PURCHASE AND ASSUMPTION AGREEMENT 


ALL DEPOSITS 


AMONG 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


RECEIVER OF TRUST COMPANY BANK, 


MEMPHIS, TN, 


FEDERAL DEPOSIT INSURANCE CORPORATION 


AND 


THE BANK OF FAYETTE COUNTY, 


PIPERTON, TN 


DATED AS OF 


APRIL 29, 2016 


Basic P&A A greement Trusr Company Bank 


Versio n 7.2 - P uRCHASil t\NllA SSIJMI' I'ION AGRI!h~IE T Memphis. TN 

ARTICLE I. GENERAL ................................................ l 


1.1 	 Pwpose .... ... .............................. ...... ........ .... ............. . "! 


1.2 	 rReserved] ... ............................... ........ .. ........... .......... l 


1.3 	 Defined Terms ............................................... ........... 2 


ARTICLE D. ASSUMPTION OFLIABILITIES ....... 10 


2.1 	 Liabilities Assumed by Assumin g Institution ...... ... 10 


2.2 	 lnterest o n Deposit Liabilities ................................. J2 


2.3 	 Unclaimed Deposits ........................... ... ..... ............. J2 


2.4 	 Employee Plans . ............ ............ ................ ... .......... J3 


ARTICLE UI. PURCHASE OF ASSETS ...................... I3 


3.1 	 Assets Purc hased by the Assuming l nstimtion ....... J3 


3.2 	 Asset Purchase Price........................... .................... l4 


3.3 	 Manner of Conveyance: Limited Warranty: 


Nonrecourse; Etc ....... ... ........................ ... ............... J5 


3.4 	 Puts of Assets to the Rece iver. ................................ 16 


3.5 	 Assets Not Purchased by Assumi ng Institution ...... .18 


3.6 	 Retention or Repurchase of Assets Essential to 


Receive r ......... ......................................................... 20 


3.7 	 Receiver's Offer to Sell W ithheld Loans ................20 


ARTICLE IV. ASSUMPTION OF CERTAIN DUTIES 


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


4. 1 	 Continuation of Banking Business..........................21 


4.2 	 Cre dit Card Business .................................. ............ 22 


4.3 	 Safe Deposit Busi ness .... . .................................... .... 22 


4 .4 	 S a fe kee ping Business ................... ......... .... .... ......... 22 


4 .5 	 Trust Busin ess ................................ ...... .... ............... 22 


4.6 	 B ank Premises ........................ ... .......... ................... 23 


4.7 	 Agreement w ith Respect to Leased Data 


Manageme nt Equipment ............ ............................. 27 


4.8 	 Certain Existing Agreements .................................. 28 


4 .9 	 Informational Tax Reporting ............. ......... ............ 29 


4.10 	 Insurance...................... ........................................... 29 


4.11 	 Office Space for Receiver and Corporation: Certain 


Pay me nts ......... ........................................................ 30 


4.12 	 Continuation of Group Health Pla n Coverage for 


Fo rmer Employees of the Failed Bank ................... 31 


4. 13 	 Interim Asset Serv ic ing ............. .... ................ ......... 32 


ARTICLE V. DUTlES WITH RESPECT TO 


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


5.1 	 Payme nt of Checks, Drafts, Orders and D eposits ... 32 


5.2 	 Certain Agreements Re late d to Deposits .............. .. 32 


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


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


6.1 	 Transfer of Failed Bank R ecords ............... .... .... .....33 


6.2 	 [Rc~c ved) .......... .......... ............................ ... ............ 33 


Basic P&A Agrcemcnl 


Version 7.2- l'll~qi : AND I\$S\IMPTION AC;Riif MHNT 


PURCHASE AND ASSUMPTION AGREEMENT 


TABLE OF CONTENTS 


6.3 Preservation o f Records ...... .... . ...... ......................... 33 


6.4 A ccess to Records; Cop ies .... .. .............. .. .. ...... ....... 34 


ARTICLE VIT. BID; INITIAL PAYMENT ................... 34 


ARTICLE VIII. ADJUSTMENTS.................................... 35 


8.1 	 Pro Forma Statement............... .. ............................. 35 


8.2 	 Correction of Errors and Omjssions; Othe r 


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


8.3 	 Payme nts ............. ....................................... ............ 36 


8.4 	 rnte rest............................ ...... .................................. 36 


8.5 	 Subsequent Adjustments ........................................ 36 


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


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


9.2 Additional Title Documents ................................... 36 


9.3 Claims and Suits ...... ................................ ...... ......... 36 


9.4 	 Payme nt ofDeposits.................. ...... .... .... ........ .. ..... 37 


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


9.6 	 Proceedings with Respect to Certain A ssets and 


Liabilities..................... ......... ... ......... ................ ...... 37 


9.7 	 Infor mation................. .. .. ......... .... ... ................. ....... 38 


9.8 	 Tax Rul ing ............................ ............ ...................... 38 


9.9 	 Limited Power of Attorney ............ .... .. ................... 38 


ARTICLE X. CONDITION PRECEDENT ................. 38 


ARTICLE XI. REPRESENTATIONS AND 


WARRANTfES OF THE ASSUMlNG INSTITUTION. 39 


11.1 Co rporate Existence a nd Autho rity ............... .. ....... 39 


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


I1.3 Execution a nd Enforceability .......................... ....... 39 


11.4 Compliance with Law ... ...................... ................ ... 39 


11 .5 lns ure d or Guarantee d Loans ....... ... ....................... 40 


11.6 Representations Re main Tme ................ .... ....... ... .. 40 


11.7 No Reliance; I ndepe ndent Advice .......................... 40 


ARTlCLE XII INDEMNIFICATION ........................... 40 


12.1 lnde mnification of IJ1demnitees...... .... . ................ ... 40 


12.2 Cond itions Precedent to Indemnificatio n ............... 43 


12.3 No Additional Warranty .................................. ....... 44 


12.4 Indemnifi cation of Receiver and Corpora tion ........ 44 


12.5 Obligations Supplemental ...................................... 44 


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


12.7 Limited Guaranty of the Corporation ......... ........ .... 45 


12.8 S ubrogation ................ .... ......... ................ ............... 45 


ARTICLE XJTI. MISCELLANEOUS............................... 45 


13. 1 Expenses.................................... ...... .... ... ..... .. ......... 45 


13.2 Wa iver ofJury Trial ................... ................... ......... 45 


13.3 Consent; Dete rmination o r Disc re tion .................... 46 


13.4 Rig hts Cumulative.. ... ........ ...... ... ............................ 46 


Trusl Company 8imk 

Memphis. TN 
13.5 References ..................................................... .........46 13. 12 Manner of Payment .... ............... ................. ............ 48 


13.6 Notice..... ............................. ... .... ......................... ....46 13. 13 Waiver .................................................. .................. 48 


13.7 Entire Agreement....................... ........ .....................47 13. 14 Severability ............................................................ 48 


13.8 Counterparts............................................................47 13.15 Term of Agreement ................... ...................... ....... 48 


13.9 Governing Law .......................................................47 13. 16 Survival of Covenants, Etc.................. ....... ............ 48 


13.10 Successors.................................. .............................47 13.17 Right of Receiver or Corporation to Audit............. 48 


13. 11 Modification ........................................................... 48 


SCHEDULES 

Page 


Excluded Deposit Liability Accounts................................................................... Schedule 2.l (a) 51 


Acquired Subsidiaries ................................ ............... ................. ............... ............Schedule 3.l(h) 52 


Acqu ired Assets in Optional Loan Pools ............................................. ................Schedule 3.1 (n) 53 


Other Real Estate .................................................................................................Schedule 3.l(o) 54 


Purchase Price of Acquired Assets ............................... ........................................ .... Schedule 3.2 55 


Excluded Securities .................................................................. ............................ Schedule 3.5(1) 57 


Bank Premises in Underserved Areas ............................................... .......... .........Schedule 4.l (b) 58 


Data Retention Catalog................................................................ ......... .................... Schedule 6.3 59 


Accounts Excluded from Calculation of Deposit Franchise Bid Premium................. Schedule 7 61 


EXIDBITS 

Page 


Final Legal Notice ..... ................... ................... ................ ......... ................... ............. Exhibit 2.3A 63 


Affidavit of Mail ing ................................................................................................. Exhibit 2.3B 65 


Valuation of Certain Qualified Financial Contracts ................................................Exhibit 3.2(c) 66 


Interim Asset Servicing Arrangement ............... .......................... .............................. Exhibit 4.13 68 


Basic P&t\ Agrcemcot ii Trust Company Bank 


Ve rsion 7.2 - PII RI'HASP !\Nil t\SSU W[ ON A t.ISEPMP.NT Mcmphb. TN 

PURCHASE AND ASSUMPTION AGREEMENT 


ALL DEPOSITS 

THIS AGREEMENT, made and entered into as of the 29U1 day of April, 20 16, by and 

among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of TRUST 

COMPANY BANK, MEMPHIS, TN (the "Receiver"), THE BANK OF FAYETTE 

COUNTY, organized under the laws of the State of Tennessee, and having its principal place of 

business in Piperton, TN (the "Assuming Institution"), and the FEDERAL DEPOSIT 

INSURANCE CORPORATION, organized under the laws of the United States of Amelica and 

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

"Corporation"). 

RECITALS 

A. On the Bank Closing Date, the Chartering Authority closed Trust Company Bank (the 

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

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

and other Uabi lities of the Failed Bank on the terms and conditions set forth in thjs Agreement. 

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

Assuming Institution to facilitate the transactions contemplated by this 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 subject to the conditions set forth in this 

Agreement. 

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

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

deposits in the Failed Bank and is the least costly to the deposit insurance f und of all possible 

methods for meeting such obl igation. 

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

valuable consideration, the parties hereto agree as foUows: 

AGREEMENT 

ARTICLE I. GENERAL. 

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

among othe r things, the terms and condi.tions on which the Assuming Institution purchases 

certain assets and assumes ce1tain liabilities of the Failed Bank. 

1.2. [Reserved.] 

Basic P&A A greement Trusr Company Bank 


Version 7.2 - PURC"HASil t\Nll A SSIJMI' I"ION AGRI! IE T Memphis. TN 

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

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

singular include the plural and vice versa. 

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

schedules which support the general ledger bal ances. 

"Acquired Assets" means all assets of the Failed Bank purchased pursua nt to thi s 

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

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

"Acquired Subsidiary" or "Acquired Subsidia ries" means one or more, as applicable, 

Subsidiaries ofthe Failed Bank acquired pursuant to Section 3. 1. 

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

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

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

"affili ate" is defined in § 2(k) of the Bank H olding Company Act of 1956, as amended, 

12 u.s.c. § 1841. 

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

Assuming Institution, the 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 tlli s Agreement. 

"Bank C losing Da te" means the close of business of the Failed B ank on the date on 

which the Chartering Authority closed such :institution. 

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

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

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

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

formerly been utilized, are currently u tilized , or as of the Bank Closing Date, are intended to be 

utilized in the f uture by the Failed Bank as shown on the Failed Bank Records, but does not 

i.nclude those premises used for Mottgage Operations located in (i) 3011 Greystone Square in 

Jackson, Tennessee, (ii) Carrboro, North Carolina, and (iii) Evansville, Indiana. 

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

the date selected by the Assuming lnstitution to surrender such Bank Premises to the Receiver, 

which date shal1 be no later than the fin>t day after the Receiver is satisfied that all of the 

conditions for surrender 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 

clays after the Bank Closing Date. 

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

Basic P&A Agrcemcnl 2 TmSI Company Bank 

vc.·sion 7.2 - P URC'HASil t\NllA SS(IMI'I'ION AGRI!h~IENT Memphis. TN 
"Bid Form" means Exhibit "A'' to the bid instructions provided to the Assuming 

Institution. 

"Bid Valuation Date" means February 8, 20 I 6. 

"Board" has the meaning set forth in Recital D. 

"Book Value" means, with respect to any Acquired Asset and any LiabiUty 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 adjustments, chargeoff adjustments as provided in Section 8. 1 o r correction s and for setoffs, whethe r voluntary or 

involuntary. The Book Value of an Acquired Subs idiary shall be determined from the 

investment in s ubsidiary and related accounts on the "bank only" (unconsolidated) balance sheet 

of the Failed Bank based on the Equity Method of Accounting. Without limiting the generality 

of the foregoing, (i) the Book Value of a LiabiUty Assumed shall include all accrued and unpaid 

interest thereon as of the B ank C losing Date, and (ii) the Book Value of a Loan shall reflect 

adjustments for earned interest, or unearned interest (as it relates to the "rule of 78s" or add-oninterest loans, as applicable), if any, as of the Bank Closing Date, adjustments for the portion of 

eam ed or unearned loan-re lated credit life and/or disability insurance premiums, if any, 

attributable to the Failed Bank as of the Bank Closing D ate, and adjustments for Failed Bank 

Advances, if any, in each case as determined for financial reporting pur poses. The Book Value of 

an Acquired Asset shall not include any adjustment for loan premiums, discounts or any related 

deferred income, fees or exp enses, or general or sp ecific 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 Autho•·ity" means (i) with respect to a n ational bank, a Federal savings 

association or savings bank, the Office of the Comptroller of the Cunency, (i i) with respect to a 

bank or savings institution chartered by a State, the agency of such State charged with primary 

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

the Corporation in accordance w ith 12 U.S.C. § 1821(c)(4), with regard to self-appointment, or 

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

"Commitment" means the unfunded portion of a line of credit or 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 C losing Date, other 

than extensions of credit pursuant to the credit card business and overdraft protection plans of the 

Failed Bank, if any. 

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

"Counterclaim" has the meaning set forth in Section 12 .1(b). 

"Credit Documents" means the agreements, instr uments, certificates or other documents 

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

security for, a Loan, including without limitation notes, 'bonds, loan agreements, letter of credit 

Basic P&A Agrcemcnl 3 TmSJ Company Bank 

Vc,·sion 7.2 - PURC'HASil ,,r;, A SS(JMI' I'ION AGRI!h~IE T Memphis. TN 
applications, lease financing contracts, banker's acceptances, drafts, interest protection 

agreements, cunency exchan ge agreements, repurchase agreements, reverse repurchase 

agreements, guarantees, deeds of trust, mortgages, assignments, security agreements, p ledges, 

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

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

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

substitutions with respect to any of the foregoing. 

"Credit File" mean s all Credit Doc uments and all other credit, collateral or insurance 

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

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

documents. 

"Deposit" means a deposit as defined in 12 U.S .C. § 18 13(1), including without 

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

included in the deposito rs' balances and cred ited on the Failed Bank Records; provided that the 

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

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

or contingent liability of any depositor arisin g from an u nauthorized or unlawful transaction, or 

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

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

whether or not the amount of the liability is or can be determined as of the Bank Closing Date. 

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

Assumed Deposi ts or deposits at other insured depository institutions. 

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

mail (whether on an exchange or other simjJ.ar system), any data on personal computer s and any 

data on server hard drives. 

"Eligible Individual s" has the meaning set forth in Section 4.12. 

"Eligible Overdraft'' means a n overdraft that (J) was in existence on the Bank Closing 

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

protection p lan 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 s ubsidiary's earnings or losses and decreased by the amount of 

cash dividends or similar dis tributions received from the subsidiary. Acquired Subsidiaries with 

negative equity will be restated to $1 pursuant to the Equity Method of Accounting. 

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

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

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

lien position, (ii) pay ad valorem taxes and hazard insurance and (iii) pay prem.iums for credit 

life insurance, accident and health insurance and vendor's single interest insurance. 

Basic P&A Agrcemcnl 4 TmSI Company Bank 

vc.·sion 7.2 - P URCHASil t\NllA SS(IMI'I'ION AGRI!h~IENT Memphis. TN 
"Failed Bank Assessment Area" means the most recent Community Reinves tment Act 

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

"Failed Bank Records" means reco rds as defined in 12 C.F.R. § 360.11 (a)(3). 

"Fair Market Value" means: 

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

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

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

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

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

definition are the assumed consummation of a sale as of a specifi ed date and the passin g of title 

from seller to buyer under conditions whereby: 

(i) Buyer and seller are typically motivated; 

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

consider their ow n best interests; 

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

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

arrangemen ts comparable thereto; and 

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

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

associated with the sale; 

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

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

with respect to Bank Premises (to the extent, if any, that Bank Pre mises are purchased 

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

C losing Date by a n appraiser selected by the Receiver w ithin seven (7) days afte r the Bank 

C losing Date, and with respect to Specialty Assets, s hall be determined by an appraiser selected 

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

(b) with respect to property other than B ank P remises and Specialty Assets purchased 

utilizing this valuation method, the price therefor as established by th e Receiver, as determined 

in accordance with clause (a) above. 

"FDIC Office Space" has the meaning set forth in Section 4 .11. 

"Final Legal Notice" has the meaning set forth in Section 2 .3(a). 

"Fixtures" means th ose leasehold i mprovements., additions, alterations and installations 

consticuting all o r a part of Bank Premises (incl uding without limi tation automated teller 

machines that are affixed to a Bank Premises and may be not removed witho ut causing structural 

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

Basic P&A Agrcemcnl 5 TmSJ Company Bank 

Vc,·sion 7.2 - PURC'HASil ,,r;, A SS(JMI' I'ION AGRI!h~IE T Memphis. TN 
the expense of the Failed Bank, regardless of the holder of legal title thereto as of the Bank 

Closing Date. 

"Furniture and Equipment" means the furniture and equipment (other than Safe 

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

motor vehicles), leased or owned by the Failed Bank and reflected o n the Failed Bank Records 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, telephone, surveillance and security systems, ancillary 

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

Bank Premises are excluded from this definition. 

"GSE" means a government s ponsored enterprise. 

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

Institution, (ii) the Subsidiaries and Affil.iates of the Assuming Institution, other than any 

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

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

Institution and its Subsidiaries 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 ame ndme nts or supplements thereto, provided to 

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

the Failed Bank to potential acquirers. 

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

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

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

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

Estate, Other R eal 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 Li abilities Assumed and the negative Bid 

A mount minus tbe 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 Fo rm). The lniltial Payment shall b e payabl e by the Corporation to the Assuming 

Institution if (i) the Liabilities Assumed are greater than the sum of the positive Bid Amount and 

the aggregate purchase price of the Acquired Assets, or if(ii) the sum of the Liabilities Assumed 

and the negative Bid Amount are greater than the aggregate purchase price of the Acquired 

Assets. The initial Payment shall be payable by the Assuming Institution to the Corporatio n if (i) 

the Liabilities Assumed are less than the sum of the positive Bid Amount and the aggregate 

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

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

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

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

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

Basic P&A Agrcemcnl 6 TmSJ Company Bank 

vc.·sion 7.2 - PURC'HASil t\ NllA SS(IMI' I"ION AGRI! IE T Memphis. TN 
equipment, ptinters, fax machines, copiers, document scanners, data tape systems, data tapes, 

DVDs, CDs, flash d1ives, telecommunications and check processing equipment and any other 

elec u·onic storage media leased by the Fa iled Bank at Bank Closing Date which .is, was, or could 

have b een used by the Failed Bank in connection with data manageme nt activities. 

"Liabilities Assumed" has the meaning provided in Section 2.1. 

"Lien" means any mortgage, lien, pledge, charge, assig nment 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 other titl e retention agreement relating to such 

Acquired Asset. 

"Loan" or "Loans" mean s, 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 pri or to and including the Bid Valuation Date), participation 

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

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

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

lines of credit, Com mitments, U nited States and/or State-guaranteed student loans and 

lease financing contracts; 

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

demands, clai ms, priorities, equiti es and benefits owned or held by, or accruing or to 

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

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

Documents, casualty insurance policies and binder s, standby letters of credit, mot1gagee 

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

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

referred to in clause (a) above; and 

(c) all amendments, modifications, re newals, ex tens ions, refinancings and 

refu ndings of or for any of the foregoing. 

"Mortgage Operations" means that portion of the Failed Bank originating single-family 

residen tial loans (1-4 reside nti al units) and conductin g su ch business primari ly at the following 

locations: (i) 3011 G reystone Square in Jackson, Tennessee, (ii) Carrboro, North Carolina, and 

(iii) Evansville, Indiana. 

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

not a continu ation, amendment , modificatio n, renewal, extens io n, refinancing, restructurin g or 

refunding of or for an y then-existing Loan. 

''Obligor" means each Person liable for the full or partial payment or pedormance of any 

Loan, whether such Person is obligated directl y, indi rectly, p1imaril y, secondaril y, jointly or 

severally. 

Basic P&A Agrcemcnl 7 TmSJ Company Bank 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IENT Memphis. TN 
"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 refunding of or for any asset that was part of an Optional Loan Pool 

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

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

remains part of that Optional Loan Pool. Any 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 alJ interests in real estate (other than Bank Premises and 

Fixtures), including but not limited to mineral estates, leasehold rights, condominium and 

cooperative interests, easeme nts, air rights, water rig hts, and development righ ts that are owned 

by the Failed Bank as of Bid Valuation 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, CDs, flash drives, telecommunications and check 

processing equipment and any other electronic storage media owned 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. 

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

"Person" means any indi vidual, corporation, partnership, joint venture, association, 

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

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

excluding the Corporation. 

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

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

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

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

laptops, net books, and desktops. 

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

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

payments on account of claims made agai nst) to or on b ehalf of any Person in connection with 

the claims covered under Article XTI, including without limitation any ins urer issuing any 

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

banker's blanket bond. 

"Pro Forma" means a balance sheet that reflects a reasonably accurate f inancial 

statement of the Fai led Bank through the Bank Closing Date and serves as a basis for the 

opening entries of both the Assuming Institution and the Receiver. 

Basic P&A Agrcemcnl 8 TmSI Company Bank 

Vc,·sion 7.2 - P URC"HASil ,,r;, A SS(JMI'I"ION I! IE T Memphis. TN 
"Proprietary Software" means computer software developed for and owned by the 

Failed Bank for its own purpose and use. 

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

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

"Qualified Beneficia ries" h as the meaning set forth in Section 4.12. 

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

U.S.C. § l 82l(e)(8)(D). 

" R eceiver" has the mean ing set fo rth in the i.ntroduction to thi s Agreement. 

"Related Liability" with res pect to any Acquired Asset means any liability existing and 

reflected on the Failed Bank R ecords as of the Bank Closing Date for (i) indebtedness secured by 

mortgages, deeds of trust, ch attel mortgages, security interests or other liens o n or affecti ng such 

AcquiJ:ed Asset, (ii) ad valorem taxes applicable to such Acqui red Asset and (iii) any other 

o bligation determined by the Receiver to be direc tly related to such Acquired Asset. 

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

Assumin g Instituti on, means the amount of such Related Li abili ty as stated on th e Failed B ank 

R ecords of the Assu ming Institution (as maintained in accordance with generally accepted 

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

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

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

determining the Related Li ability Amount with respect to a ny one of such Acquired Assets. 

Suc h aJlocation shall be made by specific allocation , w here determinable, and otherwise 

shall be pro rata based upon the doll ar amount of suc h Acquired Assets stated on the Fai led Ba nk 

Records of the entity that ow ns such Acq uired Asset. 

"Repurchase Price" means, an amoun t equal to lhe sum of (i) the purchase price of the 

Acquired Asset as determine d purs ua nt to Section 3.2 and either (i i) minus the pro rata Acquired 

Asset d iscount or p lus the p ro rata Acquired Asset pre mium , if any, (ii) adjusted (A) fo r any 

advances and interest on suc h Acquired Asset after the Bank Closing Date and (B) minus the 

total amount r eceived by the Assuming Institution for such Acquired Asset after the B ank 

Clos ing Date, regardless of how app lied (ii i) plus total di sburseme nts of prin cipal made by the 

Rece iver not otherw ise included in the Book Value. For (x) New Loans, Deposit Secured Loans 

and Eligible O verdrafts put back to the Receiver pursuant to Section 3.4 or (y) Acquired Assets 

sold pursuant to Section 3. 7 and repurchased by the Receiver pursuant to Section 3.6, the 

Repurchase Price shall not take into accoun t the pro rata Acqui red Asset di scount or premium, if 

any. The Rep urchase Price fo r Eligible Overdrafts shall include adj ustments for credits or 

deposits received after the Bank C losing Date and prior to the date of put back. 

"Safe Deposit Boxes" means the safe deposit boxes of th e Failed B ank, if any , including 

the removable safe deposit boxes and safe deposit stacks in the Failed Bank's vaul t(s), all rights 

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

combinations thereto. 

Basic P&A Agrcemcnl 9 TmSJ Company Bank 

vc.·sion 7.2 - P URC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IE T Memphis. TN 
"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 Assuming In stitution. The Rece]ver, in its 

discretion, may exte nd the Settle ment Date. 

"Settlement Interest Rate" means, for lhe first calendar quarter or portion thereof during 

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

twenty-s ix (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 I nvestment 

R ate is published the week of the Bank Closing Date, the investment r ate for such Treasury Bills 

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

C losing Date shall be used. Thereafter, the rate shall be adj usted to the rate determined by the 

R eceiver to be equal to the Investment Rate on such Treas ury Bills in effect as of the first day of 

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

Treasury on the TreasuryDirect.gov website. 

"Specialty Assets" means assets th at have a greater value than more traditional fw·niture 

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

B ank Closing Date and located on or at Bank Premises, including without limitation fine art and 

high e nd decorative art; classic and a ntique motor vehicles; rare books; r are coins; airplanes; 

boats; jewelry; collectible fi.rearms; cultw-al artifacts; sculptw-es; Proprietary Sof tware; and any 

other items that typically cannot be appraised by a Furniture and Equipment appraiser. Specialty 

Assets does not include any repossessed collateral. 

"Subsequently Occupied Space" has the meaning set fo rth in Section 4.6(t). 

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

Act, 12 U.S.C . § l 813(w)(4), as amended. 

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

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

Underserved Geographies as published by the Federal Financial Institutions Examination 

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

U nderserved Market is attached as Schedule 4. 1 (b). 

ARTICLE D. ASSUMPTION OF LIABILITJES. 

2.1. Liabilities Assumed by Assuming Institution. The Ass uming Institution 

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

pay, perform and di scharge, a11 of the followin g liabiliti.es of th e 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 D eposi ts specifically listed on 

Schedule 2. 1 (a); provided , that as to a ny Depos its of pubIic money which are Assumed Depos its, 

the Assuming Institution agrees to properly sec ure such Deposits with such Acquired Assets as 

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

Basic P&A Agrcemcnl 10 TmSJ Company Bank 

vc.·sion 7.2 - PURC"HASil t\ NllA SS(IMI' I"ION AGRI! IE T Memphis. TN 
or with assets of the Assumi ng Institution, if such secunng Acquired Assets, if any, are 

insufficient 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 Closing Date, and secured by any perfected 

Lien (other than a Lien in favor of any Federal Reserve Bank or any Federal Home L oan Bank) 

on or affecting any Acquired Asset; provided, that the amount of any liability assumed pursuant 

to this Section 2.l(b) (x) shall be limited to the market value (as determined by the Receiver) of 

the Acquired Assets securing such Liability and (y) is not s ubject to adj ustment pursuant to 

Article Vill; 

(c) overdrafts, debit balances, service charges, reclamations and adjustments 

to accounts with the Federal Reserve Banks as reflected on the books and records of any such 

Federal Reserve Bank within ninety (90) days after the Bank Closing D ate, if any; 

(d) ad valorem taxes (prorated through the Bank C losi ng Date or with respect 

to Bank Premises prorated through the date the Receiver receives the purchase price for such 

Bank Premises from the Assuming Institution), whether or not reflected on the Failed Bank 

Records, applicable to any Acquired Asset; provided, that the assumption of any ad valorem 

taxes pursuant to this Sectio n 2. ·1(d) shall be limited to an amount 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 maint ained wi th other depository institutions (including any accrued and 

unpaid inte rest thereon computed to and including the Bank C losing Date); provided, that the 

assumption of any liability pmsu ant to this Section 2.l(e) shall be limited to the marke r value of 

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

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

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

the assumption of any Liability pursuant to this Section 2.l(g) shaH be Limited to the market value 

of the Acquired Assets secw·ing suc h 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 assu med pursuant to this Agreement including 

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

business, stored value and gift card business, overdraft p rotection plans, safe deposit business, 

safekeeping business and trust business, if any; 

U) 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; 

Basic P&A Agrcemcnl 11. TmSJ Company Bank 

vc.·sion 7.2 - PURC"HASil t\Nll A SS(IMI' I"ION AGRI!h~IE T Memphis. TN 
(I) reserved; 

(m) reserved; and 

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

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

Section 4.2, 4 .3, 4.4, or 4.5 of this Agreement, excluding any deferred income or revenue relative 

to FASB 9 1 - Loan Fees and Costs associated with originating or acquiring Loans and initial 

direct costs ofleases. 

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

after the B ank Closing Date, it will accrue and pay interest on Assumed Deposits pursuant to 

Section 2.1 at a rate(s) it shall determine; provided, that for non-transaction Deposit liabilities 

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

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

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

depositor's Depos it, whether or not the Assuming Institution e lects to pay interest in accordance 

w ith any deposit agreement formerly existing between the Failed B ank and such depositor; and 

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

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

pledge. The Assuming Institution shall g ive notice to s uch depositors as provided in Section 

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

2.3. Unclaimed Deposits. 

(a) Final L egal Notice . Fourteen (14) months fo llowing the Bank Closing 

D ate, the Assuming Institutio n will provide the Recei ver a li sting of all deposit accounts, 

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

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

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

o f the unclaimed deposits reminding them of the need to claim or anange to continue their 

account(s) with the Assuming Institution. The Assuming Institution will send the Final Legal 

Notice to the depositors within fifteen ( 15) days followin g notification of the Receiver's 

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

substantially similar to Exhibit 2.3B and wi ll forward the Affid avit of Mailing to the Receiver 

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

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

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

depositor's Assumed Deposits at the Assuming Insti tution , the Assuming Institution shall , within 

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

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

provide to the R eceiver a schedule of all such refunded D eposits 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 maintaine d by the 

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

Basic P&A Agrcemcnl 12 TmSJ Company Bank 

vc.·sion 7.2 - PURC'HASil t\ NllA SS(IMI' I'ION AGRI! IE T Memphis. TN 
the request of the Receiver, the Assuming Institution promptly shall provide to the Receiver 

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

2.4. Employee Plans. Except as provided in Section 4.12, the Assuming (nstitution 

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

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

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

subsequent to the date of this Agreement. 

ARTICLE ill. PURCHASE OF ASSETS. 

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

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

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

of the Receiver in and to all of the following: 

(a) cash and receivables from depository institutions (including Federal 

Reserve Banks and Federal Home Loan Banks), including cash items in the process of collection. 

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

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

and those secuntles referred to in Section 3.5(1), if any), plus any accrued interest thereon 

computed to and including Bank Closing Date; 

(c) federal funds sold and repurchase agreements, if any, including any 

accrued interest thereon computed to and including Bank Closing Date; 

(d) Owned Data Management Equipment and Personal Computers, excluding 

Owned Data Management Equipment and Personal Computers used in Mortgage Operations; 

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

that the Failed Bank charged-off in whole or in part during the period from 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, respectively; 

(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 public money, to the extent not otherwise 

purchased hereunder; 

(k) overdnfts of customers (including but not limited to overdrafts made 

pursuant to an overdraft protection plan or similar extensions of credit in connection with a 

deposit account); 

Basic P&A Agrcemcnl 13 TmSJ Company Bank 

Vc,·sion 7.2 - PURC'HASil ,r;, A SS(JMI' I'ION AGRI! IE T Memphis. TN 
(I) Bank Premises located in Mason, Tennessee; 

(m) reserved; 

(n) reserved; 

(o) reserved; 

(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; 

(q) New Loans, except for New Loans arising out of Mortgage Operations; 

and 

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

Assumjng Institution either directly assumes pursuant to the terms of this Agreement or has an 

option to assume under Section 4.8. 

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

collaterali zed by Liens affecting such Acquired Assets to the extent provided in Section 2.1 . 

3.2. Asset Purchase Price. 

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

the Failed Bank subject to an option to purchase by the Assuming Institution shall be purchased 

for the amount, or the amount resulting f rom the method specifi ed for determining the amount, 

as specified on Schedule 3.2, except as o therwise may be provided herein. Any Acqui1·ed 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 Subsidiaries 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 and Federal Home Loan Bank stock) 

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

defi.ned below) of the security as of the Bank Closing Date, multiplied by the bank's ownership 

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

interest, where applicable, as noted below. 

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

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

the Bank Closing Date as published e lectronical ly by Bloomberg, L.P., or alternati vely, at 

the discretion of the Receiver, by IDC/Financial T imes (Ff) Interacti ve Data; (ii) 

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

Institution 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 

Basic P&A Agrcemcnl 14 TmSJ Company Bank 

vc.·sion 7.2 - PURC'HASil t\NllA SS(IMI' I'ION AGRI! IE T Memphis. TN 
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 Institution and shall be deemed to be an 

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

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

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

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

applicable (in the case of non-equity securities). As a resuiL, 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 UJtit; 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 recently widely available). The purchase price also shall include 

accrued interest as calculated below (see Calculation of Accrued 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 purchase price, is not for the period in which the Bank Closing Date 

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

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

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

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

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

(iii) Calculation of Accrued 1nterest 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 notational 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 Closing 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 Institution. 

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

CONVEYANCE OF ALL ACQUIRED ASSETS, INCLUDING REAL AND PERSONAL 

PROPERTY INTERESTS, PURCHASED BY THE ASSUMING INSTITUTION UNDER 

TIDS 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 

ACQUffiED ASSETS, EXPRESS OR IMPLIED, WITH RESPECT TO TITLE, VALUE, 

COLLECTIBILITY, GENUINENESS, ENFORCEABILITY, DOCUMENTATION, 

Basic P&A Agrcemcnl 15 TmSI Company Bank 

Vc,·sion 7.2 - PURC"HASil ,r;, A SS(JMI' I"ION AGRI! IE T Memphis. TN 
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 Days After the Bank Closing Date. 

(i) During the th irty (30)-clay period following the Bank Closing Date 

(wh ich thirty (30)-day period may be extended in writin g in the sole and absolute 

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

Ass uming Institution may require the Receiver to purchase (x) any Deposit Secured Loan 

transferred to the Assuming In stitution pursu ant to Section 3. 1 whi ch is not full y secured 

by Assumed Deposits or deposits at other insured deposi tory institutions due to ei ther 

insufficient Ass umed Deposit or deposit collateral or deficient documentation regarding 

such collateral or (y) any New Loan; provided that, the Assuming Insti tution may not 

require the purchase of a Deposit Secured Loan th at is secured by an Assumed Deposit 

until any Deposit setoff determination, whether voluntar y or in voluntary, has been made. 

(ii) During the forty (40)-day p eriod fo llowing the Bank Closing Date, 

the Ass unung Institution may require the Receiver to p urchase, any Eligible Overdraft 

transferred to the Assu ming [nstitution pursuant to Section 3. 1 which existed o n the 

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

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

require the Receiver to purchase any Loan pursuant to Section 3.4(a) if (x) the Obligor 

with respect to s uch Loan is an Acquired Subsidiar y or (y) the Assuming Institution has: 

(A) made any advance in accordance with the te.tms o f a 

Commitment or otherwise with respect to s uch Loan; 

(B ) taken any action th at caused an increase in the amount of a 

Related Liability with respect to such Loan; 

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

which secures indebtedness for money borrowed or which constitutes a 

conditional sales agreement, capital lease or other title retentio n agreeme nt ; 

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

granted or permitted any modification or amendment to, any waiver or extens ion 

with respect to, or any renewal, refinancing or refunding of, s uch Loan or related 

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

which diminis hed such collateral; or 

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

a third party (whether with or with out recourse). 

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

Closing Date to and including the Bus iness Day immediately precedin g the Settl.emen t Date, the 

Assuming Institution may require the Receiver to purchase any Acquired Asset whlch the 

Basic P&A Agrcemcnl 16 TmSJ Company Bank 

vc.·sion 7.2 - PURC'HASil t\ NllA SS(IMI' I"ION AGRI! IE T Memphis. TN 
Assuming Institution can establish is evidenced by forged or stolen instruments as of the Bank 

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

any Acquired Asset with respect to which the Assuming lnstitution has taken any action referred 

to in Section 3.4(a)(i ii) witb respect to such Acq uired Asset. The Assuming Institution shall 

transfer aU such Acquired Assets to the Receiver without recourse, and shaH indemnify the 

R eceiver against any and all claims of any Person claiming by, through or under the Assuming 

Institution with respect to any such Acquired Asset, as p rovided in Section 12.4. 

(c) Notices to the Receiver. If the Assuming Institution elects to require the 

Receiver to purchase one or more Acquired Assets pursuant to this Section 3.4, the Assuming 

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

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

the Receiver to purchase; 

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

ide ntified in the Put Notice; and 

(iii) a statement of the es tim ated 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 f01m prescribed by the Receiver or s uch other form to 

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

deliver to the Receiver all doctune nts, Credit Files and additional information relating to the 

subject matter of the Put Notice as the Receiver may request and shall provide the Rece iver 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 assume Related Liabilities with respect to such 

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

as of a date determined by the Receiver, w hich date shalJ not be later than thirty (30) days after 

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

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

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

Price of such Acquired Asset minus the Related Liabilily Amounr applicable to such Acquired 

Asset, in each case detennined as of the applicable Put Date. Tf the difference between the 

Repurchase Price and the Re lated Liability Amount is positive, then the Receiver shall pay to 

the Assuming Institution the amou nt of the difference; if the difference between such amo unts 

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

difference. The Assuming Institution or the Receiver, as the case may be, shall pay the amount 

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

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

In teres t Rate for the period from and including such Put Date to and including the day 

precedi11g the date on which payment is made . 

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

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

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

Basic P&A Agrcemcnl 17 TmSJ Company Bank 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI! IE T Memphis. TN 
(g) Reversals. If the R eceiver purc hases an Acquired Asset (and ass umes the 

Related Liability) that it is not required to purch ase pursuant to this Section 3 .4, the Assuming 

Lnstitution sh all repurc hase such Acquired Asset (and ass ume such Related Liability) from the 

Receiver at a price computed so as to achi eve the sa me economic res ult as wo uld apply if the 

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

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

transfer any Acquir ed Asset pursuant to this Section 3.4 to the Receiver without recourse and 

shall indemnify the Receiver agains t any a nd all claims of any Person claiming by, through or 

unde r the Assuming Instituti on with respect to any such Acquired Asset, as prov ided 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 thi s Agreement) 

obtain an option to purchase. acquire or ass ume under this Agreement: 

(a) an y finan cial in stitution bonds, banker 's blanket bonds, or public liabiljty, 

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

policy of the Fail ed Bank, or pre mium refund, unearn ed premium de rived from cancell ation, or 

an y proceeds paya ble with respect to any of the foregoing; 

(b) any inte rest, rig ht, action , claim , or judgme nt against (i) an y offi cer, 

director , e mployee, accounta nt, attorney, or any other Person employed or retained by the Failed 

Bank or any S ubs idiary of the Failed Bank on o r prior to the Ba nk Clos ing Date arising out of 

any act or omiss io n of such Person in such capac ity, (i i) any underwtiter of fin anc ial instituti on 

bonds, banker 's blanket bonds or any other insurance poli cy of the Failed Bank, (iii) any 

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

inactio n may be related to an y loss (exclusive of a ny loss resulting from such Pe rson 's fa ilure to 

pay on a Loa n made by the Fail ed Bank) incurred by the Fail ed Bank; provid ed th at for the 

purposes hereof, the acts, omissions or other events giv ing rise to any such claim shall have 

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

and regardless of whethe r a ny such claim is made with respect to a finan cial institution bond, 

banker's blanke t bond, o r any other insurance policy of the Failed Bank in force as of the Bank 

Closing Date; 

(c) prepaid regulatory assessments of the Failed Ba nk, if any ; 

(d) legal or equitable inte rests in tax r eceivables of the Failed B ank, if any, 

including any claims mi sing as a result of the F ailed Bank having e ntered into any agreement or 

otherwise being j oined with a nother Pe rson with respect to the filing of tax returns or the 

pay ment of taxes; 

(e) amoull ts reflected on the Failed Bank R ecords as of the Bank Closing D ate 

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

(f) leased o r owned B ank Premises a nd leased or owned Fixtures, Proprietary 

Softw are, F urn iture and Equipment located on leased or owned Bank Premises, and Specialty 

Assets located on leased or o wned Bank Premises, if any; provided that the Assuming Instituti on 

does obtain an option under Sections 4.6, 4 .7 or 4 .8, as the case may be, with respect thereto; 

Basic P&A Agrcemcnl 18 TmSJ Company Bank 

vc.·sion 7.2 - P URC'HASil t\NllA SS(IMI' I'ION AGRI! IE T Memphis. TN 
(g) owned Bank Premises which the Receiver, in its discretion, determines 

may contain environmentally hazardous substances; 

(h) any "goodwill," as such term 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 intangibles (other than intellectual property); 

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

Bank; 

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

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

business of the Failed Bank which is not assumed pursuant to thi s Agreement; 

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

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

J2ill; 

(m) reserved; 

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

Assuming In stitution either does not directly assume purs uant to the terms of this Agreement nor 

has an option to assume under Section 4.8 ; 

(o) any contract pursuan t to which the Failed Bank provides loan servici ng for 

others; 

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

Valuation Date, including an y subsequent judgments arising therefrom, other than any asset that 

was secured by collateral that was (i) fo reclosed upon by the Failed Bank and (ii) is an Acquired 

Asset; 

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

Receiver under this Agreement; 

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

any plan of the type described in Section 2.4 under whi ch the Failed Bank has any liability, 

obligation or responsibility, unless the Assuming Institution ass umes liability, obligations or 

responsibilities under such plan subsequent to the date of this Agreement; 

(s) Mortgage Operations and any Loans, interest and fees ari sing from 

Mortgage Operations; and 

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

Date and discovered after the Settlement Date. 

Basic P&A Agrcemcnl 19 TmSI Company Bank 


Vc,·sion 7.2 - PURCHASil ,,r;, A SS(JMI' I.ION AGRI!h~IE T Memphis. TN 

3.6. Retention or Repurchase of Assets Essential to Receiver. 

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

Assumin g 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 

Assumin g Institution's right, title and interest in and to, any Acquired Asset or asset essential to 

the Receiver as detem1ined by the R eceiver in its di scretion (together with all Credit D ocuments 

evidencing or pertaining thereto), whi ch may include any Acquired Asset or asset that the 

R eceiver determines to be: 

(i) made to an officer, director , or other Per son engaging in the affairs 

of the Failed B ank, its Subsidiari es or Affili ates or any related entities of any of the 

foregoing; 

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

to any item described i.n Section 3.5(a) or (b), or the subj ect of, or potenti all y the subject 

of, any legal proceedings; 

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

Receiver or the Corporatio n in its corpor ate capacity or its capacity as receiver of any 

instituti on ; 

(iv) sec ured by collateral which also secures any asset ow ned by the 

Receiver; or 

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

Assuming Institution under this Ar ticle III or any liability of the Faj)ed Bank not assumed 

by the Assuming Institution under Article II. 

(b) Each such Acquired Asset or asset p urchased b y the Receiver shall be 

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

respect to any R elated Liabilities related to such Acquired Asset or asset, in each case 

determjned as of the date of the notice provided by th e R eceiver pursuant to Section 3.6(a). The 

Receiver shall pay the Assuming Institution not later than th e twentieth (20th) Business Day 

fo llowing receipt of related Credit Documents and Credit Files together with in terest on such 

amount at the Settlement Interest Rate fo r the period fro m and incl uding the date of receip t of 

such documents to and including the day precedin g the day on whi ch payment i s m ade. The 

Assumin g Institutio n agrees to administer and manage each such Acquired Asset o r asset in 

accordance with usual and prudent banking standards and bus iness 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 b e made as provided in Section 9.6. The Assuming 

Institution shall transfer all s uch Acquired Asse ts or assets and Re lated Liabilities to th e Receiver 

w ithout recourse, and shall inde mnify the Receiver against any and all claims of a ny Person 

claiming by, throu gh or under the Ass uming Instituti on with respect to any such Acquired Asset 

or asset. as provided in Secti on 12.4. 

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

commencing the day after the Bank Closing D ate, 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 

Basic P&A Agrcemcnl 20 TmSJ Company Bank 

Vc,·sion 7.2 - PURC'HASil ,,r;, A SS(JMI' I'ION AGRI!h~IE T Memphis. TN 
Agreement that the Assuming Institution desires to purchase. Any Loan sold pursuant to thi s 

section will, at the sole and absolute discretion of the Receive1:, either (x) be treated as if initially 

sold pursuant to Section 3 .1 of this Agreeme nt , or (y) s old pursuant to the standard loan sale 

agreement used by the Receiver for the sale of loan pools. 

(a) If treated as if initially sold pursuanl to Section 3 .1 of thi s Agreement, the 

purchase p1ice for such Loan shall be the Book Value as of the Bank Closing Date, adjusted (i) 

for any advances and interest on such Loan after the Bank C losi ng Date, (ii) by subtracting the 

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

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

included in the Book Value. The sale will be subject to aU applicable terms of this Agreement, 

except th at an y Loan purchased purs uant to this Section 3.7 sha ll not be incl uded in the 

calculation of the pro rata Acquired Asset di scount or pro rata Acquired Asset premium utili zed 

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

the settlement process pursuant 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 first Business 

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

the Assuming Institution wiU 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 or Assuming Institution branch es located within such Failed Bank 

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

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

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

the AssumJn g Institution (o r its successors) continues to provide full service banking in the 

Failed Bank Assessment Area for the period required to comply with this Section 4.1 (a). 

(b) Bank Premises Located in an Underserved Area. If a cun ently utili zed 

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

Institution's c los ing or selling such Bank Premises, unless the Ass uming Institutio n provides full 

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

in the same U nderserved Area. 

(c) Failure to Exe rcise Option to Ptnchase 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, th e Receiver 

will continue to re nt any suc h owned Bank Premi ses to the Assuming Institution for tl1e amount 

provided in Section 4.6(e) in order to comply with Section 4 .l (a). 

(d) Sale ofBank Premises. The Assuming Institution will pay to the Receiver, 

upon the sale of any Bank Premises within twelve months following the Bank Closing Date, fifty 

Basic P&A Agrcemcnl 21 TmSJ Company Bank 

Vc,·sion 7.2 - PURC"HASil ,,r;, A SS(JMI' I"ION AGRI!h~IENT Memphis. TN 
percent (50%) of the amount by which (a) the proceeds of such sale attributable to any fra nchise 

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

premium paid by the Assuming In stitution 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 Closin g D ate, all duties and obligations with respect to the Failed 

Bank's credit card business (in cluding issuer or merch ant acquirer) debit card business, stored 

value and gift card business, and/or processing rel ated to credit cards, if any, and assumes all 

extensions of credi t or balances outstanding as of lhe Bank Closing Date with respect to these 

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

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

4 .3. Safe Deposit Business. The Assumi ng Institution assumes and agrees to 

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

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

any, of the Failed Bank and to maintain all of the necessary faci lities for the u se of such boxes by 

the renters thereof durin g the period fo r which such boxe.'> have been rented and the rent therefor 

paid to the Failed Bank, subject to the provisions of the r ental agreements between the Failed 

B ank and the respective renters of such boxes; provided, that the Assumi ng Institution may 

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

l ocated in the Failed Bank Assessment Area in which such Safe Deposit Boxes were located. The 

Safe Deposit Boxes s hall be located and maintained in such Failed B ank Assessment Area for a 

minimum of one year from the Bank Closing Date. 

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

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

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

Assumin g Ins titution assumes and agrees to honor and discharge, from and after the Bank 

Clos ing Date, the duties and obligations of the Failed Bank with res pect to such secu r ities and 

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

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

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

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

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

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

Failed B ank Assessment Area. The Ass umin g Institution shall be enti tled to all rights and 

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

in safekeeping. 

4.5. Trust Business. 

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

without further transfer, subs titution, act or deed, to the fu ll extent permitted by law, succeed to 

the rights, obligation s, properties, assets, investments, deposits, agreements, and trusts of the 

Failed Bank under trusts, executorships, adm inistrations, guardianships, and agenc ies, and other 

fiduciary or representative c apac ities, all to the same extent as though the Ass uming Institution 

had assumed the same from the Failed Bank prior to the Bank Closing Date; provided , that any 

Basic P&A Agrcemcnl 22 TmSJ Company Bank 

vc.·sion 7.2 - PURC'HASil t\ NllA SS(IMI' I'ION AGRI! IE 'I' Memphis. TN 
liability based on the nlisfeasance, malfeasance or nonfeasance of the Failed Bank, its directors, 

officers, employees or agents with respec t to the trust business is not assumed hereunder. 

(b) Wills and Appointments. The Assmning Institutio n shall, to the full extent 

permitted by law, succeed to , and be entitled to take and execute, the appointment to all 

executorships, trusteeships, 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 of Trust Business. In the event additional proceedings of any kind 

ru-e necessary to accomplish the transfer of such trust business, the Assuming Institution agrees 

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

The Receiver agrees to use .reasonable efforts to assist the Assumi ng Institution in accomplishing 

such tTansfer. 

(d) Verification of Assets. The Assuming fnstitution shall provide to the 

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

business within sixty (60) days after the Bank Closing Date. 

4.6. Bank Premises. 

(a) Option to Purchase. 

(i) Subject to Section 3.5, the Receiver hereby grants to the Assuming 

Institution an exclusive option for the period of sixty (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 price 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 Furnitme and Equipment located on 

or ar the Bank Premises. The Assuming Institution shall give written notice to the 

Receiver within the option period of its election to purchase or not to purchase any of the 

owned Bank Premises. Any purchase of such Bank Premises shall be effective as of the 

date the Receiver receives the purchase pri ce for such Ban k Premi.ses from the Assuming 

Institution, and s uch purchase shall be consummated as soon as practicable thereafter 

(and no later than the Settlement Date). 

(ii) The Recei.ver may, in its sole and absolute discretion, manage and 

maintain any owned Bank Premises with one or more tenants (other than the Assuming 

Institution) during the period from the Bank Closing Date until the date the R eceiver 

receives the purchase price for such Bank Prerrlises from the Assuming Ins titution. 

(b) Option to Lease. The Receiver hereby grants to the Assuming Institution 

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

Closing Date to cause the Receiver to assign to the Assuming Institution any or all leases for 

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

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

subject to such lease. To the extent the lease payments provided for in any assigned lease ru-e 

minimal in relation to the current market rate, and the value of that difference is not otherwise 

Basic P&A Agrcemcnl 23 TmSJ Company Bank 

vc.·sion 7.2 - PURC"HASil t\Nll A SS(IMI' I"ION AGRI!h~IE T Memphis. TN 
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 notice to the Receiver within the op tion p eriod 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 shaH assume all leases assigned (or enter into new leases in 

lieu thereof) pursuant to this Section 4.6. 

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

sublease of leases or the negotiation of new leases by the 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 assumptio n, assignme nt, sublease or negotiation o r commit to any other o bligations to 

third parties. 

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

g ive the Receiver at least f ifteen ( 15) days prior written notice of its intent to surrender to the 

Receiver any Bank Premises with respect to which the Assuming Institution has not exercised 

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

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

respect to s uch Bank Premises. 

(e) Occupancy Costs. 

(j) The Assuming Institutio n sh all pay to the Receiver, or to 

appropriate third parties at the directio n of the R eceiver, for the period from the B ank 

Clos ing Date until the Bank Premises Surrender Date, the following amounts: (A) for 

owned B ank Premises, the market rental value, as determined by the appraiser selected in 

accordance with the defi nition of Fair M arket Value, and a11 operating costs (provided, 

however, that, for owned Bank Premises the Assuming Lnstitution e lects to purchase 

under Section 4.6(a)(i), ( 1) the time period shall be from the Bank Closing Date until the 

date the Receiver receives the purchase price for s uch Bank Premises from the Assuming 

Institution, and (2) the amount shall be limited to market rental value and operating costs 

for the s pace not occupied by other tenants), and (B) for leased Bank Pre mises, all 

operating costs with respect thereto. The Assuming Institution shall comply with the 

terms of applicable leases on leased Bank Premises, including without limitation the 

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

ch arges, maintenance, utilities, insurance and assessments, to the extent not included in 

the rental value or rent. 

(ii) The Assuming Institution shall pay to the Receiver rent for al1 

owned or leased F urniture and Equ ipment, all owned or leased Fixtures and all Specialty 

Assets located on or at the Bank Premises for the period from the Bank Closing Date 

until the B ank Premises Surrender Date (provided, however, that, for owned Bank 

Premises the Assuming Institution elects to pw·chase under Section 4.6(a)(i), (A) the time 

period shall be fro m the Bank Closing D ate until the date the Receiver receives the 

purchase price for s uch Bank Premises from the Assuming Institution, and (B) the 

amount shall be lim ited to rent for owned or leased Furniture and Equipment. owned or 

leased Fixtures and Specialty Assets located on or at the Bank Premises in the space not 

Basic P&A Agrcemcnl 24 TmSJ Company Bank 


Vc,·sion 7.2 - PURC'HASil ,,r;, A SS(JMI' I'ION AGRI!h~IE T Memphis. TN 

occupied by other tenants). Rent for such property owned by the Failed Bank s hall 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 Bank shall be an amount 

equal to any and all rent and other amounts which the Receiver incurs or accrues as an 

obligation or is obligated to pay for such period pursuant to all leases and contracts with 

respect to such property. 

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

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

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

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

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

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

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

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

(f) Certain Requirements as to Fixtures, Furnitme and Equipment and Certain 

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

any Bank Premises purchased at the fixed price shown on the Bid Form) or (ii) accepts an 

assignment of the lease (or enters into a sublease or a new lease in lieu thereof) for leased Bank 

Premises as provided in Section 4.6(a) or 4 .6(b), or (iii) does not exercise either such option, 

but within twelve (12) months follow ing the Bank Closing Date obtains the right to occupy aU 

or any portion of such Bank Premises, whether by assignment, lease, sublease, purch ase or 

otherwise, other than in accordance with Section 4.6(a) or 4.6(b) (each of the preceding, a 

"Subsequently Occupied Space"), the Assuming InstitUJtion shall (A) effective as of the Bank 

C losing Date, purchase from the Receiver all Fixtures, all Furniture and Equipment, and all 

Specialty Assets with an appraised vaJue (as determined in accordance with Section 4.6(j)) of 

l es~ 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, (B) accept an assignment or a sublease 

of the leases or negotiate new leases for aU Fixtures and Furniture and Equipment leased by the 

Failed Bank and located on or at the Subsequently Occupied Space, and (C) if applicable, 

accept an assignment or a subl ease 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 disposed of such Fixtures or Furniture and Equipment or Specialty 

Assets or repudiated the leases referred to in clause (B) or clause (C). 

(g) Surrendering Bank Premises. 

(i) Ifthe Assuming Institution elects not to purchase any owned Bank 

Premises, the notice of such election in accordance with Section 4.6(a) shaH specify the 

Bank Pre mises Surrender Date. The Assuming Institution shall be re pons ble for 

promptly relinqui shing and releasing to the R eceiver such Bank Premises and the 

Fixtures, the Furniture and Equipment and the Specialty Assets located thereon which 

existed at the time of the Bank Closing Date, in the same condition as at the Bank 

Closing Date. and at the Bank Premises whe re th ey were inventoried at the Bank Closing 

Date, normal wear and tear excepted. Any of the aforementioned which is missing will be 

charged to the Assuming Institution at the item's Fair M arket Value as determined in 

accordance with this Agreement. By remaining in any such Bank Premises more than 

Basic P&A Agrcemcnl 25 TmSJ Company Bank 

vc.·sion 7.2 - PURC'HASil t\ NllA SS(IMI' I"ION AGRI! IE T Memphis. TN 
150 days after the Bank C losing Date (unless the Assuming Institution mu st do so to 

comply with Section 4. 1 and h as made appropriate arrangements with the Receiver and 

all appUcable lessors), the Assuming rnstitution shall, at the R eceiver's opti on, (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 ground lease with respect to the land on which such 

Bank Premises are located, and (y) be required to purchase all Fixtures and all Furniture 

and Equipment owned by the Fai led Bank and located on or at the Bank Premises as of 

the Bank Closing Date. 

(ii) If the Assuming Institution elects not to accept an assignment of 

the lease or sublease of any leased Bank Premises, the notice of such election in 

accordance with Section 4.6(b) shall specify the Bank Premises Surre nd er Date. The 

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

Receiver such Bank Premises and the Fixtures, the Furniture and Equipment and the 

Specialty Assets located the reon whi ch ex isted al the ti me of the Bank Closing Date, in 

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

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

aforementi oned which is missi ng will be charged to the Assuming Ins titution at the 

item's Fair Market Value as determined in accordance with this Agreement. By failing 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 Closi ng Date (unless the Assumi ng Institut ion must do 

so to compl y w ith Section 4. 1 and has made ap propriate arrangements with the Receiver 

and all applicable lessors) , the Ass uming Institution shall, a t the Receiver 's option, (x) be 

deemed to have assumed all leases, obligations and liabilities with respect to s uch Bank 

Premises (including any ground lease with respect to the land on which s uch Bank 

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

thereon in accordance with thi s Section 4.6 (unless the Receiver previously rep udi ated 

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

Equipment owned by the Failed Bank at Fair Market Value and located on or at the Bank 

Premises as of the Bank Closi ng Date. 

(h) Fumiture and Equipment and Certain O ther Equipme nt. The Receiver 

hereby grants to the Assuming Institution an option to purchase all Furniture and Equipment 

owned by the Failed Bank at Fair M arket Value and located at any leased or owned Ba nk 

Premises (i) that the Assum ing Institution does not elect to purchase pursuant to Section 4.6(a) 

or (ii) for which Ass uming Institution does not elect to take assignment of its lease pursuant to 

Section 4.6(b); provided that, the Assuming Instinttio n shall give the R eceiver no tice of its 

election to purch ase such Furn itu re and Equipme nt at the time it gives notice of its intenti on to 

surrender s uch Bank Premises. 

Basic P&A Agrcemcnl 26 TmSJ Company Bank 


Vc,·sion 7.2 - PURC'HASil ,,r;, A SS(JMI' I'ION AGRI!h~IENT Memphis. TN 

(i) Option to Put B ank Premises and Related Fixtures, Fumi ture and 

Equipment. 

(i) For a period of ninety (90) days fo llowing the Bank Closing Date, 

the Assuming Institution shall be entitled to require the Receiver to purchase any B ank 

Premises that is owned, directly or indirectly, by an Acqui red S ubsidiary and the 

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

(ii) If the Ass uming Institution e lects to require the R eceiver to 

purchase any Bank Premises that is owned, directly or indirectly, by an Acquired 

Subsidiary, the Assuming Institution shall also have the option, exercisable within the 

same ninety (90) day time period , to require the Receiver to p urchase any Fixtures, any 

Furnitu re and Equipment and any Specialty Assets that are owned, directl y or indirectly, 

by an Acquired Subsidiary and are l ocated on or at such Bank Premises and were u tilized 

by the Failed Bank for banking purposes. The p urchase price paid by the Receiver shall 

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

purchased. 

(ii i) If the Assuming Institution elects to exercise its options under th is 

Section 4.60), the Assuming Institution shall pay to the Receiver occupancy costs as 

descri bed in Sectio n 4.6(e) and shall surrender the B ank Premises in accordance with 

Section 4.6(g)(i). 

(iv) Regard less of whether the Assuming Institution exercises any of its 

options under thi s Sectio n 4.6(i), the purchase price for th e Acqui red Subs.idiar y shall be 

adjusted by the difference between the Fair Market Value of the Bank Premises, the 

Fixtures, th e Furniture and Equipment and the Specialty Assets utilized by the Failed 

Bank for banking purposes and the ir respecti ve Book Value as reflected o n the books and 

records of the Acquired Subs idiary. Su ch adjustment shall be made in accordance with 

Article VIII of this Agreement. 

U) Option to Purchase Specialty Assets. Tbe Receiver hereby gr ants to tbe 

Ass uming Institutio n an excl usive optio n for the period of thirty (30) days commencing the day 

after the Receiver provides the Ass umi ng Institution the appropriate appraisal to p mchase at 

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

(k) Data R emoval. The Ass uming lnstituti o n shall, prior to returning any 

au tomated te ller machine to Receiver and unl ess otherwise reques ted by th e Receiver, (i) remove 

all data fro m that automated teller machine and (ii) provide a written statement to the Receiver 

that all data has been removed in a ma nner that renders it unrecoverable. 

4.7. Agreement with Respect to Leased Data Management Equipment. 

(a) Option. The Receiver hereby gr ants to the Assuming Institution an 

exclusive option fo r the period of ninety (90) days conunencing the day after B ank Clo sing Date 

to accept an ass ignment from the Receiver of all Leased Data Management Equipment, excep t 

Leased Data Management Equi pment used fo r Mortgage O perations. 

Basic P&A Agrcemcnl 27 TmSJ Company Bank 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IE T Memphis. TN 
(b) Notices Regarding Leased Data Management Equipment. The Ass uming 

Institution shall (i) give written notice to the Receiver within the option period specified in 

Section 4.7(a) of its intent to accept or decline an assig nment or sublease of all Leased Data 

Management Equipment and promptly accept an assignment or sublease of such Leased Data 

Management Equipment, and (ii) give written notice to the appropriate lessor(s) lhat it has 

accepted an assignment or s ublease of any such Leased Data Management Equipment that is 

subject to a lease. 

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

or sublease of Leased Data Management 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 payments to the Assuming Institution or to any 

third party in connection with fac ili tating any such assumption, assignment, sublease or 

negotiation or commit to any other obligations to third parties. 

(d) Operating Costs. The Assumi ng Institution agrees, during its period of use 

of any Leased Data Management Equipment and ending on the date w hich is thirty (30) days 

after the Assuming Institution has given notice to the Receiver of its election not to assume such 

lease, to pay to the Receiver or to appropriate third parties at the direction of the Receiver all 

operating costs with respect thereto and to comply with all relevant terms of any existing Leased 

Data Management Equipment leases entered into by the Failed Bank, including without 

limitation the timely payment of all rent, taxes, fees, charges, maintenance, utilities, insurance 

and assessments. 

(e) Assuming Institution's Obligation. The Assumi ng 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 this Section 4.7 with respect to Leased 

Data Management Equipment. 

(f) Data Removal. The Assuming ins titution shall, prior to retuming any 

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

(i) remove all data from the Leased Data Management Equipment and (ii) provide a written 

statement to the Receiver th at all data bas been removed in a manner that renders it 

unrecoverable. 

4.8. Certain Existing Agreements. 

(a) Assumption of Agreements. Subject to the provisio ns of Section 4.8(b), 

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

of services by or to the Failed Bank, wi thin ninety (90) days after the Bank Closing Date, the 

Assuming Institution shall give the Receiver written notice specify ing whether it elects to 

assume or not to assume each such agreement. Except as may be otherwise provided in thi s 

Article IV, the Assuming Institution agrees to comply wit h the tetms of each such agreement for 

a period comme ncing on the day after the Bank Closing Date and ending on: (i) in the case of an 

agreement that provides for the rendering of services by the Failed Bank, the date which is ninety 

Basic P&A Agrcemcnl 28 TmSJ Company Bank 

Vc,·sion 7.2 - PURC'HASil ,,r;, A SS(JMI' I'ION AGRI!h~IE T Memphis. TN 
(90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the 

rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming 

Institution has given notice to the Receiver of its election not to assume such agreement; 

provided that the Receiver can reasonably make such service agreements available to the 

Assuming Institution. The Assuming 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 Assuming Institution aJI right, title and interest of the 

Receiver, if any, in and to agreements the Assuming Institution 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 this Section 4.8(a) shall not apply to service agreements related 

to such premises. The Assuming Institution agrees, during the period it has the use or benefit of 

any such agreement, promptly to pay to the Receiver 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. 

(b) Excluded Agreements. The prov1s1ons of Section 4.8(a) regarding the 

Assuming Institution's election to assume or not assume certain agreements shall not apply to (i) 

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

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

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

Systems, Inc., (iii) agreements that are subject to Sections 4.1 through 4.7 and any insurance 

policy or bond refen·ed 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, (v) any contract or agreement under which the Failed Bank is the 

lessor of Bank Premises or Other Real Estate, and (vi) any contract or agreement primarily 

related to Mortgage Operations. Except as otherwise expressly set forth elsewhere in this 

Agreement, the Assuming Jnstitutjon does not assume any liabilities or acquire any rights under 

any of the agreements described in this Section 4.8(b). 

4.9. Informational Tax Reporting. The Assuming Institution agrees to perform all 

obligations of the Failed Bank with respect 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 that were paid off or collateral obtained with respect thereto prior to the 

Bank Closing Date, (iii) miscellaneous payments made to vendors of the Failed Bank, and (iv) 

any other asset or liability of the Failed Bank, including, without li mitation, loans not purchased 

and Deposits not assumed by the Assuming Institution, as may be required by the Receiver. 

4.10. Insurance. 

(a) Assuming Institution to lnsure. The Assuming Institution will obtain and 

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

extended coverage insw·ance) naming the Assumi11g Institution as the insured and the Receiver 

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

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

Management Equipment located on or at those Bank Premises. The Assuming Institution's 

obligation to insure and to maintain the Receiver as an additional insured on Bank Premises 

insurance coverage shall cease upon either: (x) Bank Premises SutTender Date or (y) the date the 

Basic P&A Agrcemcnl 29 TmSJ Company Bank 

Vc,·sion 7.2 - PURC'HASil ,r;, A SS(JMI' I'ION AGRI! IE T Memphis. TN 
Assuming Institution receives a deed from the Receiver fo r owned Bank Premises or ass umes the 

lease for leased Bank Premises. 

(b) Ri gh ts of Receiver. If the Assuming Institution at any time from or after 

B ank C losing Date fa ils to (i) obtain or maintain an y of the ins ura nce policies req uired by 

Section 4 . 10(a), (ii) pay any premium in whole or in part related to those insurance p olicies, or 

(iii) provide ev idence of tho se insurance policies acceptable to the Receiver, then the R eceiver 

may in its sole and absolu te discretion, without notice, a nd without waivin g or releasing any 

obligation or liabili ty of the Ass uming Institut ion, obtai n and maintain insur ance policies, pay 

insurance premiu ms and take any other actions wi th re spect to the insurance coverage as the 

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

disbursed in connection with thi s Sectio n 4.1 O(b). 

4.11. Office Space for Receiver and Corporation; Certain Payments. 

(a) F DIC Office Space. For th e period commencing on the day following the 

Bank Closing Date and ending o n the one hundred f if tieth (! 50th) day fo llowing the Bank 

Closing Date, the Assuming Institution will provide to the Recei ver and the Corpor ation, without 

charge, adequate and suitable office space (including parking facilities and vault space), 

furniture, equipment (includi ng photocopying and telecopying machines), emaH accounts, 

network access and techn ology resources (such as shared dri ve), and utilities (including local 

te leph one service and fax machines ) (collectively, "FDIC Office Space" ) at the B ank Premises 

occupied by the Assuming Institution for the Receiver and the Corporation to u se in the 

disc harge of their respective functions with respect to the Fail ed Bank. 

(b) Receiver's Ri ght to Extend. Upon written notice by the Receiver or the 

Corpor ation, for the period commencing on the one hundred fifty-first ( 15 l st) day following the 

Bank Closing Date and ending no later th a n the three hundred a nd sixty-fifth (3 65th) day 

following th e Bank Closing Date, the Assum ing Institutio n will continue to provide to the 

Receiver and the Corporatio n FDIC Office Space at the B ank Premises. During the petiod from 

the 15lst day following the Bank Closing D ate until the day the FDIC and th e Corporation 

vacate FDIC Office Space, the Receiver and the Corporation will pay to the Assuming rnstitution 

their respective pro rata share (based on square footage o ccupi ed) of (A) the market rental value 

for the a pplicable owned Bank P re mises or (B) actual rent paid for appli cable leased Bank 

Premi ses. 

(c) Receiv er's Relocatio n Right. f f the Receiver or the Corporatio n determ ine 

that the space provided by the Assuming Institutio n is inadequate or unsuitab le, the Receiver and 

the Corporation may relocate to other quarters having ad equate and suitable FDIC Of fice Space 

and the costs of relocation shall be borne by th e Assumin g Institution and any rental and utility 

costs for the balance of the p eri od of occup ancy by the R eceiver and th e Corporation shall paid 

in accordance w ith 4. 11 (b ). 

(d) Expenditures. The Assuming I nstitutio n will pay such b ills and invoices 

on behalf of the Receiver and th e Corporati on as the Receiver or the Corporation may direct for 

the period beg inning on the date of the B ank C losing D ate and ending on Settleme nt Date . The 

Assuming Institu tion shall s ubmit its reques ts for rei mbursement of such expe nditures pursuant 

to Article VIII of thi s Agreement. 

Basic P&A Agrcemcnl 30 TmSJ Company Bank 

Vc,·sion 7.2 - PURC'HASil ,,r;, A SS(JMI' I'ION AGRI!h~IE T Memphis. TN 
4 .12. Continuation of Group Health Plan Coverage for Former Employees of the 

Failed Bank. 

(a) Continuation Coverage. The Assuming 'Institution agrees to assist the 

Receiver , as provided in this Section 4 .12, in offering individuals who were employees or former 

employees of the Failed Bank, or any of its S ubsidiaries, and who, immediately pri or to the Bank 

Closing Date, were receiving, or were eligible to receive, health insurance coverage or health 

insurance continuation coverage from the Failed Bank ("Eligible Individuals"), the o pportunity 

to obtai n health insurance coverage in the Corporatio n's Federal Insurance Administration 

Continuation Coverage Plan which provides for health insurance continuation coverage to such 

E ugible Individuals and other persons who are qualified beneficiaries of the Failed B ank 

("Qualified Beneficiaries") as defi ned in the E mployee Retirement Income Security Act of 

1974, as amended ("ERISA") § 607 , 29 U.S.C. § ll67. T he Assuming Institution shall consult 

with the Receiver and not later than five (5) Business D ays after the Bank Closing Date shall 

p ro vide written notice to the Receiver of the number (if available), identity (if available) and 

add resses (if available) of the Eligible Ind ividuals who are Qualif ied Beneficiaries of the Failed 

B ank and fo r whom a "qualifying event" (as defined in ERISA § 603, 29 U.S.C. § 1163) has 

occmTed and with respect to whom the Failed Bank's obligations under Part 6 of Subtitle B of 

T itle I of ERISA, 29 U.S.C. §§ 116 1- 11 69 have not been satisfied in full , and s uch other 

information as the Receiver may reasonably require. The Receiver sh all cooperate with the 

Assuming Institution in order to permit it to prepare such notice and shall provide to the 

Assuming Institution such data in i ts possession as may be reasonably required for p urposes of 

preparing such notice. 

(b) Qualif ied Beneficiaries; Expenses . The Assuming Institution shall take 

such further action to assist the Receiver in of fering the Eligible Individuals who are Qualified 

B eneficiaries of the Failed B ank the opportunity to obtain health insurance coverage in the 

Corporation's Federal Insurance Administr ation Continuation Coverage Plan as the Receiver 

may direct. All expenses inc urred and paid by the Assuming Institution (i) in connection with the 

obligations of the Assuming Institution un der this Section 4. 12, and (ii) in providing health 

insurance continuation coverage to any Eligible Individuals who are hired by the Assuming 

Institution and such employees' Q ualified Beneficiaries shall be borne by the Assuming 

Institutio n. 

(c) Failed Bank Employees. Unless otherwise agreed by the Receiver and the 

Assuming Institution, the Assuming Institution shall be respons ible for all salaries and payroll 

costs, including benefits, for all Failed B ank employees, except employees of th e Failed B ank 

primarily working i n Mortgage Operations, from the time of the closing of the Failed Bank until 

the Assuming InstinJtion m akes a final determinatio n as to whether such employee is to be 

retained by the Assuming Institutio n. The Assuming Institutio n s hall offer to the Failed Bank 

employees it retains employment benefits comparable to those th e Assuming Institution, offers 

its current employees. In the event the Receiver utilizes the ser vices of any Failed B ank 

employee, the Receiver shall reimburse the Assuming Institution for such cost through the 

sett1ement p rocess described in Article VIII. 

(d) No Third Party Beneficiari es. 'fhis Section 4. 12 is for the sole and 

exclusive benefit of the parties to this Agreement, and for the benefit of no other Person 

(including any former employee of the Fad ed Bank or any Subsidiary thereof, Eligible [ndividual 

Basic P&A Agrcemcnl 31 TmSJ Company Bank 

Vc,·sion 7.2 - PURC'HASil ,,r;, A SS(JMI' I'ION AGRI!h~IE T Memphis. TN 
or Qualified Beneficiary of s uch former employee). Nothing in this Section 4 .12 is intended by 

the parties, or shall be construed, to give any Person (including any former employee of the 

Failed Bank or any Subsidiary thereof, Eligible Individual or Qualified Beneficiary of such 

form er e mployee) other than the Corporation, the Receiver and the Assumi ng Institution, any 

legal or equitable right, remedy or claim under or with respect to the provisions of this Section 

4.12. 

4.13. Interim Asset Servicing. At any time after the Bank Closing Date, the Receiver 

may establish on its books an asset pool(s) and may transfer to such asset pool(s) (by means of 

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, fu nded or o riginated 

by the Receiver subsequent to the Bank Closing Date. The R eceiver may remove assets (and 

liabilities) from or add assets (and liabilities) to such pool(s) at any time in its discretion. At the 

option of the Receiver, the Assuming Institution agrees to service, administer and collect such 

pool assets in accordance with, and for the term set forth in, Exhibit 4. 13. 

ARTICLEV. 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 properl y drawn checks, drafts, w ithdrawal o rders and 

Assumed Deposits of depositors of the Failed Bank presented for payment, whether drawn on the 

check or draft fmms provided by the Failed Bank or by the Assuming Institution, to the extent 

that the Deposit balances to the credit of the respective makers or drawers assumed by the 

Assuming Institution under this Agreement are sufficient to permit the payment thereof, a nd in 

all other respects to discharge, in the usual course of conducting a banking business, the duties 

and obligation s of the Failed Bank with respect to the Deposit balances due and owing to the 

depositors of the Failed Bank assumed by the Assuming lnstimtion 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 servici ng agreement or other similar agreement re lating to a Depos it liabi lity 

assumed by the Assuming institution pursuant to this Agreement. 

5.3. Notice to Depositors. 

(a) Assumption of Depos its. Within seven (7) days after the Bank Closing 

Date, the Assuming Institution shall give notice by mail to each deposi tor of the Failed B ank of 

(i) the assumption of the Deposit liabilities of the Failed Bank, and (ii) the procedures to claim 

D eposits (the Receiver shall provide item (ii) to Assumi ng Institution). The Assuming 

Institution sh all al so publish n otice of its assumption of the Deposit liabilities of the Failed Bank 

in a newspaper of general c irculation 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 sh all give notices by mail to each depositor of the Failed Bank, as 

required under Section 2.2. 

Basic P&A Agrcemcnl 32 TmSJ Company Bank 


Vc,·sion 7.2 - PURC'HASil ,,r;, A SS(JMI' I"ION AGRI! IE T Memphis. TN 

(c) Fee Schedule. If the Assuming Institution proposes to charge fees 

different from those fees formerly charged by the Failed Bank, the Assuming Institution shall 

include its fee schedule io its mailed notice. 

(d) Approval of Notices and Publications. The Assuming Institution shall 

obtain ap proval of all notices and publications required by this Section 5.3 from counsel for the 

Receiver prior to mailing or publication. 

(e) Va lidation. To validate the notice requirements outlined in Section 5.3, the 

Assuming Institution shall provide the Receiver (i) an Affidavit of Publication to meet the 

publication requirements outlined in Section 5.3(a) and (ii) the Assuming Institution will 

prepare a n Affidavit of Mai ling in a form substantiall y s imilar to Exh ibit 2 .3B after mailing the 

seven (7) day Notice to Depositors as requ ired under Section 5.3(b). 

ARTICLE VI. FAILED BANK RECORDS. 

6.1. Transfer of Fa iled Bank Records . In accordance with Sections 2.1 and 3 .1 , the 

Receiver assigns. transfer s, convey s and delivers to the A ssuming Institution, wherever located, 

any and all Failed Bank Records, other than the following: 

(a) Failed Bank Records pertaining to former empl oyees of the F aHed Bank 

who were no longer employed by the Failed Bank as of the Bank C losing Date and Failed Bank 

Records pertaining to employees of the Failed Bank who were employed by the Fai le d B ank as 

of the Bank Closing Date and for whom the Receiver is unable to obtain a waiver to release such 

Failed Bank Records to the Assuming Institution; 

(b) Failed Bank Records pertain in g to ( i) any asset or li a bili ty of the Fai led 

Bank retained by the Receiver, and (ii) any asset of the Failed Bank acquired by the R eceiver 

pursuant to this Agreement; and 

(c) any other Failed Bank Records as determined by the Receiver. 

6.2. [Reserved]. 

6.3. Preservation of Failed Bank Records. 

(a) Assuming Institution FaiJed Bank Records Retention. The Ass uming 

Institution will preserve and maintain, at its sole expens·e, for the joint be nefit of the Receiver, 

the Corporation and the Assuming Institution , all Fai led Bank Records, regardless of whether the 

Failed B ank Records were transferred to the Assuming Lnstitution under Section 6. 1 or retained 

by the Receiver under Sections 6. l(a) through (c), except those Failed Bank Records w hich the 

Receiver, in its sole and absolute discretion , chooses to physicall y take. The Assuming 

institution shall have the primary responsibility to respond to subpoenas, di scovery requests, and 

other s imilar official inquiries and customer requests for lie n releases with respect to the Failed 

Bank Records of which it has custody. If the Assuming Institution receives a subpoena addressed 

to the Assumjng Institution seekjng any Failed Bank Records of which it has custody, but are 

Failed Bank Records retained by the Receiver, the Assuming Institution wil l promptly provide 

the Receiver wi th a copy of that subpoena by delivering a copy to the Regional Counsel, as 

provided in Section 13.6(b) . With respect to its obligations under this Section 6 .3 regarding 

Basic P&A Agrcemcnl 33 TmSJ Company Bank 

Vc,·sion 7.2 - P URC'HASil ,,r;, A SS(JMI'I'ION AGRI! IE T Memphis. TN 
Electronically Stored Information, the Assuming Institution will complete the Data Retention 

Catalog attached hereto as Schedule 6.3 and s ubmi t it to the Receiver within thirty (30) days 

after the Bank Closing Date. With respect to Electronically Stored Information, the Assuming 

Institution must maintain those Failed Bank Records in an easil y accessible and useable format. 

If such Failed Bank Records are maintained by a third pmty vendor, the Assuming Institution is 

responsible for ensuring that the third party complies with this Article. 

(b) Destruction of Certain Failed Bank Records. With regard to all Failed 

Bank Records of which the Assuming Institution has custod y which are at Jeast ten (10) years old 

as of the date of the appointment of the Receiver, the Assu ming Institution will request wtitten 

permission to destroy such Failed Bank Records by submitting a written request to destroy, 

specifying precisely which Failed Bank Records are included in the request, to DRR- Records 

Manager, CServiceFDICDAL@FDIC.gov. 

(c) Destruction of Failed Bank Records after Six Years. With regard to all 

Failed Bank Records of which the Assuming Institution has cus tody which have been maintained 

in its custody after six (6) years from the date of the appointment of the Receiver, the Assuming 

Institution will request written permission to desn·oy such Failed Bank Records by submitting a 

written request to destroy, s pecifying precisely which Failed Bank Records are included in the 

request, to ORR- Records Manager, CServ iceFDlCDAL@FDIC.gov. 

6.4. Access to Failed Bank Records; Copies. The Assuming Institution will 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 

Fai led Bank Records in the manner and to the extent requested, and to duplicate, in the di.scretion 

of the Receiver or the Corporation, any Failed B ank Record; provided that if the Failed Bank 

maintained one or more duplicate copies of such Failed Bank Records, the Assuming Institution 

hereby assig ns, transfers, and conveys to the Corporation one such duplicate copy of each such 

Failed Bank Record without cost to th e Corporatio n, and will deli ver to the Corporation all 

Failed Bank Records assigned and transfened to the CoqJoration under this Article VI as soon as 

practicable on or after the date of this Agreement. The party requesting a copy of any Failed 

Bank Record shall bear the cost (based on standard accepted industry charges to the extent 

applicable, as determined by the Receiver) for providing such duplicate Failed Bank Record. A 

copy of each Failed Bank Record requested shall be provided upon the request of the Receiver. If 

the Receiver or Corporation is seeking access to a Faj led Bank Record from the Assuming 

Institution, the Receiver or Corporation need not provide a subpoena to obtain access to the 

Failed Bank Records in the Assuming Institution's custody. 

ARTICLE VD. BID; INITIAL PAYMENT. 

The Assuming fnstitution has submitted to the Receiver a Deposit premium b id of zero 

percent (0%) (the ''Bid Amount"). The Deposit premium bid will be applied to the total of all 

Assumed De posits except for brokered, CDARS®, and any market place or similar subscription 

services Deposits as reflected o n 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 Closing Date) from and including the day fo!Jowing the B ank 

Basic P&A Agrcemcnl 34 TmSJ Company Bank 

Vc,·sion 7.2 - PURC'HASil ,,r;, A SS(JMI' I'ION AGRI!h~IE T M emphis. TN 
Closing Date to and including the day preceding the Payment Date at the Settlement Interest 

Rate . 

ARTICLE VITI. 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, shaH provide to the 

Assuming Institution a Pro Forma statement reflectin g a ny 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 canied in the Failed Bank's 

suspense accounts, (b) accruals as of the Bank Closing Date for all income related to the assets 

and bu siness of the Failed Bank acquired by the Assuming Institution hereunder, whether o r not 

such accruals were reflected on the Failed Bank Records in the normal course of its operations, 

and (c) adjustments to determine the Book Value of any investment in an Acquired Subsidiary 

and re lated accounts o n the " bank only" (unconsolidated) balance sheet of the Failed Bank based 

on the Equity Method of Accounting, whether or not the Fai led 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 Closing Date as reflected on the Failed 

Bank Records of the Acq uired Subsidiary. Acquired Subsidiaries with negative equity wi ll be 

restated to $1 pursuant to the Equity Method of Accoun ting. Any Acquired Asset purchased by 

the Assuming Institution or any asset of an Acq uired S ubsidiary purchased by the Assumi ng 

Institution pursuant to Section 3 .1 whic h was partially or wholly charged off during the period 

beginning the day after the Bid Valuation Date to the date of the Bank Closing Date shall be 

deemed not to be charged off for the purposes of the Pro Forma statement, and the purchase price 

shall be de termined pursuant to Section 3.2. 

8.2. Correction of Errors and Omissions; Other Liabilities. 

(a) Adjustments to Correct Errors. In the event any bookkeeping omissions or 

errors are discovered in preparing any Pro Forma statement or in completing the transfers and 

assumptions contemplated hereby, the parties hereto agree to correct such errors and omissions, 

it being understood that, as far as practicable, all adj ustments will be made consistent with the 

judgments, methods, polic ies or accounting principles utilized by the Failed Bank in preparing 

and maintaining Failed Bank Records, except that adju stments made pursuant to this Section 

8.2(a) are not intended to bring th e Failed Bank Records into accordance with generaJly accepted 

accounting principles. 

(b) Receiver's Ri ghts Regarding Other Liabilities. If the Receiver di scovers 

at any time subsequent to th e date of this Agreement that any claim exists against the Failed 

Bank which is of such a nature that it would have been included in the liabili ties assumed 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, req uire that such claim be 

assumed b y the Assuming Institution in a manner consis tent with the intent of this Agreement. 

The Receiver will make appropriate adjustments to the Pro Forma statement provided by the 

R ecei ver to the Ass uming Institution pursuant to Section 8. 1 as may be necessary. 

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8.3. Payments. The Receiver agrees to cause to be paid to the Assuming I nstitution, 

or the Assuming Institution agrees to pay to the Receiver, as the case may be, on the Settlement 

Date, a payment in an amou nt which reflects net adjustments (including any costs, expenses and 

fees associated with determinations of value as provided in this Agreement) made pursuant 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 th e Assuming In stitu tion as may be necessary in 

accordance with Section 8.1 or Section 8.2. 

8.4. Interest. Any amoun ts paid under Section 8.3 or Section 8.5 shall bear interest 

for the period from and including the day following the Bank Closing Date to and including the 

day preceding the payment at the Settlement Interest Rate. 

8.5. Subsequent Adjustments. In the evenl that the Assuming Institution or the 

Rece iver discovers any errors or omissions as contemplated by Section 8.2 or any error with 

respect to the payment made under Section 8.3 after the Settlement Date, the Assuming 

Institution and the Receiver agree to promptly correct any such errors or omissions, make any 

payments and effect any transfers or assumptions as may be necessary to reflect any such 

conection plus interest as provided in Section 8.4. 

ARTICLE IX. CONTINUING COOPERATION. 

9.1. General Matters. The p arties hereto will, in good faith and with their best 

effo rts, cooperate with each other to carry o ut the transactions contemplated by this Agreement 

and to effect the purposes hereof. 

9.2. Additional Title Documents . The Receiver, the Corporation and the Assuming 

Institution each shall, at any time, and from time to time, upon the request of an y party h ereto, 

execute and deliver such additional instruments and documents of conveyance as shall be 

reasonably necessary to vest in the appropriate patty its full legal or equitable tille in and to the 

property transferred pursuant to this Agreement or to be transferred in accord ance herewith. The 

Assuming Institution shall prepare such instruments and documents of conveyance (in form and 

substance satisfactory to the Receiver) as shall be necessary to vest title to the Acquired Assets in 

the Assuming Institution. The Assuming Institution shall be responsible for record ing such 

insu·uments and documents of conveyance at its own expense. 

9.3. Claims and S uits. 

(a) Defense and Settlement. The Receiver shall have the right, in its 

discretion, to (i) defend or settle any c.laim or suit against the Assuming Institution with respect 

to which the Receiver has indemnified the Assuming ln stitution in the same manner an d to the 

same extent as provided in Article XII, and (ii) defend or settle any claim or suit agains t the 

Assuming Institution with respect to any Liability Assumed, which claim or suit may result in a 

loss to the Receiver atising out of or related to this Agreement, or wh ich existed against the 

Failed Bank on or before the Bank Closing Date. The exercise by the Receiver of any rights 

under this Section 9.3(a) shall not release the Ass uming In stitution with respect to any of its 

obligations under th is Agreement. 

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(b) Removal of Actions. In the event any action at law or in equity shaU be 

instituted by any P erson 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 wi th the Corporation in a petition to 

remove the action to the United States District Court fo r the proper district. The Receiver agrees 

to institu te, with or without j oinder of the Corporation as co-plaintiff, any action with respect to 

any such retained or acquired asset or any matter connected therewith whenever notice req uiring 

such action shall be g iven by the Corporation to the Receiver. 

9.4. Payment of Deposits. In the event any depositor does not accept the obligation 

of the Assuming Institution to pay any D eposit liability of the Failed Bank assumed by the 

Assuming Institution pursuant to thi s Agreement and asserts a claim against the Receiver fo r all 

or any porti on of any such Deposit liability, the Ass uming Institution agrees on demand to 

provide 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 

mad e. Upon payment by the Ass uming lnstitutio n to the Receiver of such a mount, the Assuming 

Institution shall be disch arged from any further obligation under thi s Agreement to pay to any 

such depositor the amoun t of such Deposit liability paid to the Receiver. 

9.5. Withheld Payments. At any time, the R eceiver or the Corporation may, in its 

discretion, determine that all or any portion of any deposit balance assumed by the Assuming 

Institution pursuant to this Agreement does not constitute a "D eposit" (or otherwise, in its 

discretion, determine th at it is the best interest of the Receiver or Corporation to withhold all or 

any portion of any de posit), a nd may direct the Assuming Institution to withhold paymen t of all 

or any portion of any s uch deposit balance. Upon such direction, the Assuming Institution agrees 

to hold such deposit and not to make any payment of such deposit balance to or on behalf o f the 

depositor, or to itself, whether by way of transfer, set-off or otherwise. The Assuming Institution 

agrees to maintain the "w ithhe ld payment" status of any such deposit balance unt il directed in 

writing by the Receiver or th e Corporation as to its d isposition. At the direction of the Receiver 

or the Corporation, the Assuming Institution sh all return all or any porti on of such deposit 

balance to the Receiver or the Corporation, as appropriate, and thereupon the Assuming 

Institution shall be disc harge d from any further liability to such depositor with respect to such 

returned deposit balance. If s uch depos it balance has been paid to the depos ito r prior to a demand 

for rerum by the Corporation or the Receiver, and payment of such deposit balance had not been 

previo usly withheld pursuan t to this Section 9.5, th e Assuming Institution shall n ot be o bligated 

to return suc h deposit balance to the Receiver or the Corporation. The Assuming Instituti on shall 

be obligated to reimburse the Corporation or the R eceiver , 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 rettu·n such deposit balance 

the payment of which was with he ld pursuant to thi s Sectio n 9.5. 

9.6. Proceedings with R esp ect to Certain Assets and Liabilities. 

(a) Cooper ation by Assuming Insti tution. In connection with any 

investigation, proceeding or other matter with resp ect to a ny asset o r li ability of the Failed Bank 

retained by the Receiver, or any asset of the Failed Bank acquired by the Receiver pursuant to 

this Agreement, the Assuming Institution sh all cooperate to the extent reasona bly r equired by the 

Receiver. 

Basic P&A Agrcemcnl 37 TmSJ Company Bank 

vc.·sion 7.2 - P URC'HASil t\NllA SS(IMI' I'ION AGRI! IE T Memphis. TN 
(b) Access to Records. In addition to its obli gations under Section 6 .4, the 

Assuming Institution shall provide representatives of the R eceiver access at reasonable times and 

location s without other limitation or qualifi cation to (i) its directors, officers, employees and 

agents and those of the Acquired Subsidiaries, and (ii ) its books and records, the b ooks and 

records of such Acquired Subsidiaries and all Credit Files, and copies thereof. Copies of books, 

records, and Credit Files shall be provided by the Assum.i11g Institution as requested by the 

Receiver and the costs of duplication thereof shall be borne by the Receiver. 

(c) Loan Doc uments. Not later than ten (10) days after the Put Notice 

purs uant to Section 3 .4 or the date of the notice of transfer of any Loan by the Assuming 

lnstitution to the Receiver pursuant to Section 3.6, the Assuming [nstitution shall deliver to the 

Receiver such documents with respect to such Loan as th e Receiver may request, including 

without limitation the following: (i) all related Credit D ocuments (other th an certificates, notices 

and other ancillary documents), (ii) a certificate setting forth the principal amount on th e date of 

the transfer and the amount of interest, fees and other ch arges then accrued and unpaid thereon, 

and any restri ctions on transfer to which any such Loan is subj ect, and (iii) all Credit Files, and 

all documents, microfiche, microfilm and computer r ecords (including but not limited to 

magnetic tape, disc storage, card forms and printed copy) maintained by, owned by , or in the 

possession of the Assuming Institution or any Affiliate of the Assuming Institution relatin g to the 

transferred Loan. 

9.7. Information. The Assuming Institution promptly shall provide to the 

Corporati on such other information, including financial statements and compu tations, relating to 

the performance of the provisions of this Agreement as the Corporation or the Receiver may 

reques t from time to time, and, at the reques t of the Receiver , make available employees of the 

Failed Bank employed or retained by the Assuming Institution to ass ist in preparation of the Pro 

Forma statement pursuant to Section 8.1. 

9.8. Tax Ruling. The Ass uming Institution shall not at any time, without the 

Corporation's prior consen t, seek a private letter ruling or other determin ation from the Internal 

Revenue Service or otherwise seek to qualify for any special tax treatment or benefits associated 

with any pay ments made b y th e Receiver or Corporation pursuant to thi s Agreement. 

9.9. Limited Power of Attorney . The R ecei ver may, in its sole discretion, provide 

the Ass uming Institution with a limited power of attorney designati ng certain employ ees of the 

Assuming lns6tution as the Receiver's attorn eys-in-fact for the purposes of (j) execu6n g, on 

behalf of the Receiver, lien releases required by Section 6 .3, and (ii) taking certain actions, on 

behalf of the Receiver, to vest title to the Acquired Assets in the Ass uming Institution as requir ed 

by Section 9.2. The Assuming Institution shall use its best efforts to compl ete all actions required 

to vest title to the Acquired A ssets in the Assuming Institution as quickly as possible, but no later 

than the earl.ier of (a) the second anniversary of the Bank Closing Date and (b) the date the 

Receiver chooses, in its sole discreti o n, to termi nate the receiver ship o f the Failed Bank. 

ARTICLE X. CONDITION PRECEDENT. 

The obligations of the parties to thi s Agreement ar e subject to the Receiver and the 

Corporation having received at or before the Bank Closing Date evidence reasonably satisfactory 

to each of any necessary approval, waiver, or other action by any governmental authority, the 

Basic P&A Agrcemcnl 38 TmSJ Company Bank 

Vc,·sion 7.2 - PURC'HASil ,,r;, A SS(JMI' I"ION AGRI!h~IE T Memphis. TN 
board of directors of the Assuming Institution, or other third party, with respect to this 

Agreement and the transactions contemplated hereby, the closing of the Failed Bank and the 

appointment of the Receiver. th e charterin g of the Assuming Institution, an d any agreements, 

docume nts, matters or proceedings contemplated hereby or the reby. 

ARTICLE XI. REPRESENTATIONS AND WARRANTIES OF THE ASSUMING 

INSTITUTION. 

The Assuming Institution represents and warrants to the Corporation and the Receiver as 

follows: 

11.1. Corporate Existence and Authority. The Assuming Institution (a) is duly 

organized, validly existing and in good standin g under the laws of its Charteri ng Authority and 

has full power and authority to own and operate its properties and to conduct i ts business as now 

conducted by it, and (b) has full power and authority to execute and deli ver this Agreement and 

to perform its obligations hereunder. The Assuming In stitution has taken all necessary corporate 

(or other appli cable governance) action to authorize the execution , delivery and performance of 

this Agreement and the performance ofthe transactions contemplated hereby. 

11.2. Third Party Consents. No governmental authority or other third party consents 

(including but not l imited to approvals, li censes, registrations or declarations) are r equired in 

connection with the execution, delivery or performance by the Assumin g Institution of this 

Agreement, other than such consents as have been duly obtained and are in full force and effect. 

11.3. Execution and Enforceability. This Ag reement has been duly executed and 

delivered by the Assuming Institution and when this Agreement has been duly a uthorized, 

executed and delivered by the Corporatio n and the Receiver, this Agreement will con stitute the 

legal, valid and binding obligation of the Assuming Institution, e nforceable in accordance with 

its terms. 

11.4. Compliance with Law. 

(a) No Violations. Neither the Assum ing Institution nor a ny of its 

Subsid i a~ies is in v iolation of any statu te, regulation, order, decision, judgment or decree of, or 

any restriction imposed by, the United States of America, any S tate, munkipality or other 

political subdivision or any agency of any of the foregoing, or any court or other tribunal hav ing 

jurisdiction over the Assuming Institution or any of its Subsidiaries or any assets of any such 

Person, or any foreign government or age ncy thereof having such jurisdiction, with respect to the 

conduct of the business of the Ass uming Institution or of any of its Subsidiaries, or the 

ownership of the properties of the Assuming I nstitution or any of its Subsidiaries, which , either 

individually or in the aggregate w ith all other such violations, would materially and adversely 

affect the business, operations or cond iti on (financial or othe rwise) of the Assuming Institution 

or the abi Uty of the Assuming I nstitution to perform, satisfy or observe any obJigation or 

condition under this Agree ment. 

(b) No Confl ict. Neither th e execution and del ivery nor the perfo rm ance by 

the Assuming Institution of this Agreemen t will result in any violation by the Assuming 

Institution of, or be in conflict with, any provision of any applicable Jaw or regulation, or any 

order, writ or decree of any court or governmental authority. 

Basic P&A Agrcemcnl 39 TmSJ Company Bank 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IENT Memphis. TN 
11.5. Insured or Guaranteed Loans. If any Loans being transferred pursuant to thjs 

Agreement are insured or g uaranteed by any department or agency of any governmental unit, 

federaL state or local, Assuming Institution represents that Assuming Institution ha s been 

approved by such agency a nd is an app roved l ender or mortgagee, as appropriate, if such 

approval is required. The Assuming Institution further assumes full responsibility for 

determining whether or nor s uch insurance or guarantees are in full force and effect on the date 

of this Agreement and with respect to those Loans whose insurance or guaranty is in full force 

and effect on the date of this Agreement, Assuming Institution assu mes full respon sibility for 

doing all trungs necessary to insure such insurance or guarantees remain in full force and effect. 

Assuming Institution agrees to assume all of the obligations under the contract(s) of insurance or 

guaranty and agrees to cooperate with the R eceiver where necessary to compl ete forms required 

by the insuring or guaranteeing department or agency to effect or compl ete the transfer to 

Assuming Institution. 

11.6. Representations Remain True. The Assuming Institution represents and 

warrants that it has exec·uted and deli vered to the Corporation a Purchaser Elig ibility 

Certification and Confide ntiality Agreement and that all informatio n provided and 

representations made by or on behalf of the Assuming Institution in connection with this 

Agreement and the transactions contemplated hereby, including, but not limited to, the Purchaser 

Eligibility Certification and Confidentiality Agreement (which are affirmed and ratified hereby) 

are and remain true and correct in alL material respects and do not fail to state any fact r equired to 

make the information contained therein not misleading. 

11.7. No Reliance; Independent Advice. The Assu min g In stituti on is not relying on 

the Receiver or the Corporation for any business, legal, tax, acco unting, investment or other 

advice in connection with thi s Agreement and the Exhibits hereto and documents delivered in 

connection with the foregoing, and has had adequate opportunity to consult wi.th advisors of its 

choice in connection therewith . 

ARTICLE XTI. INDEMNIFICATION. 

12.1. Indemnification of lndemnitees. Pro m and after the Bank Closin g Date and 

subject to the limitations set forth in this Section 12. 1 and Section 12.6 and compl iance by the 

Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless lhe 

Tndemnitees against any and all costs, losses, liabilities, expenses ( including attorneys' fees) 

incuned prior to the assumption of defense by the Receiver pursuant to Section 12.2(d), 

judgments, fi nes and amounts paid in settlement actually and reasonably incurred in connection 

with claims against any Indemni tee based on liabilities of the Failed Bank that are not ass umed 

by the Assuming Institution pursuant to thi s Agreement or subseq uent 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 exclusions as provided in 

Section 12 .l(b): 

(i) claims based on the rights of any sh areholder or former 

shareho lder (as such) of (A) the Failed Bank, or (B) any Subsidiary or Affil iate of the 

Fai led Bank; 

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vc.·sion 7.2 - PURC'HASil t\ NllA SS(IMI' I'ION AGRI! IE 'I' Memphis. TN 
(ij) claims based on the tights of any creilitor (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 ri ghts 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 directors, officers, employees or agents (as s uch), or any 

Subsid iary or Affiliate of the Fai led Bank, or the directors, officers, employees or agents 

(as such) of such Subsidiary or Affili ate ; 

(v) claims based on any malfeasance, misfeasance or nonfeasance of 

the Failed Bank, its directors, officers, employees or age nts with respect to t he trust 

business of the Failed Bank, if any; 

(vi) claims based on any failure or alleged failure (not in violation of 

law) by the Assumi ng Institution to continue to perform any service or activity previously 

performed by the Fail ed Bank which the Assuming Institution is not required to perform 

pursuant to this A greement or which arise under any contract to whi ch the Failed Bank 

was a party which the Assuming Institution elected not to assume in accordance with this 

Agreement and which neither the Assuming Instituti on nor any Subsidiary or Affil iate of 

the Assuming Institution has assumed subseque nt to the execution hereof; 

(vii) claims arising from any action or inaction of any Indemnitee, 

including for purposes of this Section 12. l (a)(vii) the former officers or employees of the 

Failed Bank or of any 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 negli gence or willful misco ndu ct; 

and 

(viii) claims based on the ri ghts of any depositor of the Fa iled Bank 

whose deposit has been accorded "withheld payment" status and/or returned to the 

Receiver or Corporation in accordance with Section 9.5 and/or has become an 

"unclaimed depos it'' or has been returned to the Corporation or the Receiver in 

accordance with Section 2.3; 

(b) provid ed that with respect to this Agreement, except fo r Section 

12. l (a)(vii) and (viii), no indemnification will be provided unde r thi s Agreement for any: 

(i) judgment or fine against, or any amount paid in settlement 

(without the written approval of the Receiver) by, any Indemnitee in connection with any 

action that seeks damages against any Indemnitee (a "Counterclaim") arising with 

respect to any Acq uired Asset and based o n any action or inaction of e ither the Failed 

Bank, its d irectors, officers, employees or agents (as such) prior to the Bank Closing 

Date, unless any such judgme nt, fine or amount paid in settlement exceeds the greater of 

(A) the R epurchase Price of such Acquired Asset, or (B) the monetary recovery sought 

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vc.·sion 7.2 - P URC'HASil t\NllA SS(IMI' I'ION AGRI! IE 'I' Memphis. TN 
on such Acquired Asset by the Assuming Institution in the cause of action from whi ch 

the Co unterclaim arises; and in such event the Receiver will provide indemnification only 

in the amount of such excess; and no indemnification will be provided for any costs or 

expenses other than any costs or expenses (including attorneys' fees) which, in the 

determination of the Receiver, h ave been actually and reasona bly incuned by such 

Indemnitee in connection with the defense of any s uch Cou nterclaim; and it is expressly 

agreed that the Receiver reserves the right to in tervene, in its discretion, on its behalf 

and/or on behalf of the Receiver, in the defense of any such Counterclaim; 

(ii) claims with respect to any liability or obligation of the Failed B ank 

that is (A) expressly assumed by the Assuming lnstitution pursuant to this Agreement or 

(B) ass umed by the Assuming Institution or any S ubsidiary or Affi liate of the Ass uming 

Institution subsequent to the execution hereof; 

(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 (A) expressly assumed by the Assuming In stituti on 

p urs uant to this Agreement or (B) ass umed by the Ass uming Institution or any Subs idiary 

or Affiliate of the Assumi ng Institution subsequent to the execution hereof; 

(iv) claims based o n the fai lure of any Indemnitee to seek recovery of 

damages from the Receiver for any claims based upon any action or inaction of the Failed 

Bank, its directors, officers, employees or agents as fiduciary, agent or custodian prior to 

the B ank Closj ng Date; 

(v) claims based on any vio lation or alleged violation by any 

Indemnitee of the antitrust, branching, banking or bank h olding company or securities 

laws of the U nited States of America or any State tbereof; 

(vi) claims based on the ri ghts of any present or former creditor, 

cus tomer, or supplier (as such) of any In demnitee; 

(vii) claims based on the righ ts of any present or former shareholder (as 

such) of any Indemn itee; 

(viii) claims, if the Receiver determines that the effect of providing such 

indemnification would be to (A) expand or alter the provisio ns of any wan anty or 

di.sclaimer thereof p rovided in Section 3 .3 or any other provision of this Agreement, or 

(B) create any warranty not expressly provided un der this Agreement ; 

(ix) claims which could have been enforced against any Indemnitee 

had th e Assuming Institutio n not entered into thi s Agreement; 

(x) claims based on any liability for taxes or fees assessed with respect 

to the consummation of the transactions contemplated by this Agreement, including 

without limitation any subsequent transfer of any Acquired Assets or Liabilities Assumed 

to any S ubsid iary or Affiliate of the Assuming Ins titution; 

Basic P&A Agrcemcnl 42 TmSJ Company Bank 

vc.·sion 7.2 - PURC"HASil t\Nll A SS(IMI' I"ION AGRI!h~IE T Memphis. TN 
(xi) except as expressly provided in this Article XII, claims based on 

any action or inaction of any Indemnitee, and nothing in this Agreement shall be 

constmed to provide indemnification for (i) the Failed Bank, (Li) any Subsidiary or 

Affiliate of the Fai led Bank, or (iii ) any present or former director, offi cer, employee or 

agent of the Failed Bank or its Subsidimies or Affiliates; provided that the Receiver, in its 

sole and absolute discretion, may provide indemnification hereunder for any present or 

former director, offi cer, emp.loyee or agent of the Failed Bank or its Subsidiaries or 

Affiliates who is also or becomes a director, officer, employee or agent of the Assuming 

In stitution or its Subsidiaries or Affiliates; 

(xii) claims or actions which constitute a breach by the Assuming 

Institution of the repr esentations and wmTanties contained in Article XI; 

(xiii) claims arising out of or relating to the condition of or generated by 

an Acquired Asset arising from or relating to the presence, storage or release of any 

hazardo us or toxic s ubstance, or any pollutant or con tamin ant, or condition of such 

Acquired Asset whic h violate any applicable Federal, State or local law or regulation 

concerning environmental protection; and 

(xiv) claims based on, related to or arising from any asset acquired or 

liability assumed, other than pursuant to thi s Agreement. 

12.2. Conditions Precedent to Indemnification . It shall be a condition precedent to 

the obligation of the Receive r to indemnify any Indemnitee pursuant to thi s Arti cle XII that such 

Indemnitee shall, with respect to any claim made or threatened against such Indemnitee fo r 

which such Indemnitee is or may be entitled to indemnificati on hereunder: 

(a) give written notice to the Regional Counsel (Litigation Branch) of the 

Corporation in the manner a nd at the address provided in Section 13 .6 of such claim as soon as 

practicable after such claim is made or threatened; prov ided that notice must be gi ven on or 

before the date whic h is six (6) years from the date of this Agreement; 

(b) provide to the Receiver such information and cooperation with respect to 

such claim as the Receiver may reasonably req uire; 

(c) cooperate and take all steps, as the Receiver may reasonably require, to 

preserve and protect any defense to such claim; 

(d) in the event suit is brought with respect to such claim, upon reasonable 

prior notice, afford to the Receiver the right, which the Receiver may exercise in its sole and 

absolute discretion , to conduct the investigation, control the defense and effect settlement of such 

claim, including without limitation the right to designate counsel and to co ntrol all negotiation s, 

litigation, arbitration, settlements, compromises and appeals of any such claim, all of which shall 

be at the expense of the Receiver; provided that the Receiver shall have notified the Indenmitee 

claiming indemnif ication in writing that such claim is a claim with respect to which such 

Indemnitee is entitled to inde mnifi cation under this Articl e XII; 

(e) not incur any costs or expenses in connection with any res ponse or suit 

with respect to such claim , unless such costs or expe nses were in curred upon th e written 

Basic P&A Agrcemcnl 43 TmSJ Company Bank 

vc.·sion 7.2 - P URC"HASil t\NllA SS(IMI' I"ION AGRI! IE T Memphis. TN 
direction of the Receiver; provided that the Receiver shall not be obligated to reimburse the 

amount of any such costs or expenses unless such costs or expenses were incurred upon the 

written direction of the Receiver; 

(f) not re lease or settle such claim or make any payme nt or admission with 

respect thereto, unl ess the R eceiver consents thereto; provided that the Receiver shall not be 

obligated to reimburse the amount of any such settlement or payment unless such settlement or 

payment was effected upon the written direction of the Receiver; and 

(g) take such reasonable action as the Receiver may request in writing as 

necessary to preserve, protect or enforce the rights of the Indemnitee against any Primary 

Indemnitor. 

12.3. No Additional Warranty. Nothing in this Article XII shall be construed or 

deemed to (a) expand or otherwise alter any warranty or disclaimer thereof provided under 

Section 3.3 or any other provision of thi s Agreement with respect to, among other matter s, the 

title, value, collectability, ge nuineness, enforceability, docu mentation, condition or freedom from 

liens or encumbrances, of any (i) Acquired Asset, or (ii) asset of the Failed Bank purchased by 

the Assuming Institution subsequent to the execution of this Agreeme nt by the Assuming 

Institution or any Subsidiary or Affi Jjate of the Assuming Institution, or (b) create any warranty 

not expressly provided under thi s Ag reement with respect the reto. 

12.4. Indemnification of Receiver and Corporation. From and after the Bank 

Closing Date, the Assuming Institution ag rees to indemnify and hold harmless the Corporation 

and the Receiver a nd their respective directors, offi cers, e mpl oyees and agents from a nd against 

any and all costs, losses, liabili ties, expenses (including attorneys' fees), judgments, fines and 

amounts paid in settlement actually and r easonably incmTed in connection with an y of the 

following: 

(a) claims based on any and all liabilities or obligation s of the Failed B ank 

assu med by the Assuming Institu tion pursuant to th is Agreement or subsequent to the execution 

hereof by the Assuming Ins titution or any Subsidiary or Affiliate of the Assuming Institution, 

whether or not any such liabi lities subsequently are sold a nd/or tran sferred, other than any claim 

based upon any action or inaction of any Indemnitee as provided in Section 12. 1(a)( vii) or (v iii); 

(b) claims based on any act or omission of any Indemnitee (inclucling but not 

limited to claims of any Perso n claiming a ny right o r titl e by or through the Assumin g Institution 

w ith respect to Acquired Assets transferred to the R eceiver purs uant to Sectio n 3.4 or 

Section 3 .6), o ther than any action or inaction of any lndemrutee as provided in (v ii) or (viii) of 

Section 12. 1(a); and 

(c) claims based o n any failure of the Assuming Institution to comply with 

any provision of Article VI. 

12.5. Obligations Supplem ental. T he obligations of th e Receiver , and the Corporation 

as guarantor in accordance w ith Section 12.7, to provide indemnifi cation under this Article XTT 

are to supplement any amount payable by any Primary Indemnitor to the I ndemnitee indemnified 

under this Article XII. Cons istent with that intent, the R eceiver agrees only to mak e payments 

pursuant to such indemnification to the extent not payable by a Primary Inde mnitor. If the 

Basic P&A Agrcemcnl 44 TmSJ Company Bank 

Vc,·sion 7.2 - PURC"HASil ,,r;, A SS(JMI' I"ION AGRI!h~IE T Memphis. TN 
aggregate amount of payments by the Receiver, or the Corporation as guarantor in accordance 

with Section 12.7, and all Primary lndemnitors with respect to any item of indemnification under 

thi s Arti cle XII exceeds the amount payable with respect to such item , such Indemn itee be ing 

indemnified shall notify th e Receiver thereof and, upon the request of the Rece iver, shall 

promptly pay to the Receiver, or the Corporation as appropriate, the amount of the Receiver' s (or 

Corporation's) payments to the extent of such excess. 

12.6. Criminal Claims. Notwithstanding any provtSion of this Article XU to the 

contrary, in the event that any Indemnitee shall become involved in any criminal action, suit or 

proceeding, whether judicial, administrative or investi gative, the Receiver shall ha ve no 

obligation hereunder to indemnify such Indemnitee for liability with respect to any criminal act 

or to the exte nt any costs or expenses are attributa ble to the defense against the allegation of any 

criminal act, unl ess (a) such Indemnitee is successful on the merits or otherwi se in th e defense 

against any such action, suit or proceeding, or (b) such action, suit or proceeding is terminated 

without the imposition of liability on such Indemnitee. 

12.7. Limited Guaranty of the Corporation. The Corporation hereby guarantees 

performance of the Receiver 's obligation to indemnify any Indemnitee as set forth in this Article 

XII. It is a condition to the Corporation's obliga tion here under that each Indemnitee shall comply 

in all respects with the applicable provisions of this Article XlJ . The Corporation shall be liab le 

hereunder only for such amounts, if any, as the Receiver i s obligated to pay under the terms of 

this Article XII but shall fail to pay. Except as otherwise provided above in this Section 12 .7, 

nothin g in this Article XII is intended or shall b e construed to create any liability or obJi gation on 

the part of the Corporation, the U nited States of America or any department or agency thereof 

under or with r es pect to this Article XII, or any provision hereof, it being the intention of the 

parties he reto that the obligations undertaken by the Receiver under thi s Article XII are the sole 

and exclusive responsibitity of the Receiver and no othe r Person or e ntity. 

12.8. Subrogation. Upon payme nt by the Receiver, or the Corporation as gu arantor ·in 

accordance with Section 12.7, to any Indemnitee for any claims indemnified by the Receiver 

under this Article XII , the Receiver, or the Corporation as appropriate, shall become subrogated 

to all rights of the Indemnitee against any other Pe rson to the extent of such payment. 

ARTICLE XDI. MISCELLANEOUS. 

13.1. Costs, Fees, and Expenses. All fees, costs and expenses incurred by a party in 

connection w ith thi s Agreement (including the performance of any obligations or the exercise of 

any rights he reunder) shall be borne by such party unless express.ly otherwise provided; provided 

that the Assuming Institution shall pay aU fees, costs and expenses (other than attorneys' fees 

incurred by the Receiver) inc urred in connection with the transfer to it of any Acquired Assets or 

Liabilities Assumed hereunder or in accordance herewith . Further , the Assuming Institution 

shall be responsible for the payment of MERS routine transaction charges. 

13.2. WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY 

AND UNCONDITIONALLY WAIVES , TO THE MAXIMUM EXTENT PERMITTED BY 

APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN OR TO HAVE A JURY 

PARTICIPATE IN RESOLVING ANY DISPUTE, ACTION, PROCEEDI NG OR 

COUNTERCLAIM, WHETHER SOUNDING IN CONTRACT , TORT OR OTHERWISE, 

Basic P&A Agrcemcnl 45 TmSJ Company Bank 

vc.·sion 7.2 - P URC"HASil t\NllA SS(IMI' I"ION AGRI! IE T Memphis. TN 
ARISING OUT OF OR RELATING TO OR IN CONNECTION WITH THIS AGREEMENT 

OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. 

13.3. Consent; Determina tion or Discretion. When the consent or approval of a party 

is req uired under this Agreement, such consent or approval shall be obtained in writing and 

unless expressly otherwise provided, shall not be unreasonably withheld or delayed. When a 

determination or decision is to be made by a party under this Agreement, that party shall make 

such determination or decis io n in its reasonable discretion unless ex pressly otherwise provided. 

13.4. Rights Cumulative. Except as expressly otherwise provided herein, the rights of 

each of the pruties under this Agreement are cumulative, may be exercised as often as any party 

cons iders appropriate and are in addition to each s uch patty's rights under th is Agreement, any of 

the agreemen ts related thereto or under applicable law. Any failure to exercise or any delay in 

exercising any of such rights, or any partial or defective exercise of such rights, shaH not operate 

as a waiver or variation of that or any other such right, unless expressly otherwise provided. 

13.5. References. References in thi s Agreement to Recitals, Articles, Sections, 

Schedules and Exhibits are to Recitals, Articles, Sections, Schedules and Exhibits of thi s 

Agreement, respectively. References to parties are to the parties to th is Agreement. Unless 

expressly otherwise provided, references to days and mo nth s are to calendar days and months 

respectively. In any case where a notice or other action is due on a day which is not a Business 

Day, such notice or other action may be delayed until the next-succeeding Business Day. Article 

and Section headings are for conveni ent reference and shall not affect the meaning of this 

Agreement. Refere nces 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 provi.ded in 

accordance with the provisions of this Section 13.6, unless expressly otherwise provided. 

(b) Notice to the Receiver or the Corporation. With respect to a notice under 

th is Agreement: 

Federal Deposit Insurance Corporation 

1601 Bryan Street 

Dallas, Texas 75201 

Attention : Settlement Agent 

In addition, with respect to notices under Section 4.6, with a copy to: 

I I 

In addition, with respect to notice under Article XII: 

Regional Counsel (Litigation Branch) 

160 l Bryan Street 

Dallas, TX 7520 I 

Basic P&A Agrcemcnl 46 TmSJ Company Bank 

vc.·sion 7.2 - P URC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IE T Memphis. TN 
In addition, with respect to communications under Exhibit 4 .13 , a copy to: 

Attention: InreJim Servicing Manager, 

I I 

(c) Notice to Assuming Institution . With respect to a notice under this 

Agreement: 

The Bank of Fayette County 


1265 Highway 57 


Piperton, TN 380 17 


Attention: 

with a copy to: ------------­

13.7. Entire Agreement. This Agreement, including the Schedules and Exhjbits 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 differe nt party hereto on separate counterparts, 

each of which when so executed shall be deemed to be an original and all of which when taken 

together shall constitute one and the same Agreement. 

13.9. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND 

OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN 

ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES OF AMERICA, 

AND IN THE ABSENCE OF CONTROLLING FEDERAL LAW, IN ACCORDANCE WITH 

THE LAWS OF THE STATE JN WHICH THE MATN 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 binding on the successors and assigns of the Receiver, the 

Corporation and the Assuming Institution. The Receiver may assign or otherwise u·ansfer this 

Agreement and the 1ights and obligations of the Receiver hereunder (in whole or in part) to the 

Corporation in its corporate capacity without the consent of Assuming Institut ion. 

Notwithstanding anything to the contrar y contained in this Agreement, the Assuming Institution 

may not assign or otherwise u·ansfer this Agreement or an y of the Assuming 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 i.ts sole and absolute discretion . 

(b) No Third Party Beneficiaries. Nothi ng expressed or refen-ed to in thi s 

Agreement is intended or shaH be construed to give any Person other than the Receiver, the 

Bas ic P&A Agrcemcnl 47 TmSJ Company Bank 

v c.·sion 7.2 - P URC'HASil t\NllA SS(IMI'I'ION I! IE 'I' Memphis. TN 
Corporation and the Assuming Institution any legal or equitable 1ight, remedy or claim under or 

with respect to this Agreeme nt or any provisions contained herein, it being the intention of the 

parties hereto that this Agreement, the obligations and statemen ts of responsibilities here under, 

and all other conditions and provisio ns hereof are for the sole and exclusive benefit of the 

Receiver, the Corporation and the Assuming Institution and fo r the benefit of no other Person. 

13.11. Modification. No amendment o r other modif icatio n, rescission or release of any 

part of this Agreemen t, shall be effec tive except pursuant to a written agreement subscribed by 

the duly authorized representatives ofthe parties. 

13.12. Manner of Payment. All payme nts due under thi s Agreement shall b e in lawful 

money of the United States of America in immediately available funds as each party hereto may 

specify to the other parties; provided that in the event the Receiver or the Corporation is 

obligated to make any payment hereunder in the amount of $25,000.00 or less, such payment 

may be made by check. 

13.13. Waiver. Each of the Receiver, the Corporation and the Assuming Institution may 

waive its r espective rights, powers or p tivileges under this Agreement; provided that such waiver 

shall be in writing; and further provided that no failure or delay on the p art of the Receiver, the 

Corporation or the Assuming Institution to exercise any right, power or privilege under thi s 

Agreement shall operate as a waiver thereof, nor will any single or partial exercise of any right, 

power or privilege under this Agreement preclude any other or further exercise thereof or th e 

exercise of any other right, p ower or ptivilege by the Receiver, the Corporation or the Assumi11g 

Institution under this Agreement, nor will any s uch waiver operate or be construed as a future 

waiver of such right, power or privilege under this Agreement. 

13.14. Severability. If any provision of this Agreement is declared in valid or 

unenforceable, then, to the extent possible, all of the remaini ng provisions of thi s Agreement 

shall remain in f ull force and effect and shall be binding upon the parties hereto. 

13.15. Term of Agreement. This Agreement shall continue i.n full force and effect 

until the sixth (6th) anniversary of the Bank C losing Date; provided that the provisions of 

Sections 6.3 and 6.4 sha ll survive the expiration of the term of thi s Agreemen t; and provided 

further that the receivership of the Failed Bank may be terminated prior to the expiratio n 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, s hall be in effect for the remainder of the term of 

this Ag reement. Expiration of the term of this Agreement shall not affect any claim or li ability of 

an y par ty w ith respect to any (a) amo unt which is owing at the time of such expiration, 

regardless of when such amount becomes payable, and (b ) breach of this Agreement occurr-ing 

prior to such expiration, regardless of when such breach is d iscovered. 

13.16. Survival of Covenants, Etc. The covenants, representations, and wananties in 

this Agreement shal l survive the execution of thi s Agreement and the consummation of the 

transacti.o ns co ntemplated he reunder. 

13.17. Right of Receiver or Corporation to Audit. The R eceiver or the Corporation, 

their respective agents, contractors and employees, may (but are not req uired to) perform an 

Bas ic P&A Agrcemcnl 48 TmSJ Company Bank 

Vc,·sion 7.2 - P URC'HASil ,,r;, A SS(JMI'I'ION I! IE T Memphis. TN 
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 or the Corporation, as the case may be, shall bear the expense of any such audit. In the 

event that any corrections 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. 

[Signature Page Follows] 

Basic P&A Agrcemcnl 49 TmSJ Company Bank 


Vc,·sion7.2 - PURC'HASil ,r;, A SS(JMI' I'ION AGRI! IE T Memphis. TN 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 

executed by their duly authorized representatives as of the date first above writte n. 

tte~ 

Attest· 

1\tlest: 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

RECEIVER OF TRUST COMPANY BANK, 

MEMPHIS, TN 

BY: 
 ,............. 


NAME: Dennis W. TrimoJ I 


TITLE: Receiver-in-Charge 

FEDERAL DEPOSlT INSURANCE CORPORATION 

BY: I I 

NAME: Dennis W. TI'Pmper 


TITLE: Attorney-in-Fact 


THE BANK OF FAYETTE COUNTY,

I PIPERT\)1'(, TN I 11-------, 

BY: jl___ ______JNA ME: --~""'--·.!.!.M.!.!:c~C!!:!a.!.!.II....!W.!.;i:..:..:ls~o:!.:n"'-'.J::..:.r.:....._____ 

T ITLE: __~P~re=s~id=e=nt~a=n=d~C=E=O~------

lln>IC I'&A 1\yn:cmcnt 50 Trust Company nn~ 

Vcrsio11 7.2 PUR('!1.\SF. AND t\ SSUMPJION AORFEM~"N1 Mempln<. TN 
SCHEDULE 2.Hal 


EXCLUDED DEPOSIT LIABILITY ACCOUNTS 


None 

!lui< P&A Agrecmtnl 51 T=l Compooy B.mk 

V¢ttl<lll1.2 -I'!Jf\CHU64NQASS!JMPTtoN MBJffk!fi!:II Ml!ft1phl<, TN 
SCHEDULE 2.1(a) 


EXCLUDED DEPOSIT LIABILITY ACCOUNTS 


None 

Basic P&A Agrcemcnl 51 TmSJ Company Bank 


Vc,·s ion 7.2 - PURC' HASil ,,r;, A SS(JMI' I' ION AGRI!h~IE T Memphis. TN 

SCHEDULE 3.1(h) 


ACQUIRED SUBSIDIARIES 


None 


Basic P&A Agrcemcnl 52 TmSJ Company Bank 


Vc,·s ion 7.2 - PURC' HASil ,,r;, A SS(JMI' I' ION AGRI!h~IE T Memphis. TN 

SCHEDULE 3.1(n) 


ACQUIRED ASSETS IN OPTIONAL LOAN POOLS 


None 

Basic P&A Agrcemcnl 53 TmSJ Company Bank 


Vc,·s ion 7.2 - PURC' HASil ,,r;, A SS(JMI' I' ION AGRI!h~IE T Memphis. TN 

SCHEDULE 3.1(o) 

OTHER REAL ESTATE 


None 

Basic P&A Agrcemcnl 54 TmSJ Company Bank 


Vc,·s ion 7.2 - PURC' HASil ,,r;, A SS(JMI' I' ION AGRI!h~IE T Memphis. TN 

SCHEDULE 3.2 


PURCHASE PRICE OF ACQUIRED ASSETS 


(a) cash and receivables from deposito ry 

institutions, including cash items in the 

process of collection. plus interest thereon: 

(b) 	 securities (exclusive of the capital stock of 

Acquired Subsidiaries and FHLB stock), 

plus interest thereon: 

(c) 	 federal funds so ld and repurchase 

agreements, if any, including interest 

thereon: 

(d) 	 Loans, other than those in Optional 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, trailers, and fire 

arms 

(j) capital stock of any Acquired Subsidiaries 

(subject to Section 3.2(b), and FHLB stock: 

(k) 	 amounts owed to the Failed Bank b y any 

Acquired S ubsidiaries: 

(I) 	 assets securing Deposits ofpublic money, to 

the extent not otherwise purchased 

hereunder: 

(m) 	 overdrafts of customers: 

Book Value 

As provided in Section 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 

Basic P&A Agrcemcnl 55 TmSJ Company Bank 

vc.·sion 7.2 - P URC'HASil t\NllA SS(IMI'I'ION AGRI!h~IENT Memphis. TN 
(n) 	 rights, if any, with respect to Qualified 

Financial Contracts: 

(o) 	 rights of the Failed Bank to have loan 

servicing provided to the Failed Bank by 

others and related contracts: 

(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 forth on the Addendum to the 

Bid Form 

Fair Market Value 

Fair Market Value 

Fair Market Value 

Fair Market Value 

Fair Market Value 

Basic P&A Agrcemcnl 56 TmSJ Company Bank 


Vc,·sion 7.2 - PURC'HASil ,r;, A SS(JMI' I'ION AGRI! IE T Memphis. TN 

SCHEDULE 3.5(1) 

EXCLUDED SECURITIES 

ASSET NAME/DESCRIPTION BOOK VALUE 

SE Community Capital Corp. Inc. 

FHLB Stock 

Basic P&A Agrcemcnl 57 TmSJ Company Bank 


Vc,·s ion 7.2 - PURC' HASil ,,r;, A SS(JMI' I' ION AGRI!h~IE T Memphis. TN 

SCHEDULE 4.1(b) 


BANK PREMISES IN UNDERSERVED AREAS 


N one 

Basic P&A Agrcemcnl 58 TmSJ Company Bank 


Vc,·s ion 7.2 - PURC' HASil ,,r;, A SS(JMI' I' ION AGRI!h~IE T Memphis. TN 

SCHEDULE 6.3 


DATA RETENTION CATALOG 


FDIC Failed Bank Data Services (FBDS) 

Acquirer Data Retention Catalog 

Version 3.01 

Failed Institution 

Name 


Data CenterAddress 


Assuming Institution 

Name 


Address 


DRC Preparation Date 

DRC Preparer'sContact 

Nome 


Desigtiatioll 


Phone 


Email 


Alternate Contact for Subsequent Data Requests (ifdifferent from above) 

Name 


Phone 


Email 


Instructions 

1. Provide preparer's contact information and Bank information on the "Cover Page" tab. 

2. Provide pointofcontactand desired procedure for data requests on the "Data Request Procedure" Tab. 

3. Provide the requested application retention details on "Data Retention" tab of this workbook. 

a. Update provided application list with any additional systems that were notincluded 

b. Select the most appropriate value from the drop down list when the fistis provided with applicable column. 

If you need additionalclarification while recording th .::in:.~.or.:.;.:.::~~~ tion co~: Iec::;;::; as .:: all !~c.....-,________Jiorl..________---"1 

,__ __,1 Send thefinal copy of this document to''------------'~ 

Bas ic P&A Agrccmen1 59 Tms•Company Bank 


on 7.2 - I'IJR('IIASH ,\r'l ll AS8 \ 1MI'I I(lN 1\GRlli;~IH T Me mphis. TN 

Example of Information Required 

Application Classification 

Application 

Name 

SubCategory Business 

Usage Vendor 

Data exists 

in the Core 

Banking 

application? 

Explain if 

partial 

data exists 

in Core 

Banking 

application 

Hosting Platform 

Provide the 

name of the 

application. 

Select the 

most 

appropriate 

category 

represented 

by the 

application. 

Describe the 

business uses 

and key 

processes 

supported by 

the 

application. 

Provide 

the 

name 

of the 

vendor. 

Indicate 

whether the 

application 

data also 

exists in the 

core banking 

application 

Provide an 

explanation 

ifpartial 

data exist 

in the core 

banking 

application 

Select the 

deployment model 

of the application. 

Time Duration for Time Duration for Time Duration for 

Application in Operation Online Data Offline Data Offline Data 

Details From I To From I To From I To 

Provide the time duration Provide the time duration Provide the time duration Select the 

(Month & Year) for which (Month & Year) for which (Month & Year) for which appropriate 

the application is data is available online. data is available offline mechanism 

operation. representing the 

offline data. 

Electronic Data Retention Plan 

Acquirer Plan Migration Details Decommission 

Schedule Comments 

Select the most 

appropriate option that 

defines the acquirer 

plan for the 

application. 

Provide the 

details of data 

being migrated to 

the target system 

( type ofdata, 

volume and date 

range). 

Provide 

details of 

the data not 

being 

migrated to 

the target 

system. 

Select the appropriate 

timeline if application 

decommissioning is 

planned in future. 

Provide any 

additional 

comments related 

to the retention 

plans associated 

with the 

application's data 

Basic P&A Agrcemcnl 60 TmSJ Company Bank 

V CJ'Sio n 7.2 - P URC'HASil o\Nll A SS(IMI'I'ION AGRI!h~IENT Memphis. TN 
SCHEDULE7 


Accounts Excluded from Calculation of Deposit Franchise Bid Premium 


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 ass umption 

transactio n, the FDIC will exclude the followin g categories of deposit accounts: 

Description Amou11t 

I 

u 

Ill 

Non-DO Brokercd Deposits 

CDARS 

Market Place Deposits 

Total deposits excluded .from calculation ofpremium 

$0.00 

$0.00 

$11,158,258 

$11,158,258 

Category Description 

I. Brokered Deposits 

Brokered deposit acco unts are accounts for which the "de positor of record'' is an agent, nominee 

or custodian who deposits funds for a principal or principals to whom "pass-through" deposit 

insurance coverage may be extended. The FDIC separates brokered deposit accounts into two 

categories : 1) Depository Organization (DO) Brokered Deposits and 2) Non-Depository 

Organization (Non-DO) Brokered De posits. This di stinc tion is made by the FDIC to facilitate 

our role as Receiver and Insurer. These terms will not appear on other " brokered depos it'' 

reports generated by [Failed Bank]. 

Non-DO Brokered Deposits pass to the Assuming Institution, but are excluded from Ass umed 

Deposits when the deposit premium is calculated. Please see the attached " Schedule 7 - NonDO Broker Deposit Detail Report" for a listin g of these accounts. This list will be updated postclosing with balances as of the Bank Clos ing Date. 

If [Failed Bank] had any DO Brokered Deposits (Cede & Co as Nominee for DTC), they are 

excluded from Assu med Deposits in the Purchase and Assumption Ag reement. 

II. CDARS 

CDARS deposits pass to the Ass uming Institution, but are excluded from Assumed Deposits 

when the deposit premium is calculated. 

[Failed 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 de posit download and the Bank Closing 

Date, they will be identified post-closing and made part of Schedule 7 to the Pu rchase and 

Assumption Agreement. 

III. Market Place Deposits 

"Market Place Deposits" are deposits that may have been solicited via a money des k, internet 

subscription service (for example, QwickRate®), or similar programs. 

Basic P&A Agrcemcnl 61 TmSJ Company Bank 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IE T Memphis. TN 
[Failed Bank] does have QwickRate® deposits as identified above. The QwickRate® deposits are 

reported as time deposits in the Call Report. [[Failed Bank] uses "Branch 4" on their system to 

identify both brokered and QwickRate® deposits.] Please see the attached "Sch ed ule 7 -

QwickRate® Deposit Detail Report" for a listing of these accounts as of ___, 20_ . This 

list will be updated post-closing with balances as of the Bank Closing Date. 

This schedule p rovides account categories and bal ances as of the date of the deposit download, 

or as indicated. The deposit franchise bid premium will be calculated using account categories 

and balances as of the Bank Closing Date that are reflected in the general ledger or subsystem as 

described above. The final numbers for Schedule 7 will be provided post-closing. 

Basic P&A Agrcemcnl 62 TmSJ Company Bank 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IE T Memphis. TN 
EXHIBIT 2.3A 


FINAL LEGAL NOTICE 


Claiming Requirements for D eposits 


Under 12 U.S.C. 1822(e) 


[Date] 


[Name ofUnclaimed Depositor] 

[Address of Unclaimed Depositor] 

[Anytown, USA] 

Subj ect: [XXXXX - Name of Bank 

City, State] - In Receivership 

Dear [Sir/Mada m]: 

As you may know , on [Date: Closing Date], the [Name of Bank ("The Bank")] was closed and 

the Federal Deposit Insurance Corporation ("FDIC") transfened [The Bank's] accounts to [Name of 

Assuming Institution). 

According to federal law under 12 U.S.C., 1822(e), o n [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 clai med your account(s) with [Name of Assuming Institution]. Based on the 

records recently supplied to us by [Name of Assuming Institution], your account(s) cun·ently fall into 

this category. 

This letter is your formal Legal Notice that you have 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 tbat you can claim your account(s) at [Name of Assuming Institution]. It is only 

necessary for you to take any one of the following actions in order for your accounl(s) at [Name of 

Assuming Institution] to be deemed cl aimed. In addition, if you have more than one accoun t, your 

cl ai m to one account wi ll auto matically claim all accounts: 

I. 	 Write to [Na me of Assuming Institution] and noti fy them that you wish to keep your accow1t(s) 

active with them. Please be sure to include the name of the account(s), the account number(s), the 

signature of an auth orized signer on the account(s), name, and address. [Name of Assuming 

Institution] address is: 

[123 Main Street 


Anytown, USA] 


2. 	 Execute a new signature card on your account(s), enter into a new deposit agreement with [Name of 

Assuming Institution], change the ownership on your account(s), or renegotiate the terms of your 

certificate of deposit account(s) (if any). 

3. 	 Provide [Name of Assuming Institution] with a change of address form. 

Basic P&A Agrcemcnl 63 TmSJ Company Bank 

vc.·sion 7.2 - P URC'HASil t\NllA SS(IMI' I'ION AGRI! IE T Memphis. TN 
4. 	 Make a deposit to or withdrawal from yow- accou nt(s) . This includes writing a check on any acco unt 

or having an automatic direct deposi t credited to or an au tomatic withdrawal debited from a n account. 

If yo u do not wan t to continue yo w- account(s) with [Name of Assuming Institution] for any 

reason, you can withdraw your fu nds and close your account(s). Withdrawing funds from one or more of 

you r accou nt.(s) sati sfies the federal law claiming requirement. If you have time deposits, such as 

cert ificates of deposi t, [Name of Assuming Institution] can advise you how to withdraw them without 

being charged an interest penalty for early withdrawal. 

ff you do not c laim ownership of your acco unt(s) at [Name of Assuming Institution by Date : 

eighteen months from the C losing Date] federal law requires [Name of Assuming Insti tution] to 

return your deposits to the FD£C, which will deliver them as unclaimed property to the State indicated in 

your address in the Failed JnstE tution's records. If your address .is outside of the United States, the FDIC 

will deliver the deposits to the State in which the Failed Institution had its main office. 12 U.S.C. 

§ 1822(e). lfthe State accepts custody of your deposits, you will have lO years from the date of delj very 

to claim your deposj ts from the State . After 10 years you will be perma nently barred from clai ming your 

deposits. However, if the State refuses to take custody of your deposits, you will be able to claim them 

from the F DIC until the receivership is ter minated. [f you have not clrumed your insured deposits before 

the rece ivership is terminated, and a receivers hip may be terminated at any time, all of your rights in those 

deposits will be barred. 

If yo u have any questions or concerns about these items, please contact [Bank Employee] at 

[Name of Assuming Institution] by pho ne at. [(XXX) XXX-XXXX]. 

Sincerely, 

[Name of Chtims Specialist] 

[Title] 

Basic P&A Agrcemcnl 64 TmSJ Company Bank 

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EXIDBIT2.3B 


AFFIDAVIT OF MAILING 

AFFIDAVTT 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 [Da te of mailing], I caused a true and correct copy of the Final Legal Notice, 

attached hereto, to owners of unclaimed deposits of [Name of Failed Bank], City, State, to be prepared 

for deposit in the mail of the United States of America on behalf of the Federal Deposit Insurance 

Corporation. A list of depositors to whom the notice was mailed is attached. Thi s notice was mailed to 

the depositor's last address as reflected on the books and records of the [Name of Failed Bank] as of the 

date of fai lure. 

[Name] 


[Title of Office] 


[Name of Assuming Institution] 


Subscribed and sworn to before me this ___day of [Mont.b, Year]. 

My commission expires: 

[Name], Notary Public 

Basic P&A Agrcemcnl 65 TmSJ Company Bank 

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EXHffiiT 3.2(c) 

VALUATION OF CERTAIN 


QUALIFIED FINANCIAL CONTRACTS 


Interest Rate Contracts - All interest rate swaps, forward rate agreements, interest rate 

f utures, caps, collars and tloors, whether purchased or written. 

Option Contracts - All put and call option contracts, whether purchased or written, on 

marketable securities, fina ncial futures, foreign c unencies, foreign exchange or foreign 

exchange futures contracts. 

Foreign Exchange Contracts - All contracts for future purchase or sale of foreign 

currencies, foreign currency or cross currency swap contracts, or fore ign exchange 

futures contracts. 

B. 	 Exclusions 

All financial contracts used to hedge assets and liabilities that are acquired by the 

Assuming Institution but are not subject to adjustment from Book Value. 

C. 	 Ad justment 

The difference between the Book Value and mmket value as of the Bank Closing Date. 

D. 	 Methodology 

l. The price at which the Assuming Institution sells or disposes of Qualified 

Financial Contracts will be deemed to be the fair market value of such contracts, 

if s uch sale or disposition occurs at prevailing market rates within a predefined 

timetable as agreed upon by the Assuming Institution and the Receiver. 

2. In valuing all other Qualified Financial Co ntracts, the followin g principles 

wiU apply: 

(i) 	 AIJ known cash flows under swaps or forward exchange contracts shall be 

present valued to the swap zero coupon interest rate curve. 

(ii ) 	 All va luations shall employ prices and interest rates based on the actual 

freque ncy of rate reset or payment. 

(iii) 	 Each tranche of amortizing contracts shall be separately valued. The total 

va lue of s uch amortizing contract shall be the sum of the values of its 

component tranches. 

Basic P&A Agrcemcnl 66 TmSJ Company Bank 


Vc,·sion 7.2 - PURC'HASil ,,r;, A SS(JMI' I'ION AGRI!h~IENT Memphis. TN 

(iv) 	 For regularly traded contracts, valuations shall be at the midpoint of the 

bid and ask prices quoted by customary sou rces (e.g., The W all Street 

Journal , Telerate, Reuters or other si milar source) or regularly traded 

exchanges. 

(v) 	 For all other Qualified Financial Contracts where published market quotes 

are unavailable, the adj usted price sh all be the average of the bid and ask 

price quotes from three (3) securi ties dealers accepta ble to the Receiver 

and Assuming Institution as of the Bank Closing D ate. If quotes from 

secmities deal ers cannot be obtained, an appraiser acceptable to the 

Receiver and the Assumjng Institution will petform a valuation based on 

modeling, correlation analysis, interpolation or other techniques, as 

appropriate. 

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EXHIBIT 4.13 

INTERIM ASSET SERVICING ARRANGEMENT 

This Interim Asset Servicing Arrangement is made pursuant to and as of the date of that 

certain Purchase and Assumption Agreement (the "Purchase and Assumption Agreement") 

among the Receiver, the Assuming Institution and the Corporation, to which this Anangement is 

attached. Capitalized terms used and not otherwise defined in this Exhibit 4.13 shall have the 

meanings assigned to such tenns in the Agreement 

(a) With respect to each asset or liability designated from time to time by the 

Receiver to be serviced by the Assuming institution pursuant to this Inte1im Asset Servicing 

Arrangement (the "Arrangement"), including any assets or liabilities sold or conveyed by the 

Receiver to any party other than the Assuming Institution (any such party, a "Successor 

Owner") but with respect to which the Receiver has an obligation to service or provide servicing 

support (such assets and liabilities, the "Pool Assets"), for certain loans (the "Loans") during the 

term of this Arrangement th e Assuming Institution s hall 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 

[nstitution shall service or provide servicing support for the Loans owned by a GSE in 

accordance with the guide lines promulgated by and its agreements with the applicable GSE. lf 

the Assuming Institution is not an approved or qualified servicer for a GSE or the Loans are not 

owned by a GSE, then the Assuming Institution shall service or provide servicing support for the 

Loans in accordance with the following: 

(i) promptly post and apply payments received to the applicable system of 

record; 

(ii) reverse and return insufficient funds checks; 

(iii) pay (A) participation payments to participants in Loans, as and when 

rece ived; (B) tax and insurance bills, as they come due, out of any escrow funds maintained for 

such purposes; and (C) unfunded commitments and protective advances out of any escrow funds 

created for 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 systems and other 

systems of record on which any activity with respect to any Pool Assets are, or prior to the B ank 

Closing Date, were, recorded, and maintain all historicaJ data on any such systems as of the Bank 

Closing Date and not, without the express consent of the Receiver (which consent must be 

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sought at least s ixty (60) days prior to taking any action), decouvert, remove, transfer or 

otherwise discontinue use of any of the Failed Bank's systems ofrecord with respect to any Pool 

Asset; 

(vi) maintain accurate records reflecting (A) payments received by the 

Assuming Institution, (B) information 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 statements 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 Receiver): 

(viii) employ a sufficient number of qualified employees to provide the services 

required to be provided by the Assuming Institution pursuant to this Arrangement (with the 

number and quali fications of s uch e mployees to be not less than the number and qualif ications of 

employees employed by the Failed Bank to perform such functions as of the Bank Closing Date); 

(ix) ho ld in trust any Credit Files and any serv icing files in the possession or 

on the premises of the Assuming Institution for the Receiver or the Successor O wner (as 

applicable) and segregate f rom the other books and records of the Assuming Institution and 

appropriately mark such Credit Files and ser vicing f iles to clearly ref1ect the ownership interest 

of the Receiver or the successor owner (as applicable); 

(x) send to the Receiver (indicating closed bank name and number), Attn: 

Interim Servicing Manager, at the email address p rov ided in Section 13.6 of the Purchase and 

Assumption Agreement, or ro such other person at such address as the Receiver may designate, 

via ovemight deli very: (A) on a weekly basis, weekly reports, including, without limitation, 

reports reflecting collections and trial balances, and (B) any other reports, copies or information 

as may b e requested from time to time by the Receiver, including, if requested, copies of (1) 

checks or other remittances received, (2) ins ufficient funds checks returned, (3) checks or other 

remittances for payment to participants or for taxes, insurance, f unding advances and protective 

advances, ( 4) pay-off requests, and (5) notices to defau lted Obligors; 

(xi) remit on a weekly basis to the Receiver (indicating closed bank name and 

number), Attn: DRR Cashier Unit, Business Operations Support Branch, in the same manner as 

provided in p aragraph (a)(x), via wire transfer to the account designated by the Receiver, or to 

such other person at s uch other add ress and/or account as the Receiver may designate, all 

payments received ; 

(xii) prepare and timely file all information re ports with appropriate tax 

authorities, and , if requested by the Receiver, prepare and f ile tax returns and re mit taxes d ue on 

or before the due date; 

Basic P&A Agrcemcnl 69 TmSJ Company Bank 

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(xiii) provide and fumish such other services, operations or functions , including, 

without limitation, with regard to any bu siness, 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 Institution, each of whi ch shall be interest beruing, titled in the name of 

Assuming Institution, in tmst for the Receiver or the successor owner (as appljcable), 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; a nd 

(xv) no later th an the end of the second Business Day following receipt thereof, 

deposit into the appl icable custodial account and retain t herein all funds collected and received 

with respect to the Pool Assets. 

Notwithstanding anything to the contrary in this Exhibit, the Assuming Institution shall not be 

requi red to initiate lit igation or other collection p roceedings against any Obligor or any collateral 

with respect to any defau lted Loan. The Ass uming Institution shall promptly notify the 

Receiver, at the address refened to above in paragraph (a)(x), of any claims or leg al actions 

regarding any Pool Asset. 

(b) In consideration for the provlSJ on of th e services provided purs uant to this 

Arrangement, the Receiver agrees to reimburse the Assuming Institution for the actual, 

reasonable and necessary expen ses incurred in connection with the performan ce of its duties 

pursuant to thi s Arrange ment, including shared serv ices of photocopying, postage, express mail, 

core data processing (allocated on a per loan basis based on histmical actual costs) and amounts 

paid for employee services (based upon the number of hours spent performing servicing duties). 

(c) The Assuming Institution shall provi.de the services desc ribed h erein for a term of 

up to three hundred sixty-five (365) days after the Bank Closing Date. The Recei ver may 

terminate the Anangement at any time upon not less than sixty (60) day s notice to the Assuming 

Institution w.ithout any liab ili ty o r cost to the Receive r othe r tha n the fees and expenses due to 

the Ass uming Institution as of the termination date pursuant to paragraph (b) above. 

(d) At any time during the term of this Arrangement, the Receiver may, upon not less 

than thirty (30) days prior w ritten notice to the Assumin g Institution, remove one or more Pool 

Assets, and at the time of s uch removal the Ass uming Institutio n's responsibility with res pect 

there to shall terminate. 

(e) At the expiration of this Arrangement or upon the termination of the Ass uming 

Institution 's responsibility with respect to any Pool Asset p ursuant to paragr aph (d ) h ereof, the 

Assuming Institution shall: 

(i) deliver to the Receiver (or its designee) all of the Credit Documents and 

records relating to the Pool Assets; and 

Basic P&A Agrcemcnl 70 TmSJ Company Bank 

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(ii) cooperate with the Receiver to facilitate the orderly transition of managing 

the Pool Assets to the Receiver or its designees (including, without limitation, its 

contractors and persons to which any Pool Assets are conveyed). 

(f) At the request of the Receiver, the Assuming Institution shall perform such 

transitional services with regard to the Pool Assets as the Receiver may request. Transitional 

services may include, without limitation, assisting in any due diligence 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, including, without limitation, system reports and data downloads 

sufficient to transfer the Poo.l Assets to another system or systems and to facilitate due diligence 

by actual and potential successor owners, and (ii) access to employees of the Assumi_ng 

Institution involved in the management of, or otherwise familiar with, the Pool Assets. 

(g) Until such time as the Arrangement expires or is terminated, without limitation of 

its obligations set fo11h above or in the Purchase and Assumption Agreement and without any 

additional consideration (other than that set forth in paragraph (b) above), the Assuming 

Institution shall provide the Receiver and its designees (including, without limitation, its 

contractors and actual and potential successor owners) with the foUowing, as the same may be 

requested: 

(i) access to and the ability to obtain assistance and information from 

personnel of the Assuming lnstitution, including former personnel of the Failed Bank and 

personnel of third party consultants; 

(ii) access to and the ability to use and download information from data 

processing systems and other systems of record on which information regarding Pool 

Assets or any assets transferred to or liabilities assumed by the Assuming Institution is 

stored or maintained (regardless of whether information with respect to other assets or 

liabilities 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, utiliLies (including local telephone service and 

facsimile machines), furniture, equipment (including photocopying and facsimile 

machines), and technology and connectivity (including email accounts, network access 

and technology resources such as shared drives) in the Bank Premises occupied by the 

Assuming Institution. 

Basic P&A Agrcemcnl 71. TmSJ Company Bank 

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