subsidiary or Affiliate of the Failed Bank, or th e directors, officers, employees or agents 

as such of such Subsidiary or Affiliate; 

(v) claims based on any 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 failure or alleged failure (not in violation of 

law) by the Assuming Institution to continue to perform any servi ce or activity previo usly 

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 Ass uming Institution elected not to assume in accordance with this 

Agreement and which ne ither the Assuming Institution no r any Subs idiary 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 thi s Section 12.l(a)(vii) the former officers or employees of the 

Failed Bank or of any Subsidiary or Affiliate of the Failed Bank that is taken upon the 

specific written direction of the Corporation or the Receiver, other than any action or 

inaction taken in a manner constituting bad faith, gross negligence or willful mi sconduct; 

and 

(viii) claims based on the ri ghts of any depositor of the Failed Bank 

whose deposit has been accorded "withheld payment" status and/or returned to the 

Receiver or Corporatio n in accordance with Section 9.5 and/or has become an 

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Versio n 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. O K 

"unclai med deposit" or has been returned to th e Corporation or the Receiver m 

accordance with Section 2 .3; 

(b} provided that with respect to this Agreement, except for Section 

12. l(a)(vii) and (viii), no indemnification will be provided under this Agreement for any: 

(i) j udgment o r fine against, or a ny amount paid in settl ement 

(witho ut the written approval of the Receiver) by, any Indemnitee in connection with any 

action that seeks da mages against any Indemnitee (a "Counterclaim") arising with 

respect to a ny Acquired Asset and based on any action or inaction of either the Failed 

Bank, its directors, officers, employees or agents as such prior to the Bank C lo sing Date, 

unless an y 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 In stitution in the cause of action from which the 

Coun terclai m arises; and in such event the Receiver will provide indemnification onl y in 

the amo unt of such excess; and no indemnification will be provided for any costs or 

expenses other than any costs or expenses (including attorneys' fees) which, in the 

determination of the Receiver, have been actually and reasonably incurred by such 

Indemnitee in connection with the defe nse of a ny such Coun terclaim ; and it is expressly 

agreed that the Receiver reserves the tight to in tervene, in its di scretion, 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 obl igatio n of the Failed Bank 

that is expressly assumed by the Assuming Institution pursuant to this Agreement or 

subsequent to the execution hereof by the Assuming Institution or any Subsidiary or 

Affi li ate of the Assuming Institution; 

(iii) claims with respect to any liability of the Failed Bank to any 

present or former employee as such of the Failed Bank or of any Subsidiary or Affiliate 

of the Failed Bank, which liability is expressly assumed by the Assuming Institution 

pursuant to this Agreeme nt o r subsequ e nt to the execution hereof by the Assuming 

Institution or any Subsidiary or Affil iate of the Assuming Instituti on ; 

(iv) cl aims based o n the failure of a ny Indemnitee to seek recovery of 

damages fro m th e Receiver for any claims based upo n any action or inaction of th e Failed 

Bank, its directors, officers, employees or agents as fiduciary, agent or custodian prior to 

the Bank Closing Date; 

(v) claims based on any violation or alleged violation by any 

Indemnitee of the antitrust, branching, banking or bank ho ldin g company o r securiti es 

laws of the U nited States of A meri ca o r any State thereof ; 

(vi) cl aims based on the rights of any present or former creditor, 

customer, or supplie r as such of the Assuming In stituti on or any S ubsidiary or Affili ate of 

the Assuming Institution; 

(vii) claims based o n the tights of any present or former shareholder as 

such of the Assuming In stitution or any Subs idiary o r Affiliate of th e Assuming 

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V ers io n 6 .2 1' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Fr eedom. O K 

Institution regardless of whether any such present or 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 

disclaime r thereof p rovided in Section 3.3 or a ny other provis ion of thi s Agreeme nt, or 

(B) create any warranty not expressly provided under this Agreement; 

(ix) claims which could have been enforced against any Indemnitee 

had the Assuming Ins titution not entered into this Agreement; 

(x) cl aims based on any liability for taxes or fees assessed w ith respect 

to the consummation of the transactions contemplated by this Agreement, including 

without limitation any subseque nt transfer of any Acquired Assets or Liabilities Assumed 

to any Subsidi ary or Affiliate of the Assuming Ins titution ;. 

(xi) except as expressly provided in this Article XII, claims based on 

a ny action or inaction of any Indemnitee, and nothing in thi.s. Agreement shall be 

construed to provide indemnification fo r (i) the Failed Bank, (ii) any Subsidi ary or 

Affiliate of the Failed Bank, or (iii) a ny present or former director, officer, employee or 

agent of the Failed B ank or its Subsidiaries or Affiliates; provided that the Receiver, in its 

sole and absolute. di scretion, may provide ind emnification hereund er for any present or 

fo rmer director, officer, empl oyee o r agent of the Failed Bank or its S ubs idiaries or 

Affiliates who is also or becomes a director , officer, employee or agent of the Assuming 

Institution or its Subs idiari es or Affiliates; 

(xii) cl aims or actions whi ch constitute a b reach by the Assuming 

Institution of the representations and warranties contained in Arti cle XI ; 

(xiii) claims aris ing out of or relating to the conditi on of or generated by 

an Acquired Asset arisi ng from or relati ng to the presence, storage or release of any 

hazardous or toxic s ubstance, or any pollutant or contaminant, or conditio n of such 

Acquired Asset which violate any applicable Federal, State or local law or regulation 

concerning enviro nmental protection; and 

(xiv) cl aims based on, related to or arising from any asset, including a 

loan, acquired or liability assumed by the Assuming Institution, other than pu rsuant to 

this Agreement. 

12.2. Conditions Precedent to Indemnification . It shall be a condition precede nt 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 notice to the Regional Counsel (Litigation Bra nch) of the 

Corporation in the manner a nd at the add ress 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; 

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(b) provide to the. Receiver such information and cooperation with respect to 

such claim as the Receiver m ay 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, upo n 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 the defense and effect settleme nt of such 

claim, including without limitation the right to designate counsel and to co ntrol all negotiations, 

litigation, arbitration, settle ments, compromises and appeals of any such cl aim, all of which shall 

be at the ex pense of the Receiver; provided that the R eceiver shall have notified the P erson 

claiming indemn ificatio n in writing th at such claim is a claim with respect to whi ch 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 costs or expenses were incurred upon the written 

directio n of the Receiver ; provided th at the. Receiver sh all not be. obligated to reim burse. the 

amount of any such costs o r ex pe nses unl ess such costs or expenses were incurred upon the 

writte n directio n of the Receiver; 

(f) not release or settl e such claim or make any payment or admission with 

respect thereto, unl ess the Receiver consents thereto; provided that the Receiver shall not be 

obligated to reimburse the amount of any such settle ment or payment unless such settlement or 

payme nt was effected upon the written direction of the Receiver; and 

(g) take s uch reasonable action as the Receiver may requ est in w ntmg as 

necessary to preserve, protect or enforce the rights of the Indemnitee against a ny Primary 

Indemnitor. 

12.3. No Additional Warranty. Nothing in this Arti cle XII shall be constru ed or 

deemed to (a) expand or otherwi se alter any warranty or di scl aimer thereof provided under 

Section 3.3 or any other provision of thi s Agreeme nt with respect to, among other matters, the 

title, value, collectability, genuineness, enfo rceability, documentation, conditi on or freedom from 

liens or e ncumbrances, of any (i) Acquir ed Asset, or (ii)_ asset of the Failed Bank purchased by 

the Assuming Institution subseque nt to the executi o n of this Agreement by the Assuming 

Institu tio n or any S ubsidi ary or Affili ate of the Assuming Institution, or (b) create any warranty 

not expressly provided under this Agreement with respect thereto . 

12.4. Indemnification of Receiver and Corporation. From and after the Bank 

Clos ing Date, the Assuming Instituti on agrees to indemnify and hold harml ess the Corporation 

and the Receiver and their respective directors, officers, employees and agents from and against 

any and all costs,. losses, li abilities, expenses. (including attorneys' fees), judgments, fi nes and 

amounts paid in settl eme nt actuall y and reasonably incurred in connectio n with any of the 

following : 

(a) claims based on any a nd all liabilities or obligations of the Failed Bank 

ass umed by the Assuming Institutio n pursua nt to thi s Ag reement o r subsequent to the execution 

hereof by the Ass uming Ins tituti on or any Subsidiar y or Affili ate of the Assuming Institution, 

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whether or not any such liabilities subsequently are. sold and/or transfened, other than any claim 

based upon any action or inaction of any Indemnitee as provided in Section 12.l(a)(vii) or (viii); 

(b) claims based on any act or omission of any Indemnitee (including but not 

limited to claims of any Person claiming any right or title by or thJOugh the Assuming Institution 

with respect to Acquired Assets transferred to the R eceiver pursuant to Section 3.4 or 

Section 3.6), other than any action or inaction of any lndlemnitee as provided in (vii) or (viii) of 

Section 12.l(a); and 

(c) claims based on any failure of the. Assuming Institution to comply with 

any provision of Article VI. 

12.5. Obligations Supplemental. The obligations of the Receiver, and the Corporation 

as guarantor in accordance with Section 12.7, to provide indemnification under this Article XII 

are to supplement any amount payable by any Primary Indemnitor to the Person indemnified 

under this A rticle XII. Consistent with that intent, the Receiver agrees only to make payments 

pursuant to such indemnification to the extent not payable by a Primary Indemnitor. If the 

aggregate amount of payments by th e Receiver, or the Corporation as guarantor in accordance 

with Section 12.7, and all Primary Indemnitors with respect to any item of indemnification under 

this Article XII exceeds the amount payable with respect to such item, such Person being 

indemnified shall notify the Receiver thereof and, upon the request of the Receiver, shall 

promptly pay to the Receiver, or the Corporation as appropriate, the amou nt of the Receiver's (or 

Corporation's) payments to the extent of such excess. 

12.6. Criminal Claims. Notwithstanding any provisiOn of this Article XII to the 

contrary, in the event that a ny Person being indemnified under this Article XII shall become 

involved in any criminal action, suit or proceeding, whether judicial, adminis trative or 

investigative, the Receiver shall have no obligation he reunder to indemnify such Person for 

liability 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 actio n, suit or proceeding, or (b) such action, 

suit or proceeding is terminated without the imposition of liability on such Person. 

12.7. Limited Guaranty of the Corporation . The Corporation hereby g uarantees 

performance of the Receiver's obligation to indemnify the Assuming Institution as set forth in 

this Article XII. It is a condition to the Corporation's obligation hereunder that the Assuming 

Institution shall comply in all respects with the applicable provisions of this Article XII. The 

Corporation shall be liable h ereunder o nly for such amounts, if any, as the Receiver is obligated 

to pay under the terms of this Article XII but shall fail to pay. Except as otherwise provided 

above in this Sectio n 12.7, nothing in this Article XII is .intended or shall be constru ed to create 

any liability or obligation on the part of the Corporation, the United 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 patties hereto that the obligations undertaken by the Receiver under 

this Article XII are the sole and excl usive responsibility of the Receiver and no other Person or 

entity. 

12.8. Subrogation. Upon payment by th e Receiver, or the Corporation as guarantor in 

accordance with Section 12.7, to any Indemnitee for any claims indemnified by th e Receiver 

Bas ic P&A A greemenl 45 The Freedom State Bank 

V ers io n 6 .2 1' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Fr eedom. OK 
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 thi s Agreement (i ncluding the performance of any obligations or the exercise of 

any rights hereunder) shall be borne by s uch party unless expressly otherwise provided; provided 

that the Assuming In stitution shall pay all fees, costs and expenses (other than attorneys' fees 

incurred by the Receiver) incurred 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 ro utine transaction charges. 

13.2. WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY 

AND UNCONDITIONALLY WAIVES , TO THE MAXIMUM EXTENT PERMITIED BY 

APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN OR TO HAVE A JURY 

PARTICIPATE IN RESOLVING ANY DISPUTE, ACTION, PROCEEDING OR 

COUNTERCLAIM,. WHETHER SOUNDING IN CONTRACT,. TORT OR OTHERWISE, 

ARISING OUT OF OR RELATING TO OR TN CONNECTION WITH THIS AGREEMENT 

OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. 

13.3. Consent; Determination or Discretion. When the consent or approval of a party 

is required under this Agreement, such consent or approval shall be obtained in writing and 

unless expressly otherwise provided, shall not be unreas onably withheld or delayed. When a 

determination or deci sion is to be made by a party under this Agreement, th at party s hall make 

such determination or decision in its reasonable discretion unless expressly otherwise provided. 

13.4.. Rights Cumulative. Except as express ly otherwi se 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 Agreeme nt, any of 

the agreements related thereto or under appl icable law. Any failure to exercise or an y delay in 

exercising any of such rights, or any partial or defective exercise of such rights, shall not operate 

as a waiver or variation of that or any other s uch ri ght, unless expressly otherwise provided. 

13.5. References. References in this Agreement to Recitals, Articles, Sections, 

Schedules and Exhibits are to Recital s, Articles, Sections, Schedules and Exhibits of this 

Agreement, resp ectively. R eferences to p arties are to the parties to thi s Agreeme nt. Unl ess 

expressly otherwise provided , references to days and months are to calendar days and months 

respectively. In any case where a notice or other action i s due on a day which is not a Business 

Day, such notice or other action may be de layed until the next-s ucceedin g Business Day. Article 

and Section headings are for convenie nt reference and shall not affect the meaning 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 shall be. given in writing and provided in 

accordance with the provisions of this Section 13.6, unless expressly otherwise provided. 

Bas ic P&A A greemenl 46 The Freedom State Bank 

V ers io n 6 .2 1' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Fr eedom. O K 
(b) Notice to the Receiver or the Corporation. With respect to a notice under 

this Agreement: 

Federal Deposit Insurance Corporation 

1601 Bryan Street 

Dallas, Texas 7520 1 

Attention: Settleme nt Agent 

In additi on, with respect to notices under Section 4.6, with a copy to: 

In addition, with respect to notice under Article XII: 

Regional Counsel (Litigation Branch) 

1601 Bryan Street 

Dallas, TX 7520 1 

In addition, with respect to communications under Exhibit 4.13, a copy to: 

Federal De posit Insurance Corporation 

1601 Bryan Street 

Dallas, Texas 75201 

Attention: Interim Servi cing M anager, 

(c) Notice to Assuming Institution. With respect to a notice under this 

Agreement: 

Alva S tate Bank & Trust Company 

518 Coll ege Ave. 

PO Box 37 

Alva, OK 737 17 

Attention: Kenn eth Schultz, Pres. & CEO 

with a copy to: Melissa Harzman 

Teleohone:l 


Fax ~...._______. 


13.7. Entire Agreement. This Agreement, includin g the Schedules and Exhibits hereto 

and thereto, embody the entire agreement of the parties 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 d ifferent party hereto on separate counterparts, 

each of whi ch w hen so executed shall be deemed to be an original a nd all of whi ch w hen taken 

together shall constitute one and the same Agreement. 

Basic P&A A greemenl 47 The Freedom State Ban k 


Versio n 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. OK 

13.9. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND 

OBLIGATIONS HEREUNDER S HALL BE GOVERNED BY AND CONSTRUED IN 

ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES OF AMERICA, 

AND IN THE ABSENCE OF CONTROLLING FEDER AL LAW, IN ACCORDANCE WITH 

THE LAWS OF THE STATE IN WHICH THE MAIN OFFICE OF THE FAILED BANK IS 

LOCATED. 

13.10.. Successors and. Assigns. 

(a) Binding on Successors and Assigns; Assignment. All terms and conditions 

of this Agreement shall be bindi ng on the successors and assigns of the Receiver, the 

Corporation and the Ass uming Institution. The Receiver may assign or otherwise transfer this 

Agreement and the rights and obligations of the Receiver hereunder (in whole or in part) to the 

Corporation in its corporate capacity without the consent of Assuming Institution. 

Notwithstanding anything to the contrary co ntained in this Agreement, the Assuming In stitution 

may not assign or otherwise transfer thi s Agreement or any of the Assum ing Institution 's rights 

or obligations hereunder (in whole or in part) without the prior written consent of the Receiver, 

which consent may be granted or withheld by the Receiver in its sole and absolute discretion .. 

(b) No Third Party Beneficiaries. Nothi ng expressed or referred to in this 

Agreement is intended or shall be construed to give any Person other than the Receiver, the 

Corporation and the Assum ing Institution any legal or equitable right, rem edy or claim under or 

with respect to this Agreement or any provis ions contained herein, it being the intent ion of the 

parties hereto that this Agreement, the obligations 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 Person. 

13.11. Modification. No amendment or other modification, rescission or release of any 

part of this Agreement, shall be effective except pursuant to a written agreement subscribed by 

the duly authorized representatives of the parties. 

13.12.. Manner of Payment. All payments due under this Agreement shall be in lawful 

money of the United States of America in immediately available fu nds as each party h ereto may 

specify to the other parties; provided th at in the event th e 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. 

13.13. Waiver. Each of the Receiver, the Corporation and the Assuming Institution may 

waive its respective rights, powers or privi leges under thi s Agreement; provided that such waiver 

shall be in writing; and further provided that no fai lure o r delay on the part of th e Receiver, the 

Corporation or the Assuming Institution to exercise any right, power or privilege under this 

Agreement shall operate as a waiver thereof, nor will any single or partial exercise of any right, 

power o r p ri vilege under this Agreement p reclude any other o r further exercise thereof or the 

exercise of any other right, power or privilege by the Receiver, the Corporation or the Assuming 

Institution under this Agreement, nor will any such waiver operate or be construed as a future 

waiver of such right, power or privilege under this Agreement. 

Basic P&A A greemenl 48 The Freedom State Bank 


Versio n 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. O K 

13.14. Severability. If any provision of thits Agreement is declared invalid or 

unenfo rceable, then, to the extent possible, all of the remaining provisio ns 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 shaH continue in full force and effect 

until the sixth (6th) anni versary of the B ank C losing Date; provided that the provisions of 

Sections 6.3 and 6.4 shall s urvive the expiration of the term of this 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 provisio ns of Section 12.7, shall be in effect for the remainder of the term of 

this Agreement. Expiration of the term of this 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 this 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] 

Basic P&A Agreemenl 49 The Freedom State Bank 


Versio n 6.21' - PVRCIIASilAND ASS\IMI'I"ION.AQRilEMENT Freedom. O K 

IN WITNESS WHEREOF, the part ies he reto have caused this Ag reement to be 

executed by their dul y authorized representat ives as ofthe date first above written. 

FEDERAL DEPOSIT INSURANCE CORPORATION , 

RECEIVER OF THE FREEDOM STATE BANK 

F REEDOM, OKLAHOMA 

BY ~~....--______,1---­

NAME: Keith E. Carson 

TITLE : Receive r ln Cha rge 

Attest: 

FEDERAL DEPOSIT INSURANCE CORPORATI ON < 

BY ~...._____________ ____,INAME: Keith E. Carson 

T ITLE: Atto rney In Fact 

Attest: 

ALVA STATE BANK & T§UST COMPANY 

BY: _J t 

NAME: ke.;-..v-< t" $ c ""' 

• 

v \ n__ 

T ITLE: fv e( u{-e [/L 

Attest: 

Basic P&A Agreement 50 ll1e Freedom Stnlc Bank 


Vmion 6.2 P - PVRC!!ASe AND A SS\!MrJIDN AGREEM ENT Freedom. OK 

SCHEDULE 2.1(a) 

EXCLUDED DEPOSIT LIABILITY ACCOUNTS 

The Freedom State Bank 


Freedom, OK 


The Freedom State Bank has no deposits associated with the Depository Organization (DO) Cede & Co 

as Nominee fo r DT C. The DO accounts do not pass to the Assuming Bank and are excluded from the 

transaction as described in section 2. 1. of the P&A Agreement. The attac hed Schedu le 2.1 .a DO Detail 

Report identifies the DO accounts as of March 28, 2014. This schedule will be updated post closing with 

data as of Bank Closing date. 

None. 

Basic P&A A greemenl 5 1 The Freedom State Ban k 


Vers io n 6 .2 1' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. OK 

SCHEDULE 3.1(h) 

ACQUIRED SUBSIDIARIES 

No ne. 

Bas ic P&A A greement 52 The. Freedom S tate Ban k 


V ersion 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Fr eedom. O K 

I 

SCHEDULE 3.1(n) 


ACQUIRED ASSETS IN OPTIONAL LOAN POOLS 


Note [ Pool [ GL [ GL Code Description Gross [ I N nmhPr NnmhPr f'orlP R~l nrP 

Bas ic P&A A greement 53 The Fre edo m State Ban k 


V ers io n 6 .2 1' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Fr eedom, O K 

I I I I LOANS I 
 I 

Bas ic P&A A greemenl 54 The Fre edo m State Ban k 


V ers io n 6 .2 1' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Fr eedom. O K 

I I I I M()RTr.Ar.F r nA N I 
 I 

Bas ic P&A Agreemenl 55 The Freedo m State Ban k 


V ers io n 6 .2 1' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Fr eedom. O K 

Bas

ic P&A A greemenl 56 The Fre edo m State Ba nk 


V ers io n 6 .2 1' - P VRCIIASEAND ASS\IMI'I'ION AGREEMENT Fr eedom. O K 

I I I I LOANS I 
 I 

Bas ic P&A A greemenl 57 The Freedo m State Ban k 


V ers io n 6 .2 1' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Fr eedom. O K 

I I I I LOANS I 
 I 

Bas ic P&A A greemenl 58 The Freedo m State Ban k 


V ers io n 6 .2 1' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Fr eedom. O K 

Bas

ic P&A A greemenl 59 The Fre edo m State Ba nk 


V ers io n 6 .2 1' - P VRCIIASEAND ASS\IMI'I'ION AGREEMENT Fr eedom. O K 

Bas

ic P&A A greemenl 60 The Freedom State Ban k 


V ersion 6.21' -PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Fr eedom. OK 

Bas

ic P&A A greemenl 61 The Fre edo m State Ba nk 


V ers io n 6 .2 1' - P VRCIIASEAND ASS\IMI'I'ION AGREEMENT Fr eedom. O K 

Bas

ic P&A A greemenl 62 The Fre edo m State Ba nk 


V ers io n 6 .2 1' - P VRCIIASEAND ASS\IMI'I'ION AGREEMENT Fr eedom. O K 

Bas

ic P&A A greemenl 63 The Fre edo m State Ba nk 


V ers io n 6 .2 1' - P VRCIIASEAND ASS\IMI'I'ION AGREEMENT Fr eedom. O K 

Bas

ic P&A A greemenl 64 The Fre edo m State Ba nk 


V ers io n 6 .2 1' - P VRCIIASEAND ASS\IMI'I'ION AGREEMENT Fr eedom. O K 

I I I [ LOANS I I 

I I I I I $8,490,557.87 I 


I I I I I I 


Bas ic P&A A greemenl 65 The Freedo m State Ban k 


V ers io n 6 .2 1' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Fr eedom. O K 

I I I [ LOANS I I 

I I I I I $652,940.87 I 


I I I I I I 


Bas ic P&A A greemenl 66 The Freedo m State Ban k 


Version 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. OK 

SCHEDULE 3.1(o) 

OTHER REAL ESTATE 

None. 

Bas ic P&A A greemenl 67 The Fre edo m State Ba nk 


V ers io n 6 .2 1' - P VRCIIASEAND ASS\IMI'I'ION AGREEMENT Fr eedom. O K 

SCHEDULE 3.2 


PURCHASE PRICE OF ACQUIRED ASSETS 


(a) 	 cash and receivables from deposito ry 

institutio ns, including cas h ite ms in the 

process of collection, plus interest thereon: 

(b) securi ties (excl usive of the capital stock of 

Acquired Subsidiaries a nd FHLB stock) , 

plus interest thereon: 

(c) 	 federal funds sold and repurchase 

ag reements, if any, including interest 

thereon: 

(d) 	 Loans, other than those in Optio nal Loan 

Pools: 

(e) 	 credit card business: 

(f) 	 safe deposit business, safekeeping business 

and trust business, if any: 

(g) 	 Failed Bank Records and other documents: 

(h) Other Real Estate and Loans in Optional 

Loan Pools: 

(i) 	 all repossessed collateral, such as boats, 

motor vehicles, aircraft, trai lers, and fire 

arms 

U) 	 capital stock of any Acquired Subsidiaries 

(subject to Section 3.2(b), and FHLB stock: 

(k) 	 amounts owed to the Failed Bank by any 

Acquired Subsidiaries: 

(I) assets securing Depos its of p ublic money, to 

the exte nt not otherwise purchased 

hereunder: 

(m) 	 overdrafts of custo me rs: 

Book Value 

As provided in Sectio n 3.2(b) 

Book Value 

Book Value 

Book Value 

Book Value 

Book Value 

As set forth on the Bid Form 

Book Value 

Book Value 

Book Value 

Book Value 

Book Value 

Bas ic P&A A greemenl 68 The Freedom State Bank 


Version 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. O K 

(n) 	 rights, if any, with res pect to Qualified 

Financial Contracts: 

(o) 	 rights of the Failed Bank to have loan 

servicing provided to the Failed Bank by 

others and related co ntracts: 

(p) 	 Personal Computers and Owned Data 

Management Equipment: 

(q) 	 Safe Deposit Boxes 

Assets subject to an option to purchase: 

(a) 	 Bank Premises with a fixed price: 

All other Bank Premises 

(b) 	 Furniture 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 the Bid Form 

Fair Market Value 

Fair Market Value 

Fair Market Value 

Fair Market Value 

Fair Market Value 

Basic P&A A greemenl 69 The Freedom State Ba nk 


Version 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. O K 

SCHEDULE 3.5(1) 

EXCLUDED SECURITIES 

THE FREEDOM STATE BANK · FABRIC · SEUCURITIES PORTFOLIO as of 3· 28·2014 

•The pricing source is FT Interactive Data through RemotePlus unless otherwise noted. 

FDIC 

RETAINED OR ~NAL I COUPON IIORI~NAL ISSUE II MATURITY ·I :1

JACKET# YIN CUSIP I ASSET NAME/DESCRIPTION I FACE/PAR RATE DATE DATE BOOKVALUE 

y 


y 


y 


Basic P&A Agreemenl 70 T he Freedom State Bank 


Version 6.21' - PVRCIIASEAND ASS\IMI'I"ION AGREEMENT Freedom. OK 

SCHEDULE 4.1(b) 


BANK PREMISES IN UNDERSERVED AREAS 


None. 

Basic P&A A greemenl 71 The Freedom State Ban k 


Version 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Fr eedom. OK 

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Basic P&A Agreement 73 The Freedom State Bank
 

Version 6.2P – PURCHASE AND 

ASSUMPTION AGREEMENT Freedom, OK
 
SCHEDULE7 


Accounts. Excluded from Calculation of Deposit Franchise Bid Premium 

The Freedom State Bank 

Freedom, OK 

The accounts identified below will pass to the Assuming Institution (unless otherwise noted). 

When calculating the premium to be paid on Assumed Deposits in a purchase and assumption 

transaction, the FDIC will exclude the followi ng categories of deposit acco unts: 

CategmJ /Je~cription Amount 

I Non-DO Brokcred Deposits $0_ ,_,_._ 

II CDARS $0_ ,_ ,_._ 

III Market Place Deposits $0_ ,_,_._ 

Total de osits excluded rom calculation o 1remium $0 

Category Description 

I. Brokered Deposits 

Brokered deposit accounts ar e accounts for which the "depositor of record" is an agent, nominee 

or custodian who deposits f unds for a principal or princ ipals to whom " pass-through" deposit 

insurance coverage may be exte nded . The FDIC separates brokered deposit accounts into two 

categories: 1) Depository Organization (DO) Brokered Deposits and 2) Non-Depository 

Organization (Non-DO) Brokered Deposits. This distinction is made by the FDIC to facilitate 

our ro le as Receiver and Insurer. These terms will not appear on other "brokered deposit" 

reports generated by [Fai led Bank]. 

Non-DO Brokered Deposits pass to the Assuming 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" fo r a listin g of these acco unts. This list will be updated post 

closing with balances as of the Bank C losing Date. 

If The Freedom State Bank 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 umin g In stitution, but are excluded from Assumed Deposits 

when the deposit premium is calcul ated . 

The Freedom State Bank did not participate in the CDARS program as of the date of the deposit 

download. If CDARS deposits are taken between the date of the deposit download and the Bank 

C losing Date, they will be identified post closi ng and made part of Schedul e 7 to the Purchase 

and Assumption Agreement. 

III. Market Place Deposits 

Bas ic P&A A greemenl 74 The Freedom State Bank 


Version 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. O K 

"Market Place Deposits" is a description given to depos its th at may have been solicited via a 

mo ney desk, internet subscription service (for exampl e, QwickRate®) , or simi lar progra ms. 

The Freedo m State Bank does not have QwickRate® deposits as identified above. 

The deposit franchise bid premium will be calc ulated us ing account categories and balances as of 

the Ba nk C losing Date that are reflected in the general ledger or subsystem as described above. 

The final numbers for Schedule 7 will be provided post closing. 

Basic P&A A greemenl 75 The Freedom State Bank 


Versio n 6.21' - PVRCIIASEAND ASS\IMI'I'ION AGREEMENT Freedom. O K 

EXHIBIT 2.3A 

FINAL LEGAL NOTICE. 


Cla iming Requirements for Deposits 


Under 12 U.S.C. 1822(e) 


[Date] 

[Name of Unclaimed Depositor] 

[Address of Unclaimed Depositor] 

[Anytown, USA] 

Subj ect: [XXXXX - Name of Bank 

City, State] - In Receivershi p 

Dear [Sir/Ma dam]: 

As you may know, on [Date: Closing Date], the [Name of Bank ("The Bank")) was closed and 

the. Federal Deposit Insurance. Corporation ("FDIC") transferred [The Bank's] accounts to [Name of 

Assuming Institution]. 

According to federal law under 12. U.S.C., 1822(e), on [Date: eighteen months from the 

Closing Date], [Name of Assuming Institution] must transfer the funds in your account(s) back to the 

FDIC if you have not claimed your account(s) with [Name of Assuming Institution]. Based on the 

records recently supplied to us by [Name of Assuming Institution], your account(s) cuJTently fall into 

this category. 

This letter is your formal Legal Notice that you hav·e until [Date: eighteen months from the 

Closing Date], to claim or arrange to continue your account(s) with [Name of Assuming Institution]. 

There are several ways that you can claim your account(s) at [Name of Assuming Institution]. It is only 

necessary for you to take any one of the fo llowing actions in order for your account(s) at [Name of 

Assuming Institution] to be deemed claimed. In addition, if you have. more than one account, your 

claim to one acco unt will auto matically clai m all accounts: 

1. 	 Write to [Name of Assuming Institution] and notify the m that you wish to keep your account(s) 

active with them. Please be sure to include the name of the account(s), the account number(s), the 

signature of an authorized signer on the account(s), na me, and address. [Name of Assuming 

Institution] address is: 

[123 M a in S treet 


Anytown, USA] 


2. 	 Execute a new signature card o n your account(s), enter into a new deposit agreement with [Name of 

Assuming Institution], change the ownership on your account(s), or renegotiate the terms of your 

certificate. of deposit account(s) (if any). 

3. 	 Provide [Name of Assuming Institution] with a change of address form. 

Bas ic P&A Agreemenl 76 The Freedom State Bank 


Version 6.21' - PVRCIIASEAND ASS\IMI'riON AGREEMENT Freedom. O K 

4. 	 Make a deposit to or withdrawal from your account(s). This includes writing a check on any account 

or having an automatic direct deposit credited to or an automatic withdrawal debited from a n account. 

If you do not want to continue your account(s} with [Name of Assuming Institution] for any 

reason, you can withdraw your fu nds and close your account(s). Wi thdrawing funds fro m o ne or more of 

your account(s) satisfies the. federal law claiming requirement. . If you have time. deposits, such as 

certificates of deposit, [Name of Assuming Institution] can advise you how to withdraw them without 

being charged an interest penalty for early withdrawal. 

If you do not claim ownership of your account(s) at [Name of Assuming Institution by Date: 

eighteen months from the Closing Date] federa l law req uires [Name of Assuming Institution] to. 

return your deposits to the FDIC, which will deli ver them as unclaimed property to the State i ndicated in 

your address in the Failed Institution' s records. If your address is o utside of the United States, the FDIC 

will deliver the. deposits to the State. in which the Failed Institu tion 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 deli very 

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 termi nated. If you have not claimed your insured dep osits before 

the receivership is terminated, and a receivership may be terminated at any time, all of your rig hts in those 

deposits wi ll be barred. 

lf you have any q uestions or concerns about these items, please contact [Bank Employee] at 

[Name of Assuming Institutio n] by phone at [(XXX) XXX-XXXX]. 

Sincerely, 

[Name of Claims Specialist] 


[Title] 


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EXHIBIT 2.3B 


AFFIDAVIT OF MAILING 


AFFIDAVIT 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 b e prepared 

for deposit in the mail of the United States of America on behalf of the Federal Deposit Insurance 

Corporatio n. A list of deposito rs to whom the notice was mailed is attached. This notice was mail ed to 

the depositor's last address as reflected on the books and records of the [Name of Failed Bank] as of the 

date of failure. 

[Name] 


[Title of Office] 


[Name of Assuming Institution] 


Subscribed and sworn to before me this ___d.ay of [Month, Year]. 

My commission expires: 

[Name], Notary Public 

Bas ic P&A A greemenl 78 The Freedom State Bank 


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EXHIBIT 3.2(c) 


VALUATION OF CERTAIN 


QUALIFIED FINANCIAL CONTRACTS 


A. 	 Scope 

Interest Rate Contracts - All interest rate swaps, forward rate agreements, interest rate 

futures, caps, collars and floo rs, whether purchased or written. 

Option Contracts - All put and call option contracts, whether purchased or written, on 

marketable securities, financial fu tures, foreign c urrencies, foreign exchange or foreign 

exchange futures contracts. 

Foreign Exchange Contracts - All contracts for future purchase or sale of foreign 

currencies, foreig n currency or cross currency swap contracts, or foreign exchan ge 

futures contracts. 

B. 	 Exclusions 

All financial contracts used to hedge assets and liabilities that are acquired by the 

Assuming Institution but are not subj ect to adjustment from Book Value. 

C. 	 Adjustment 

The difference between the Book Value and market value as of the Bank Closing Date. 

D. 	 Methodology 

L. The price at which th e Assumi ng Institution sells or di sposes of Qualifi ed 

Financial Contracts will be deemed to be the fair market value of such contracts, 

if such sale or disposition occurs at prevailing market rates within a predefined 

timetable as agreed upon by th e Assuming In stitution and the Receiver. 

2. In valuing all other Qualified Financial Contracts, the following principles 

will apply: 

(i) 	 All known cash flows under swaps or forward exchange contracts shall be 

present valued to the swap zero co upon interest rate curve. 

(ii) All valuations shall employ prices and interest rates based on the actual 

frequency of rate reset or payment. 

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(iii ) 	 Each tranch e of amortizing contracts shall be separately valued. The total 

value of such amorti zing co ntract shall be the sum of the values of its 

co mponent tranches. 

(iv) 	 For regularly traded contracts, valuations shall be at the midpoint of the 

bid and ask prices quoted by cus to mary sources (e.g., The Wall Street 

Journ al, Telerate, Reuters or other similar source) or regularly traded 

exchanges. 

(v) 	 For all other Qualified Financial Contracts where published market quotes 

are unavailable, the adjusted price shall be the average of the bid and ask 

price quotes from three (3) securities dealers acceptable to the Receiver 

and Assuming ins titution as of the Bank Closing Date. If quotes from 

securiti es. dealers cannot be. obta ined,. an app raiser acceptable to the 

Receiver and the Assuming Institution will perform a valuation based on 

modeling, correlation analysis, interpolation or other techniques, as 

appropriate. 

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EXHIDIT4.13 

INTERIM ASSET SERVICING ARRANGEMENT 

This Interim Asset Servicing Arrangement is made pursuant to and as of the d ate of that 

certain Purchase a nd Ass umption Agreement (the "Purchase and Ass umption Agreement") 

among the Receiver, the Ass uming Institution and the Corporation, to which this An an gement is 

attached . Capitalized terms used and not otherwise defi!ned in this Exhibit 4 .13 shall have the 

meanings assigned to such terms in the Agreement. 

(a) With respect to each asset or liability designated from time to time by the 

Receiver to be ser viced by the Assuming Institution pursuant to this Interim Asset Servicing 

Arrangement (the "Arrangement"), including any assets or liabilities sold or conveyed by the 

Receiver to any party oth e r than the Assuming Instituti on (any such party, a "Successor 

Owner") but with respect to which the Receiver has an obligation to service or provide servicing 

support (such assets and lia bilities, the "Pool Assets"), for certain loans (the "Loans") during the 

term of th is Arrangement th e Assu ming Instituti o n shall service or provide servicing support to 

the Pool Assets as described in this Exhibit 4 .13. 

If the Assuming. Institution is an approved or qualified servicer for any government 

sponsored entity (each, a " GSE") and if any of the Loans are owned by a GSE, the Assuming 

Institution shall service o r provide servi cing suppo rt for the Loans owned by a GSE in 

accordance wi th the guidelines promulgated by and its agreements w ith the applicable GSE. If 

the Assuming Institution is not an approved o r qu ali fied servicer fo r a GSE or the Loans are not 

owned by a GSE, the n the Assuming Institution shall service or provide servicing support for the 

Loans in accordance with the fo llowin g: 

(i) promptly post and apply payments received to the applicable system of 

record ; 

(ii) reverse and return insufficient funds checks; 

(iii) pay (A) participation payme nts to parti cipants in Loans, as a nd when 

received ; (B) tax and insurance bills, as they come due, o ut of any escrow funds maintained fo r 

such purposes; and (C) unfunded commitments and protective advances out of any escrow funds 

created for such purposes; 

(iv) process funding draws under Loans and protective advances in connection 

with collateral and acquired property, in each case, as and to the extent authorized and funded by 

the Receiver; 

(v) maintain in use all data processing equipment and syste ms and other 

systems. of record on which any activity with respect to any Pool Assets. are, or prior to the Bank 

Closing Date, were, recorded , and maintain all hi storical d ata o n any such systems as of the Bank 

Closing Date and not, without the express consent of the Receiver (whi ch co nsent must be 

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sought at least sixty (60) days prior to taking any action), deconvert, remove, transfer or 

otherwise discontinue use of any of the Failed Bank' s systems of record with respect to any Pool 

Asset; 

(vi) maintain accurate records reflecting (A) payments received by the 

Assuming In stitution, (B) info rmation received by the Assuming Institution concerning changes 

in the address or identity of any Obligor and (C) other servicing actions taken by the Assuming 

Institution, including checks returned for insufficient funds; 

(vii) send ( A) billing state ments to Obligors 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 Receive r) ; 

(viii) employ a sufficient number of qualified employees to provide the services 

required to be provided by the Assuming Institution purs uant to this Arrangement (with the 

number and qualifications of such employees to be not less than the number and qualifications of 

employees employed by the Failed Bank to perform such functions as of th e Bank Closing Date); 

(ix) hold in trust any Credit Files and an y servicing files in the possession or 

on the premises of the Assuming Institution for the Receiver or the Successor Owner (as 

applicable) and seg regate from the other books and records of the Assuming Institution and 

appropriately mark s uch 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 c losed bank name and number), Attn: 

Interim Servicing Manager , at th e e mail 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 delivery: (A) on a weekly basis, weekly reports, including, without limitation, 

reports refl ecting collections a nd trial balances, and (B) a ny other reports, copies or information 

as may be requested fro m tim e to time by the Receiver, including, if requested, copies of (l) 

checks or other remittances received, (2) insufficient funds checks returned, (3) checks or other 

remittances for payme nt to participants or for taxes, insurance, fu nding advances and protective 

advances, (4) pay-off request s, and (5) noti ces to defaulted Obli gors; 

(xi) remit on a weekly basis to the Receiver (indicating closed bank nam e and 

number), Attn : ORR Cashier Unit, Business Operations Support Branch, in the same manner as 

provided in paragraph (a)(x), via wire transfer to the account designated by the Rece iver, or to 

such other person at s uch other address and/or account as the Receiver may designate, all 

payments received; 

(x ii) prepare and timely file all informat ion reports with appropriate tax 

authorities, and, if requ ested by the Receiver , pre pare and fil e tax returns and remit taxes due on 

or before the due date; 

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(xiii) provide and furnish such other services, operations or function s, including, 

without limitation, with regard to any bus iness, enterprise or agreement which is a Pool Asset, as 

may be requested by the Receiver; 

(xiv) establish a custodial account for the Receiver and for each successor 

owner at the Assuming Inst itution, each of which shall be interest bearing, titled in the name of 

Assuming Institution, in trustt for the Receiver or the successor owner (as applica ble), in each case 

as the owner, and segregate and hold all funds collected and received with respect to the Pool Assets 

separate and apart from any of the Assuming Institution's own funds and general assets; and 

(xv) no later than the end of the second Business Day following receipt thereof, 

deposit into the applicable custodial 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 other 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 refe rred to above in paragraph (a)(x), of any claims or legal actions 

regarding any Pool Asset. 

(b) In consideration for the prov1s1on of the services provided pursuant to thi s 

Arrangement, the Receiver agrees to reimburse the Assuming Institution for the actual, 

reasonable and necessary expenses incurred in connection with the performance of its duties 

pursuant to this Arrangement, 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 servic ing duties). 

(c) The Assuming Institution shall provide the services described herein for a term of 

up to three hundred sixty-five (365) days after the Bank Closing Date. The Receiver may 

terminate the Arrangement at any time upon not less than sixty (60) days notice to the Assuming 

Institution without any liability or cost to the Receiver other th an the fees and expenses due to 

the Assuming Institution as of the termination date pursuant to paragraph (b) above. 

(d) At any time during the te rm of this Arrangement, the Receiver may, upon not less 

than thirty (30) days prior written notice to the Assuming Institution, remove one or more Pool 

Assets, and at the time of such removal the Assuming Institution's responsibility with respect 

thereto shall terminate. 

(e) At the expiration of this Anangement or upon the tennination of the Assuming 

Institution' s responsibility with respect to any Pool Asset purs uant to paragraph (d) hereof, 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 

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(ii ) cooperate wi th the Receiver to faci l itate the orderly transition of managing 

the Pool Assets to the Receiver or its designees (including, without limitatio n, its 

co ntractors and persons to which any Pool Assets are conve yed). 

(f) At the request of the Receiver, the Assuming Institution shall perform such 

transitional services with rega rd to the Pool As sets as the Receiver may request. T rans itional 

services. may incl ude, without limitation,. assisting 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 

regarding the Pool Assets, includ ing, without limitation, system reports and data d ow nloads 

sufficient to tra nsfer the Pool Assets to another system or systems and to facilitate du e diligence 

by actu al and potential successor owners, and (ii) access to employees of the Assuming 

i nstitution i nvolved in the manageme nt of, or otherwise familiar with, the Pool Assets. 

(g) U ntil such time as the Arrangement expires or is terminated, without limitation of 

its obligations set forth above or in the P urchase and A ssumption Agreement and witho ut any 

addi tional consideratio n (other th an that set forth in paragraph (b) above), the Assuming 

Institutio n shall provide the Receiver and its des ignees (inclu ding, without limitatio n, its 

contractors a nd actual and potential s uccessor owners) with the fo llowing, as the same may be 

requested: 

(i) access to and the ab ility to obtain ass istance and information from 

personnel of the Assuming Institu tion, includi ng former personnel of the Failed Bank and 

perso nnel of third party co nsultants; 

(ii) access to and th e ability to use and download information fro m data 

processing sys te ms a nd other systems of record on which information regar ding Pool 

Assets or any assets transferred to or li abilities assumed by the Assuming In s titution is 

stored or main tained (regardless of whether information with respect to other assets or 

liabili ties is also stored or maintained thereon); and 

(iii) access to and the ability to use and occupy office space (including parking 

facilities and vault space), facilities, utilities (i ncluding local telephone service and 

facs imile machi nes), furni ture, equ ip ment (incl udi ng photocopying and facsimile 

machines), and techno logy and connectivity (including email accounts, network access 

and technology resources such as shared drives) in the Bank Premises occupied by the 

Assuming Institutio n. 

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