PURCHASE AND ASSUMPTION AGREEMENT 


WHOLE BANK 


ALL DEPOSITS 


AMONG 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


RECEIVER OF ALLIED BANK 


MULBERRY, AR 


FEDERAL DEPOSIT INSURANCE CORPORATION 


AND 


TODA Y' S BANK, HUNTSVILLE, AR 


DATED AS OF 


SEPTEMBER 23, 2016 


Whole Dank Allied Dank 


Versio n 7 .2-PURCHASE ,\I'DASSUMPTION AGREEMENT Mulberry. AR 

PURCHASE AND ASSUMPTION AGREEMENT 


TABLE OF CONTENTS 


6.3 Preservation o f Records...... ........... ....... ............. .. ... 31
 ARTICLE I. GENERAL .... ............................................ l 


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


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


1.3 	 Defined Terms ............................................... ........... 1 


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


2.1 	 Liabilities Assumed by Assuming Institution ...... ... 10 


2.2 	 lnterest on Deposit Liabilities ................................. J l 


2.3 	 Unclaimed Deposits ....................... .... ........ ............ . J l 


2.4 	 Employee Plans ............. ............ ................ ............. J 2 


ARTICLE UI. PURCHASE OF ASSETS...................... I 2 


3.1 	 Assets Purchased by the Assuming l nstimtion .... ... J2 


3.2 	 Asset Purchase Price ............................................... 12 


3.3 	 Manner of Conveyance: Limited Warranty: 


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


3.4 	 Puts of Assets to the Rece iver. ................................ 14 


3.5 	 Assets Not Purchased by Assumi ng Institution ...... .16 


3.6 	 Retention or Repurchase of Assets Essential to 


Receiver ......... ... .................................. .................... J8 


3.7 	 Receiver's Offer to Sell Withheld Loans ................ l8 


ARTICLE IV. ASSUMPTION OF CERTAIN DUTIES 


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


4. 1 	 Continuation of Banking Business.......................... 19 


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


4.3 	 Safe Deposit Busi ness ......................................... .... 20 


4.4 	 Safekeeping Business ...... ......... .... .... ......... ............. 20 


4.5 	 Trust Business ................................ ...... .... .... .... ....... 20 


4.6 	 Bank Premises ........ .......... ... ... ... .......... ..... .............. 21 


4.7 	 Agreement with Respect to Leased Data 


Management Equipment ...... ...... ......................... .... 25 


4.8 	 Certain Existing Agreements ............... ...... ....... ...... 26 


4.9 	 Informational Tax Reporting ............. ........ ......... .... 27 


4.10 	 Insurance ........................................... ................ ...... 27 


4.11 	 Office Space for Receiver and Corporation: Certain 


Payments.................................................................27 


4.12 Continuation of Group Health Plan Coverage for 


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


4. 13 	 Interim Asset Serv icing .......................................... 29 


ARTICLE V. DUTlES WITH RESPECT TO 


DEPOSITORS OF THE FAILED BANK ........................29 


5.1 	 Payment of Checks, Drafts, Orders and Deposits ...29 


5.2 	 Certain Agreements Related to Deposits ................ 29 


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


ARTICLE VI. RECORDS ... , .......................................... 30 


6.1 	 Transfer of Records ................................................ 30 


6.2 	 [Reserved] ........ ........... .... ....... ... .................. ......... .. 30 


Whole Bank 


Vers io n 7.2 -PURCHASE .-\ND ASSUMPTION AGREEMENT 


6.4 Access to Records; Cop ies .... ................................. 3 1 


ARTICLE VIT. BID; INITIAL PAYMENT ................... 32 


ARTICLE Vlll. ADJUSTMENTS .................................... 32 


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


8.2 	 Correction of Errors and Omissions; Other 


Liabilities ................................................. ........ .... ... 32 


8.3 	 Payments ..... ..... ....... .................................... ....... .... 33 


8.4 	 lnterest .................... ....................... .... ...... ............... 33 


8.5 	 Subsequent. Adjustments ........... .............. ............... 33 


ARTICLE IX. CONTINUING COOPERATION ........ 33 


9. I General Matters ............ ....... .............. .... ........ .... ..... 33 


9.2 Additional Title Documents ................................... 33 


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


9.4 	 Payment of Deposits ........... ........ .... .................. .. .. .. 34 


9.5 	 Withheld Payments ................................. .. .. .... .. .. ... 34 


9.6 	 Proceedings with Respect to Certain Assets and 


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


9.7 	 Information ............ .... ............................................. 35 


9.8 	 Tax Ruling .............. ............. ........... ... ..................... 35 


9.9 	 Limited Power of Attorney..................... ........... ..... 36 


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


ARTICLE XI. REPRESENTATIONS AND 


WARRANTIES OF THE ASSUMING INSTITUTION. 36 


11.1 Corporate Existence and Authority ..................... ... 36 


I 1.2 Third Party Consent ............................................... 36 


11.3 Execution and Enforceability .............................. ... 36 


I J.4 Compliance with Law .............. .. ........ ............. ....... 36 


11.5 Insured or Guaranteed Loans .......... ............ ...... ..... 37 


11.6 Representations Remain True ....................... ......... 37 


11.7 No Reliance; Independent Advice.......................... 37 


ARTICLE XJI INDEMNIFICATION ........................... 37 


12.1 lndemn ification of l.ndemnit.ees.............. ..... ........... 37 


12.2 Conditions Precedent to 1ndemnification ......... ..... . 40 


12.3 No Additional Warranty... ....... ........ ....... ................ 4 1 


12.4 Indemnification of Receiver and Corporation ..... ... 4 1 


12.5 Obligations Supplemental ......... ......... ......... ........... 41 


12.6 Criminal Claims ..................................... ............ ... . 42 


12.7 Limited Guaranty of the Corporation ...... ........ ....... 42 


12.8 Subrogation ........................ .... ................................ 42 


ARTICLE XID. MISCELLANEOUS ............................... 42 


13. 1 Expenses.... ..... ..... ....... ............... ......... .................... 42 


13.2 	 Waive r of Jury Trial ... ...... .... ....... ........................... 42 


13.3 	 Omsent; Detennination or Discretion ............ ........ 43 


Allied Bank 

Mulberry. AR 
13.4 Rights Cumu lati ve .................................................. 43 13. 11 Modification ........... .... ......................... ................... 45 


13 .5 Re ferences .............. ................................................43 13.12 Manner of Paymen t ................................................ 45 


13.6 Notice ...... ... ........................................ .. ................... 43 13. 13 Waiver .................................................................... 45 


13.7 Entire Agreement. ...................... .... ......................... 44 13.14 Severability ............................................................ 45 


13.8 Count.erparts ............................................................44 13. 15 Term of Agreemen t ................................................ 45 


13.9 Governing Law ..... .................................................. 44 13.16 Survival of Covenants, Etc ..................................... 45 


13. 10 Successors ............................................................... 44 13.17 Right ofR eceiver or Corporation to Audit. ............ 45 


SCHEDULES 

Page 


Excluded Deposit Liability Accounts ................................................................... ............................. Schedule 2.1 (a) 47 


Purchase P1ice of Acqu ired Assets ................................................................... ............. ........................ Schedule 3.2 48 


Excluded Securities .. ................ .... ............ ................ ............................. ............................................. Schedule 3.5(1) 50 


Excluded Other Real Es tate and Excluded Other Real Estate Subsidiaries ..................................... Schedule 3.5(m) 51 


Bank Prem ises in Underserved Areas ............................. .................................................................. Schedule 4.1 ( b) 52 


Data Retention Catalog .... .. ...... .... .................... .. .. ......... ................................................................ .. ....... Schedule 6 .3 53 


Accounts Excluded from Calcu lation of Deposit Franchise Bid Premium ............................................... Schedule 7 55 


EXHIBITS 

Page 


Final Legal Notice ............................................................................ ...................................................... Exhibit 2.3A 57 


Affidavit of Mai ling ................................................. ... .............................................................. ............. Exhibit 2.38 59 


Valuation of Certain Qualified Financial C ontracts .............................................................................. Exhibit 3.2(c) 60 


Interim Asset Servicing Arrangement:.. .... ......................................................... ...................................... Exhibi t 4. 13 62 


Whole Bank 11 A llied Bank 


V ersi o n 7 .2- PURCHASE Ar<D ASSUMI'TION AGREEMENT Mulberry. AR 

PURCHASE AND ASSUMPTION AGREEMENT 

WHOLE BANK 

ALL DEPOSITS 

THIS AGREEMENT, made and entered into as of the 23rd day of September, 2016, by 

and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of 

ALLIED BANK, MULBERRY, AR (the "Receiver"), TODA Y'S BANK, organized under the 

laws of the State of Arkansas, and having its principal place of business in HUNTSVILLE, AR 

(the "Assuming Institution"), and the FEDERAL DEPOSIT INSURANCE 

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

principal office in Washington , D.C., acting in its corporate capacity (the "Corporation"). 

R EC ITALS 

A. On the Bank Closing Date, the Chartering Authority closed ALLIED BANK (the 

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

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

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

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

Assuming Institution to fac ilitate the transactions contemplated by this Agreement, which 

assistance may include indemnification pursuant to Article Xll. 

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

assistance to the Assuming Institution on the terms and s ubject to the conditions set forth in this 

Agreement. 

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

necessary to meet the obligation of the Corporation to prov ide insurance cover age for the insured 

deposits in the Failed Bank and is the least costly to the deposit ins urance fund of all possible 

methods for meeting such obligation. 

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

valuable consideration, the parties hereto agree as follows: 

AGREEMENT 

ARTICLE 1. GENERAL. 

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

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

certain assets and assumes certain liabilities of the Fail ed Bank. 

1.2. [Reserved]. 

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

meanings set forth or referenced in this Section l. 3. As used herein, words imparting the 

singular include the plural and vice versa. 

Whole Bank Allied B:lllk 

Vc,·sion 7.2 - PuRCHASil t\Nll A SS(JMI' I.ION AGRI!h~IE T Mulberry. AR 
" Accounting Records" m ean s th e gener al ledger and subsidiary ledgers and supporting 

schedules which support the general ledger balances. 

"Acquired Assets" mean s all assets of the Failed Bank purchased pursuant to thi s 

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

the meaning of thi s definition by virtue of bein g owned by such Subsidiaries. 

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

Subsidiad es of the Failed Bank acquired pursu ant to Section 3. 1. 

''Affiliate" of any Pe rson means any di rector, officer, or empl oyee of th at Person and any 

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

indixect common control with, su ch P erson, or (H) who is an affiliate of such Person as the term 

"affiliate" is defin ed in § 2(k) of th e Bank Holding Company Act of 1956, as amended, 

12 u.s.c. § 1841. 

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

Assumjn g In stituti on, the Corporatio n and the Receiver , as amended or otherwise modifi ed from 

time to time . 

''Assumed Deposits" means Deposits. 

"Assumi ng Institution" has th e mean ing set forth in the introduction to this Agreement. 

"Bank Closing Date" 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 fac ilities, teller 

fac ilities (staffed or automated), storage and service faci lities, stru ctures connecting remote 

facilities to banking hou ses, land on which the forego ing are located and unimpro ved land, 

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

formerly been utili zed, are c mrentl y utili zed, or as of the B ank Clos.ing Date, are intended to b e 

utilized in the future by the F ailed Bank as shown on the Fai.led Bank Records, excluding those 

bank premises located at 112 W. Pointer in Van Buren, AR. 

"Bank Premises Surr ender Date" means, wi.th respect to each specific Bank Premises, 

the date selected by the Assuming Institution to s urrender such Bank Premises to the Receiver, 

which elate shall be no later th an the first day after the Receiver is satisfied that aiJ of the 

conditi ons for suJTender of such B ank Premises set forth in thi s Agreement have been met; 

provided that, unless otherwjse provided in thi s Agreement, such date shall not be more than 150 

days after the Bank C losing Date. 

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

"Bid Form" mea ns Exhi bit "A" to the bid instructio ns provided to th e Assuming 

Institution. 

"Bid Valuation Date" means July 7, 20 16. 

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

Whol e Bank 2 Allied B:lllk 


Vc,·s ion 7.2 - PuRC'HASil t\Nll A SS(JMI' I'ION AGRI!h~IE T Mulberry. AR 

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

dollar amount thereof stated on the Failed Bank Records. The Book Value of any item shall be 

determined as of the Bank Closing Date after adjustments made by the R eceiver for differences 

in accounts, suspense items, unposted debits and credits and other similar adjustments, chargeoff adju stments as provided in Section 8.1, or corrections and for setoffs, whether voluntary or 

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

investment in subsidiary and related accounts on the "bank only'' (unconsolidated) balance sheet 

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

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

interest thereon as of the Ban k Closin g 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 B ank Closing Date, adjus tments for the pot1ion of 

earned or unearned loan-related credit life and/or disability insurance premiums, if any, 

attributable to the Failed Bank as of the B ank Closing Date, and adjustments for Fa iled Bank 

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

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

deferred income, fees or expenses, or general or specific reserves on the Failed Bank R ecords. 

"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 ofthe Corporation is closed. 

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

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

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

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

the Corporation in accordance with 12 U.S.C. § 182l (c)(4), with regard to self-appoi ntment, or 

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

"Commitment" means the unfunded portion of a line of credit 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 B ank as of the Bank Closing Date, other 

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

Failed Bank, if any. 

"Corporation" has th e meaning set forth in the intToduction to this Agreement. 

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

"Credit Documents" means the agreements, instruments, certificates or other documents 

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

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

applications, lease financ ing contracts, banker's acceptances, drafts, interest protection 

agreements, currency exchange agreements, repurchase agreements, reverse repurchase 

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

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

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

agreements, and all amendmen ts, modifications, renewals, extensions, rearrangements. and 

substitutions with respect to any of the foregoing. 

Whole Bank 3 Allied B:lllk 

Vc,·sion 7.2 - PuRC'HASil t\Nll A SS(JMI' I'ION AGRI!h~IE T Mulberry. AR 
"Credit File" means all Credit Documents 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 in a Put Notice, or copies of any such 

documents. 

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

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

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

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

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

or contingent liability of any depositor arising from an unauthorized 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 an y depositor as a director or officer of the Failed Bank, 

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

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

Assumed Deposits or deposits at other insured depository institutions. 

1

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

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

data on server hard drives. 

"Eligible Individuals" has the meaning set forth in Section 4.12. 

"Eligible Overdraft" means an overdraft that (I) was in ex istence on the Bank Closing 

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

protection plan or s imilar extension of credit. 

"Equity Method of Accounting" means the can·ying value of a bank's investment in a 

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

bank's proportionate share of the subs idiary's earn ings or losses and decreased by the amount of 

cash dividends or similar distributions 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. 1 2. 

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

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

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

life insurance, accident a nd h ealth insurance and vendor's single interest ins urance . 

"Failed Bank Assessment Area" means the mos t recent Community Reinvestment Act 

("CRA") assessment ar ea of tbe Failed Bank refl ected in the Information Package. 

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

"Fair Market Value" means: 

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

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

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

Whole Bank 4 Allied B:lllk 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IE 'I' Mulberry. AR 
market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and 

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

definition are the assumed consummation of a sale as of a specified date and the passing of title 

from seller to buyer under conditions whereby: 

(i) Buyer and seller are typically moti vated; 

(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 expos ure in the open market; 

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

arrangements comparable thereto; and 

(v) The price 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 determi ned as of the Bank Closing Date by an appraiser chosen by the Receiver; any costs and 

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

with respect to Bank Premises (to the ex tent, if any, that Bank Premises are purchased 

utilizing thi s valuation method), shall b e determi ned not later than sixty (60) days after the Bank 

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

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

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

(b) with respect to propetty other than Bank P remises and Specialty Assets purchased 

utilizing this valuation method, the price therefor as establis hed by the 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 meanin g set forth in Section 2.3(a). 

"Fixtures" means those leasehold improvements, additions, alteratio ns and install ations 

constituting all or a part of B ank Premises (including without limitation automated teller 

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

damage to s uch B ank Premises) and which were acquired , added, built, installed or purchased at 

the ex pense of the Failed B ank, regardless of the ho lder of legal titl e th ereto as of the Bank 

Closing Date. 

"Furniture and Equipment" means the furniture and equipment (oth er than Safe 

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

motor vehicles), leased or owned by the Failed Bank and 1·eflected on the Failed Bank Records as 

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

automated teller mac hines (to the extent they are not Fixtures), carpeting, fumiture, office 

machinery, shelving, office suppli es, telephone, surve ill ance and security systems, ancill ary 

equipment and artwork. F urniture and equipment located at a storage facility not adj acent to a 

Bank Premises are excluded from thi s definition. 

Whole Bank 5 Allied B:lllk 

vc.·sion 7.2 - PURC"HASil t\Nll A SS(IMI' I"ION AGRI!h~IE T Mulberry. AR 
"GSE" means a government s ponsored enterprise. 

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

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

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

Assuming Institutio n, 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 

B ank. 

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

with respect to the Failed Bank, including any amendments 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 positi ve, the aggregate Book Value of the LiabilWes Ass umed mjous the sum of 

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

Estate, Other Real Estate Subsidiar ies, 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 Liabiliti.es Assumed and the negative Bid 

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

Premises, Other Real Estate, Other Real Estate Subsidiru·ies, and Optional Loan Pools purchased 

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

Institution if (i) the Liabilities Assumed are greater th an 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 Paymen t shaH be p aya ble by the Assuming Institution to the Corporation if (i) 

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

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

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

Initial Payment shall be subject to adjustment as provided in Article VIII. 

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

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

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

DVDs, C Os, flash drives, telecommunications and check processing equipment and any other 

e lectronic storage media leased by the Fa iled B ank at Bank Closing Date which is, was, or could 

have been used by the Failed Bank in connection with data management activities. 

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

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

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

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

AcquiJed Asset. 

"Loan" or "Loans" means, individually or collectively, aU of the following owed to or 

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

Whol e Bank 6 Allied B:lllk 

vc.·sion 7.2 - P URC'HASil t\NllA SS(IMI' I'ION AGRI! IE T Mulberry. AR 
(a) loans (including loans which have bee n charged off the Failed Bank 

Records in whole or in pa1t prior to and incl uding the Bid Valuation Date), participation 

agreements, interests in participations, overdrafts of c us tomers (including but not limited to 

overdrafts made pursuant to an overdraft protection plan or similar extens ion s of credit in 

connection with a deposit account), revolving commerci.al lines of credjt, home equity lines of 

credit, Com mitments, United States and/or State-guaranteed student loans and lease fin anc ing 

contracts; 

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

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

for the benefit of. the holder of the obligations or instruments refened to in clause (a) above, 

including but not limited to those arising under or based upon Credit Documents, casualty 

ins urance polic ies and bi nders, stan dby letters of credit, mortgagee titl e in surance policies and 

binders, payment bonds and performance 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) aU amendments, modifications, renewals, extensions, refinancings and 

refu ndings of or for any of the foregoing. 

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

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

refu nding of or for any then-existing Loan. 

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

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

severally. 

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

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

cooperative interests, easeme nts, air rights, water rights, and development rights 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, comp uter hardware, 

computer software, computer networkin g equipmen t, printers, fax machin es, 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 

C losing Date whi ch 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 Closin g Date. 

"Person" means any individual, corporation, prutnership, joint venture, assoctatJon, 

limited liability company , limited liability partnership, joint-stock company, tru st, 

unincorporated organization, or govemment 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 whjch usually store informational data on that 

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

Whol e Bank 7 A l lied B:l11k 

Vc,·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~tn T Mulberry . AR 
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 against) to or o n behalf of any Person in connection with 

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

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

banker's blanket bond. 

"Pro Forma" means a bala nce sheet that ref lects a reasonably accurate financial 

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

opening e ntries of both the Assuming Institutio n and the R eceiver. 

"Proprietary Software" means computer software developed f or and owned by the 

Failed Bank for its own purpose and use. 

"Put Date'' bas the meaning set forth i n Secti.on 3.4(d). 

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

"Qualified Beneficiaries'' has the meaning set for th in Section 4.12. 

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

U.S.C. § 182l(e)(8)(D). 

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

"Related Liability'' with respect to any Acquired Asset means any liability existing and 

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

mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affe cting such 

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

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

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

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

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

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

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

of such Related Liability shall be al located among such Acquired Assets for the purpose of 

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

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

shall be pro rata based upon the do llar am ount of such Acquired Assets stated on the Failed Bank 

Records of the entity that owns such Acquired Asset. 

"Repurchase Price" means, with r espect to any Acquired Asset, an amount equal to the 

sum of (i) the purchase price of the Acquired Asset as determined pursuant to Sectio n 3.2 and 

e ither (ii) minus the pro rata Acquired Asset discount or plus the pro rata Acquired Asset 

premium, if any, (il) adjusted (A) for any advances and interest on such Acquired Asset after the 

Bank Closing Date and (B) by subtracting the total amount received by the Assuming Institution 

for such Acquired Asset after the B ank Closing Date, regardless of how applied (iii) plus total 

Whol e Bank 8 A llied B:l11k 

Yc1·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~tn T Mulberry. AR 
disburseme nts of ptincipal made by the Receiver not otherwise included in the Book Value. For 

(x) New Loans, Deposit Secured Loans and Eligible Overdrafts put back to the Receiver 

purs uant to Section 3.4 or (y) Acquired Assets sold pursualll to Section 3.7 and re purchased by 

the Receiver pursuant to Section 3.6, the Rep urch ase Price shall not take into account the pro rata 

Acquired Asset discount or premium, if any. The Repurchase Ptice for EUgible Overdrafts shall 

include adjustments for credits or depos its received after the Bank Closing Date and prior to the 

date of put back. 

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

the re movable safe deposit boxes and safe deposit stacks in the Failed Bank's vault(s), all rights 

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

combinations thereto. 

"Settlement Date'' means the first Business Day immediately prior to the day whi ch is 

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

as may be agreed upon by tbe Receiver and the Assuming Institution. The Receiver, in its 

discretion, may extend the Settlement Date. 

"Settlement Interest Rate" means, for the fi rst cale ndar quarter or portion thereof during 

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

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

United States Treasury o n the TreasuryDirect.gov website; provided, that if no such In vestment 

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

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

Closing Date shall be used. Thereafter, the rate shall be adj usted to the rate determin ed by the 

Receiver to be equal to the Investme nt Rate on such Treas ury Bills in effect as of the fi rst day of 

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

Treasury on the TreasuryDirect.gov website. 

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

and equipment owned by the Failed Bank and reflected o n th e Failed Bank Records as of the 

B ank Closing Date and located on or at Bank Premises, includi ng wi thout limjtation fine art and 

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

boats; jewe lry; collectible firearms; cultural artifacts; scul ptures; Proprietary Software; and any 

other items that typically cannot be appraised by a Furni tur e and Equipment appraiser. Specialty 

Assets does not include any repossessed collateral. 

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

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

Act, 12 U.S.C. § 1813(w)(4), as amended . 

"Underserved Area" means a census track desig nated as an under served middle-income 

nonmetropoli tan trac k on the most recent List of M idd le-Income Non-M etropolitan Di stressed or 

Underserved Geographies as published by the Federal Financial Institutions Examination 

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

Underserved Market is attached as Schedul e 4. 1 (b). 

Whole Bank 9 Allied B:lllk 


Vc,·sion 7.2 - PuRC"HASil t\Nll A SS(JMI' I"ION AGRI!h~IE T Mulberry. AR 

ARTICLE 0. ASSUMPTION OF LIABILITIES. 

2.1. Liabilities Assumed by Assuming h1stitution. The Assuming Institut ion 

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

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

Closing Date, except as otherwise provided in this Agreement (such li abi liti es refe rred to as 

"Liabilities Assumed''): 

(a) Assumed Deposits, except those Deposits specifically li sted on 

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

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

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

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

insufficient to properly secure such Deposits; 

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

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

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

pursuant to this Section 2.1 (b) (x) shall be limited to the market value (as determined by the 

Receiver) of the Acquired Assets securing such liability and (y) is not subject to adjustment 

pursuant to Article VIII; 

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

Banks and Federal Horne Loan Banks, if any, wh ether currently owed, or conditional or not yet 

matured, including but not limited to, if applicable, (i) advances, including principal, iJ1terest, 

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

obligations; (iii) acqui red member assets programs, including representations, warranties, credit 

enhancement obligations and servicing obligations; (iv) affordable housing programs, incJuding 

retention agreements and other contracts and monitoring obligations; (v) swaps and other 

deri vatives; and (vi) safekeeping and custody agreements, provided, that the assumption of any 

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

such liability as de termined by the Receiver; and overdrafts, debit balances, service charges, 

reclamations and adjustments to accounts with the Federal Reserve Banks as reflected on the 

books and records of any s uch Federal Reserve Bank within ninety (90) days after the Bank 

C losing Date, if any; 

(d) ad valorem taxes (prorated through the Bank Closing 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), whe ther or not reflected on the Failed Bank 

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

taxes pursuant to tllis Section 2. 1 (d) shall be limited to an amount equal to the market value of 

the Acquired Asset to wh ich such taxes apply as determined by the Receiver; 

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

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

unpaid interes t thereon computed to and including the Bank Closi ng Date); provided, that the 

assumption of any liability pursuant to this Section 2.1 (e) shaiJ be limited to the market vaJue of 

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

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

Whole Bank 10 Allied B:lllk 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IE 'I' Mulberry. AR 
(g) liabili6es for any acceptance or commercial letter of credit prov ided, that 

the assumption of any liability pursuant to this Section 2.1 (g) shall be limited to the market value 

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

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

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

other standby letters of credit; 

(i) duties and obligations assumed pursua nt to this Agreement including 

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

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

safekeeping business and trust business, if any; 

U) liabilities, if any, for Commitments with respect to Loan s th at are 

purchased pursuant to thi s Agreement; 

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

(I) liabilities , if an y, with res pect to Qualified Financial Contracts; 

(m) liabilities, if any, under any contract pursuant to which loan servicin g is 

pro vided to the Failed Bank by others; and 

(n) any deferred revenue, income o r fees recorded on the ge neral ledger of the 

Failed Bank as of the Bank Closing Date atu·ibutable to any business assumed pursuant to 

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

to FASB 91 - Loan Fees and Costs associated with origi nating or acquiting Loa ns and initial 

direct costs of leases. 

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

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

Section 2. 1 at a rate(s) it sh all determ ine; pro vid ed, that for no n-transaction Deposit liabilities 

such rate(s) sha ll not be less than the lowest rate offer ed by the Assuming Institution to its 

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

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

depositor's Deposit, whether or not the Assuming In stitut ion e lects to pay interest in accordance 

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

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

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

pledge. The Assum ing Institution shall give notice to s uch depositors as p rovided in Section 

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

2.3. Unclaimed Deposits. 

(a) Final Legal Notice. Fourteen ( 14) mo nth s foll owing the Bank Closing 

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

including the type of account, not claimed by the depositor. The Receiver will revi e w the list 

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

N otice in a form substantiall y similar to Exhibit 2.3 A (the "Final Legal Notice") to th e owner(s) 

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

account(s) w ith the Assuming Institution. The Assum ing Institu tion w ill send the F inal Legal 

Notice to the depositors with in fifteen (15) days followin g notification of th e Receiver 's 

Whol e Bank 11 A l lied B:l11k 

Vc,·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~tn T Mulberry. AR 
authorization. The Assuming Institution will prepare an Affidavit of Mailing in a form 

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

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

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

Closing Date, any deposito r of the Failed Bank does not claim or arrange to cont inue such 

depositor's Assumed De posi ts at the Assuming Institution, the Assuming Institution shall , within 

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

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

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

prescribed by the Receiver, and (iii) assign, transfer, conv ey, 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 lnstitution and other records generated or mainta ined by the 

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

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

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

2.4. Employee Plans. Except as provided in Section 4.1 2, the Assuming institution 

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

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

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

subseq uent to the date of this Agreement. 

ARTICLE Ill. PURCHASE OF ASSETS. 

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

expressly excl uded in Sections 3.5 and 3.6, the Assuming Institutio n hereby p urchases f rom the 

Receiver, and the Receiver hereby sells, assigns, transfers, conveys and delivers to the Assuming 

Institution, all right, title and interest of the Receiver in and to all of the assets (real , personal and 

mixed, wherever located and however acguiJed) including all subsidiaries, joint ventures, 

partnerships and any and all other business combinations or arrangements, whether active, 

inactive, dissolved or terminated, of the Failed Bank whether or not refl ected on the books of the 

Failed Bank as of the Bank Closing Date. The Assuming Institution purchases all Acquired 

Assets subj ect to all liabilities for indebtedness collateralized by Liens affecting such Acquired 

Assets to the extent provide d in Section 2. I. The Acquired Assets include the cla ims of the 

Failed Bank in the fo llowing litigation: Allied Bank & Acme Holding Compan y, Inc . vs 

Chambers Bank, Case # 17CV-15-2241 filed in the Circuit Court of Crawford County, Arkansas 

on June 22, 2015 . 

3.2. Asset Purchase Price. 

(a) D etermination of Asset Purchase Price . All Acquired 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 amo unt resulting from the method specified for determin ing the amount, 

as specified on Schedule 3 .2, except as otherwise may be provided herein. Any Acqui red Asset 

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

at its Book Value. The p urchase price for Acqu ired Subsidiaries shall be adjusted pursuant to 

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

(b) Purchase P rice for Securities. The purchase price for an y security (other 

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

Whol e Bank 12 A llied B:l11k 

Vc,·sion 7.2 - PURC"HASil t\Nll A SS(IMI' I"ION AGRI!h~tn T Mulberry. AR 
purchased under Section 3. 1 by the Assuming Institution shall consist of the market price (as 

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

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

interest, where applicable, as noted below. 

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

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

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

the discretion of the Receiver, by IDC/Financial Times (FT) Interactive Data; (ii) 

provided that if such market price is not available for such sec urity, the Assum ing 

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

notification/bid request by the Receiver (u nless a different time period i s 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) furth er provided that in 

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

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

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

such security shall not pass to the Assumi ng Ins titution and s hall be deemed to be an 

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

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

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

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

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

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

one of two ways, de[pend ing on whether or not tbe 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 plice per unit; and (ii) the purchase price 

for a non-equity security shall be an amount equal to th e applicable market price 

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

payment factor most recently widely available). T he 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 rhe purchase price for that security shall be subject to adjustment postclosing based on a "cancel a nd conect" procedure. Under this procedure, after such 

current factor becomes pubLicly available, the Receiver wi ll recalculate the purchase price 

utilizing the current factor and r elated interest rate, and will notify the Assuming 

Institution of any difference and of the app)jcable amount due from one party to the other. 

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

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

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

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

recent par value (or ·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 Datte occurs, through the Bank C losing Date. 

Whole Bank 13 Allied B:lllk 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I.ION AGRI!h~IE T Mulberry. AR 
(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 cos ts associated with such valuation shall be shared equally by the R eceiver 

and the Assuming Institution. 

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

CONVEYANCE OF ALL ACQUIRED ASSETS, INCLUDING REAL AND PERSONAL 

PROPERTY INTERESTS, PURCHASED BY THE ASSUMING INSTITUTION UNDER 

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 TillS AGREEMENT, 

WITHOUT ANY WARRANTIES WHATSOEVER WITH RESPECT TO SUCH 

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

COLLECTIBILITY, GENUINENESS, ENFORCEABILITY, DOCUMENTATION, 

CONDITION OR FREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR 

IN PART), OR ANY OTHER MATTERS. 

3.4. Puts of Assets to the Receiver. 

(a) Puts Within 30 Days or 40 Days After the Bank Closing Date . 

(i) During the thht y (30)-day period following the Bank Closin g Date 

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

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

Assuming Institution may require the Receiver to purchase (x) any Deposit Secw·ed Loan 

tran sfened to the Assuming Institution pursuant to Section 3.J which is not fully secured 

by Assumed Deposi ts or deposits at other insured depository institutions due to either 

insufficient Assumed Deposit or deposit collateral or deficient documentation regarding 

such collateral or (y) any New Loan ; provided that, the Assuming Institutim1 may not 

require the pmchase of a Deposit Secured Loan that is secured by an Assumed Deposit 

until any Deposit setoff determination, whether voluntary or involuntary, has been made. 

(ii) Dming the forty (40)-day period following the Bank Closing Date, 

the Assuming Institution may require the Receiver to purchase, any Eligible Overdraft 

tran sferred to the Assuming Institutio n pursuant to Section 3. 1 which ex isted on the 

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

(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 such Loan is an Acquired Subsidi ary or (y) the Assuming Institution has: 

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

Commitment or otherwise with respect to s uch Loan; 

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

Related Liability with respect to such Loan; 

(C) created or permitted to be crea ted any Lien o n such Loan 

which secures indebtedness for money borrowed or which constitutes a 

conditional sales agreement, capital lease or other title retention agreement; 

Whole Bank 14 Allied B:lllk 


Vc,·sion 7.2 - PuRC'HASil t\Nll A SS(JMI' I'ION AGRI!h~IE T Mulberry. AR 

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

granted or permitted any modification or amendment to, any waiver or ex tension 

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 climinished such collateral; or 

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

a third party (whether with or withou t recourse). 

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

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

Assuming Institution may requ ire the Receiver to purchase any Acquired Asset which th e 

Assuming Institution can establi sh is evidenced by forged or stolen instruments as of the Bank 

Clos:ing Date; provided that the Assuming Institution may not require the Receiver to purchase 

any Acq uired Asset wi th respect to which the Asswning Institution has taken an y actio n referred 

to in Section 3.4(a)(iii) with respect to such Acq uired Asset. The Assuming Institution shall 

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

Rece iver against any and all claims of any Person clai mi ng by, thro ugh or under the Assuming 

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

(c) Notices to the Receiver. lf the Assmning Institution elects to require the 

Receiver to p urchase one or more Acquired Assets pursuant to thi s Section 3.4, the Assuming 

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

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

the Receiver to purchase; 

(ii) a list of all Related Liabil.it ies with respect to the Acquired Assets 

ide ntitled in the Put Notice; and 

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

Asset identified in the Pu t Notice as of the applicabl.e Put Date (defined below). 

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

which the Receiver has consented. As provided in Section 9 .6, the Assuming Institution shall 

deliver to the Receiver all documents, C redit Files and add itio nal 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) Purch ase by Receiver. The Receiver shall purchase Acquired Assets that 

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

Assets. The transfer of such Acq uired Assets and Related Liabilities shall be effective as of a 

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

b y the Recei ver of the Put Notice (the "Put Date"). 

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

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

of such Acquired Asset minus the Related Liability Amount appli cable to such Acq uired Asset, 

in each case determined as of the applicable Put Date. If the difference between the R epurchase 

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

Institution the amount of the difference; if the clifference between such amounts is negative, then 

Whole Bank 15 Allied B:lllk 

vc.·sion 7.2 - PURC"HASil t\Nll A SS(IMI' I"ION AGRI!h~IE T Mulberry. AR 
the Assuming Institution shaH pay to the Receiver th e amount of the difference. The Assuming 

Institution or the R eceiver, as the case may be, shall pay the amount determined pursuant to this 

Section 3.4 not later than the twentieth (20th) Business Day following the applicable Put Date, 

together with interest on su ch amount at the Settlemen t Interest Rate for the period from and 

including such Put Date to and including the day preceding the date on which payment is made. 

(f) Servicing. The Assuming Institution shall administer and 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 purch ases such Acquired Asset. 

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

R elated Liability) that it is not required to purchase purs uant to this Section 3.4, the Assuming 

Institution shall repurchase such Acquired Asset (and assume such Related Liabili ty) from the 

Rece iver at a price computed so as to achieve the same economic result as would apply if the 

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

(h ) Transf er to R eceiver without Recourse. The Assuming Institution shall 

transfer any Acqujred Asset pursuant to this Section 3.4 to the Receiver witho ut recourse and 

shall i.ndemnify the Receive r against any and all claims of any Person claiming by, through or 

under the Assuming Institution with respect to any s uch Acquired Asset, as provided in 

Section 12.4. 

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 assume u nder this Agreement: 

(a) any fi nancial institutio n bo nds, banker 's blanket bonds, or p ublic liability, 

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

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

an y proceeds payable with respect to any of the foregoing; 

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

director, employee, accounta nt, attorney, or an y other Person employed or retained by the Failed 

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

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

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

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

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

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

purposes hereof , the acts, o missio ns or other events giv ing ri se to any such claim shall have 

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

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

banker's blanket bo nd, or any other insurance po licy of the Failed Bank in force as o f the Bank 

Closing Date; 

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

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

including any claims arising as a resul t of the Failed Bank having entered into any agt"eement or 

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

payment of taxes; 

Whol e Bank 16 A l lied B:mk 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I"ION AGRI!h~IE T Mulberry. AR 
(e) amounts reflected on the Failed Bank Records as of the Bank Closing Date 

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

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

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

Assets located on leased or owned Bank Premises, if any; provided that the Assuming Institut ion 

does obtain an option under Sections 4.6, 4.7 or 4.8, as the case may be, with respect thereto; 

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

may contain environmentally hazardous substances; 

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

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

and other intangibles (other than intellectual property); 

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

Bank; 

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

R ecords, but not taken into income as of the Bank Cl osing Date, associated with a line of 

business of the Failed Bank which is not assumed pursuan t to this Agreement; 

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

(l) any banker' s bank stock, and the secwities listed on Schedule 3.5(1); 

(m) Other Real Estate oil & gas leases listed on Schedule 3.5(m); 

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

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

has an option to assume under Section 4.8; 

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

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

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

Valuation Date, includi ng any subsequent judgments aris ing therefrom, other than any asset that 

was secured by collateral that was (i) foreclosed 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 descriibed in Section 2.4 under which the Failed Bank has any liability, 

obligation or responsibility, unless the Assuming Institution assumes liability, obligations or 

responsibilities under such plan su bsequent to the date of this Agreement; and 

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

Date and discovered after the Settlement Date. 

Whole Bank 17 Allied B:lllk 


Vc,·sion 7.2 - PuRC'HASil t\Nll A SS(JMI' I'ION AGRI!h~IE T Mulberry. AR 

3.6. Retention or Repurchase of Assets .Essential to Receiver. 

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

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

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

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

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

evidencing or pertaining thereto), which may include any Acquired A sset or asset that the 

Rece.i ver determines to be: 

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

of the Failed B ank, its Subsidiaries or Affiliates or any related entities of any of the 

foregoing; 

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

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

of, any legal proceedings; 

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

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

institution ; 

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

Receiver; or 

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

Assuming Institution unde r thi s Article TIT or any Biabili ty ofthe Fail ed Bank not assumed 

by the Assumin g Institution under Article II. 

(b) Each such Acqui red Asset or asset pmchased by the Receiver shall be 

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

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

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

Receiver sha11 pay the Assuming Institution not later than the twe ntieth (20th) Business Day 

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

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

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

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

accordance with usual and prude nt banking standards and business practices until each suc h 

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

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

Institution shall transfer all s uch Acquired Assets or assets and Related Liabilities to th e Receiver 

without recourse, and sh all inde mnify the Receiver agai nst any and all claims of any Person 

claiming by, through or unde r the Assuming Institution with respect to any such Acquired Asset 

or asset, as provided in Section 12.4. 

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

commenci ng the day after the Bank Closing Date, the Receive r may, in its sole and absolute 

discretion, sell any Loan with held from sale pursuant to Section 3.5 or Section 3.6 of thi s 

Agreement that the Assumj ng Institution desires to purchase. Any Loan sold pursu ant to thi s 

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

Whole Bank 18 Allied B:lllk 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IE T Mulberry. AR 
sold pursuant to Section 3. 1 of this Agreement, or (y) s old pursuant to the standard loan sale 

agreement used by the Recei.ver for the sale of loan pools. 

(a) If treated as if initially sold pursuant to Section 3. 1 of this Agreement, the 

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

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

total amo unt received by the Assumin g Institution for such Loan after the B ank 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 s ubj ect to all applicable terms of this Agreement, 

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

calcula6on of the pro rata Acquired Asset discount or pro rata Acquired Asset premium utilized 

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

the settlement process pursua nt to Arti cle VUL 

(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 commencin g on the first Business 

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

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

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

more Bank Premises or Assuming Institution branches located within such Failed Bank 

Assess ment 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 di scretion) and after receipt of all necessmy regul atory approvals, provided that 

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

Failed Bank Assess ment Area for the period required to comply with thi s Sectio n 4.l(a) . 

(b) Bank Pre mises Located in an Underserved Area. If a cun-ently utilized 

Bank P remises is located in a n Underserved Area, the Receiver wiH not consent to the Assw11ing 

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

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

in the same Underserved Area. 

(c) Failure to Exercise Option to Purchase Bank Premises. If a currentlyutili zed owned Bank Premises is located in an Underserved Area and the Assuming Institution 

does not exercise its option under Section 4.6(a) with res pect to that Bank Premjses, the Receiver 

will continue to rent any suc h owned Bank Premises 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 

percent (50%) of the amount by whi ch (a) the proceeds of such sale attributable to any franchi se 

or deposit premium (w ithout deducting any ex penses related to such sale) exceed (b) the deposit 

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

Whole Bank 19 Allied B:lllk 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IE T Mulberry. AR 
4.2. Credit Card Business . The Assuming Institutio n agrees to honor and perform, 

from and after the Bank Closin g Date, all duties and obligations with respect to the Failed 

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

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

extensi ons of credit or balances outs tanding as of the B ank Closin g Date with respect to these 

lines of bus iness. The oblig ati ons undertaken pursuant to thi s Section do not include loyalty, 

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

4.3. Safe Deposit Business . The Ass uming Instituti on ass umes and agrees to 

disc harge, from and after the Bank C losing Date, in the usual course of condu cting a bank ing 

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 facilities for the use of such boxes by 

the re nters thereof durin g the pe1iod fo r which such boxes have been rented and th e re nt therefor 

paid to the Failed Bank, subject to the provision s of the rental agreements between the Failed 

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

relocate the Safe Deposit B oxes of the Failed B ank to any office of the Assuming Instituti on 

located in the Failed B ank Assessme nt Area in whi ch s uch Safe Dep osit Boxes were located. 

The Safe Deposit Boxes shall be located and maintained in such Failed Bank Assessment Area 

for a minimum of one year from the Bank C losi ng Date. 

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

Assumin g Instituti on and the Assuming In stituti on accepts all securities and other items, if any, 

he ld by the Failed Bank in safekeeping for its c ustome rs as of the Bank Closing Date. The 

Assuming Institution assumes and agrees to honor and di scharge, from and after the B ank 

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

ite ms held in safekeeping. The A ssuming Institutio n shall provide to the Receiver written 

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

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

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

one year fro m the Bank Closing Date. At the option of th e Ass uming Instituti on, 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 uming Institu tion shall be entitled to all rights and 

benefits which accrue after the Bank Closin g Date with respect to securities and oth er items held 

in safekeeping . 

4.5. Trust. Business. 

(a) Assuming lnstitution as Successor. The Assuming lns6tution sh all, 

without further transfer, sub stitu tio n, act or deed, to th e full ex tent permitted b y law, s ucceed to 

the rights, obligations, properties, assets, investments, d eposits, agreements, and trusts of the 

Failed Bank under trusts, executorships, administrations, guardianships, and agencies, and other 

fiduciary or representative capacities, all to the same extent as though the Assuming Institu tion 

had ass umed the same from the Failed Bank prior to the Bank Cl osing Date; provid ed , that any 

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

officers, employees or agents with respect to the tTust business is not assumed hereunder. 

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

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

executorships, trusteeships, guardi anships and other fiduci ary or representative cap aciti es to 

Whole Bank 20 Allied B:lllk 

Vc,·s ion 7.2 - PuRC'HASil t\Nll A SS(JMI' I'ION AGRI!h~IE T Mulberry. AR 
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) Trans fer of Trust Business. In the event additional proceedin gs of any kind 

are necessa1y to accomplish the transfer of such trust business, th e Assuming Institution agrees 

that, at its ow n expense, it w ill take whatever action is necessary to accompli sh s uc h transfer. 

The R eceiver agrees to use reasonable efforts to assist the Assumin g Institution in accomplishing 

such transfer. 

(d) Verification of Assets. T he Assuming Institution shall provide to the 

Receiver written verification of the assets held in connection with the Failed 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 gr ants to the Assuming 

In stitution an exclusive option for the p eriod of sixty (60) days commencing the day 

after the Bank C los ing 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 

C losing D ate with respect to all other owned Bank Premises to purchase any or all 

owned Bank Pre mises, including all F ixtures and all Furniture and Equipment located on 

or at the Bank Premises. The Assuming Institution shall give Wiitten notice to the 

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

owned Bank Pre mises. Any purchase of such Bank Premises shall be effecti ve as of the 

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

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

(and no later than the Settlement Date). 

(ii) The Receiver may, in its sole and absolute discretion, manage and 

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

In stitution) during the period from the B ank Closing Date until the date the Receiver 

receives the purchase price for s uch Bank Premises from the Assuming Institution. 

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

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

C losing Date to cause the Receiver to assign to the Ass uming Institution any or aU leases for 

leased Bank P remises, if a ny, to the extent such leases can be assigned; p rovide d that the 

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

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

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

reflected in the purchase of the associated Fixtures, the Assumin g Institu tion sha ll pay the 

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

Ass uming Institution shall g ive noti ce to the Receiver within the option p eriod of its election to 

accept or not to accept an ass ignment of any or all leases (or enter into new leases in lieu 

thereof). The Assuming Institution shall assume all leases assigned (or enter into new leases in 

lieu thereof) pursuant to this Section 4.6. 

Whol e Bank 21. Allied B:l11k 

vc.·sion 7.2 - P URC'HASil t\NllA SS(IMI' I'ION AGRI! IE T Mulberry. AR 
(c) Facilitation. The Receiver shall facilitate the assumption, assi gnment 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 en gage in litigation, make 

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

such assumption, assignment, subl ease or negotiation or commit to any other obligations to 

third parties. 

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

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

Receiver any Bank Premi ses with respect to wh ich the Assumin g 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 S unender Date and shall terminate the Assuming Institution' s option with 

respect to such Bank Premises. 

(e) Occ upancy Costs. 

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

appropriate tlliJd parties at the direction of the Receiver, for the period f rom the Bank 

Closing Date until the Bank Premises Surrender Date, th e following amounts: (A) for 

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

accordance with the definition of Fair Market Va lue, and all operating costs (provided, 

however, that, for o wned Bank Premises the Ass umin g Institutio n elects to purchase 

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

date the Receiver receives the purchase price for such Bank Premises from the Ass uming 

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

for the space not occupi ed by other tenants). and (B) for leased Bank Premises, all 

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

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

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

charges, maintenance, utilities, insurance and assess ments, to the extent not included in 

the rental value or rent 

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

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

Assets located on or at th e Bank Premises for th e period from the Bank Closi ng Date 

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

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

period shall be from the Bank Closing Date until the date the Receiver receives the 

purchase price for such Bank Premi ses from the Assuming Institution, and (B) the 

amount shall be limited 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 

occupied by other tenants). R ent fo r such property owned by the Failed Bank s hall be the 

market rental val ue 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 in curs or accrues as an 

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

respect to such property. 

(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 

Whol e Bank 22 Allied B:lllk 


Vc,·sion 7.2 - PuRCHASil t\Nll A SS(JMI' I.ION AGRI!h~IE T Mulberry. AR 

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

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

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

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

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

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

(t) Certain Requirements as to Fixtures, Furniture and Equipment and Certain 

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

any Bank Premises purchased at the fix ed price shown on the Bid Form) o r (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 (1 2) months follow ing the Bank Closin g Date obtains the right to occupy all 

or any portion of such Bank Premises, whether by ass ignment, .lease, sublease, purchase or 

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

" Subsequently Occupied Space"), the Ass uming Institl.!ltion shall (A) effective as of the Bank 

C losin g Date, purchase from the Recei.ver all Fixtures, all Furniture and Equipment, and all 

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

less than $ 10,000 owned by the Failed Bank and located on or at the Subsequently Occupied 

Space as of the Bank Closing Date at Fair M arket Value., (B) accept an assigmnent or a sublease 

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

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

accept an assignment or a sublease of any ground lease or negotiate a new ground lease with 

respect to any land on which the Subsequently Occupied Space is located ; provided that the 

Receiver has not previously di sposed of such Fixtures or Fmniture and Equipment or Specialty 

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

(g) SuiTendering Bank Premises. 

(i) If the Assumin g Institution elects not to pu rchase any owned Bank 

Premises, the notice of such election in accordance with Section 4 .6(a) shaH specify the 

Bank Premises Sw·render Date. The Ass uming Institution shall be responsible 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 th e Bank Closing Date, in the same condition as at the Bank 

Closing Date, and at the Bank Premises where they were in ventoried at the Bauk Closing 

Date, normal wear and tear excepted. Any of the aforementioned which i s missing wlll be 

charged to the Assuming Institutio n at the item's Fair Market Valu e as determined in 

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

150 days after the Bank C losing Date (unless the As suming Institution mu st do so to 

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

all applicable l essors), the Assuming Institution s hall , at the Receiver's option, (x) be 

deemed to have agrreed to purchase such Bank Premises, and to ass ume 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 a ll Fixtures and aJl Furniture 

and Equipment owned by the Failed Bank and located on or at the Bank Premises as of 

the Bank Closing Date. 

Whole Bank 23 Allied B:lllk 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IE T Mulberry. AR 
(ii) If the Assuming Instituti on elects not to accept an assignment of 

the lease or sublease of any leased Bank Premises, the notice of such election in 

accordance with Section 4.6(b) shall specify the Bank Premi ses Sunender Date. The 

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

Receiver such Bank Premises and the Fixtures, the Furniture and Equipment and the 

Specialty Assets located thereon whi ch existed at the time of the Bank Closing Date, in 

the same condition as at the Bank Closing Date, and at the Bank Premi ses where they 

were inventoried at t he Bank Closing Date, nom1al wear and tear excepted. Any of the 

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

item' s Fair Market Value as determined in accordance with thi s Agreement. By failing to 

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

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

more thao 150 days afte r tbe Bank Closing Date (unless the Assuming Lnstitution must 

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

Receiver and all applicable lessors), the Assuming Institution shal1, at the Receiver 's 

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

to such Bank Pre mises (including any ground lease with respect to the land on whi ch 

such Bank Premises are located), and leased F urniture and Equipment and leased Fixtures 

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

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

and Equipm ent owned by the Failed Bank at Fair Market Value and located on or at the 

Bank Premi ses as of the Bank Closing Date . 

(h) Fumiture and Equipment and Certain Other Equipment. The Receiver 

hereby grants to the Assuming In stitution an option to purchase all Fumiture and Equipment 

owned by the Failed Bank at Fair Market Value and located at any leased or owned Bank 

Premi.ses (i) that the Assuming In stitution does not elect to purchase pursuant to Section 4.6(a) or 

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

Section 4.6(b); provided that, the Assuming Institution shall give the Receiver notice of its 

election to purchase such Furniture and Equipment at the time it gives notice of its intentio n to 

sun·ender such Bank Premises. 

(i) Option to Put Bank Premises and Related Fixtures, Furniture 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 R eceiver to purchase any Bank 

Premises th at is owned, directly or indirectly, by an Acquired S ubsidiary and the 

purchase price paid by the Receiver shall be the Fair Market Value of the Bank Premises. 

(ii) If the Ass uming Institution elects to require the Receiver to 

purchase any Bank Premises that is owned, directly or indirectly , by an Acquired 

Subsidiary, the Assuming Institution shall also have th e option, exercisable within the 

same ninety (90) day time period, to require the Receiver to purchase any Fixtures, any 

Furniture and Equipment and any Specialty Assets that are ow ned, directly or indirectly, 

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

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

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

purchased. 

Whole Bank 24 Allied B:lllk 

vc.·sion 7.2 - P URC'HASil t\NllA SS(IMI'I'ION I! IE T Mulberry. AR 
(iii) If the Assuming Institution elects to exercise its options under this 

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

described in Section 4.6(e) and shall surrender the Bank Pre mises in accordance with 

Section 4.6(g)(i). 

(iv) Regardless of whether the Assuming Institution exercises any of its 

options under this Section 4.6(i), the purchase price for the Acquired Subsidiary shall be 

adjusted by the difference between the Fair Market Value of the Bank Premises, the 

Fixtures, the Furniture and Equipment and the Specialty Assets utilized by the Failed 

Bank for banking purposes and their respective Book Value as reflected on the books and 

records of the Acquired Subsidiary. Such adjustment shall be made in accordance with 

Article VIII of this Agreement. 

G) Option to Pmchase Specialty Assets. The Receiver hereby grants to the 

Assuming Institution an exclusi ve option for the period of thirty (30) days commencing the day 

after the Receiver provides the Assuming Institution the appropriate appraisal to purch ase at Fair 

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

(k) Data Removal. The Assuming [ns titution shall , prior to retuming any 

automated teller machine to Receiver and unless otherwise requested by the Receiver, (i) remove 

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

that all data has been remove d in a manner that rend ers it unrecoverable . 

4.7. Agreement with Respect to Leased Data Management Equipment. 

(a) Option. The Receiver hereby grants to the Assuming Institution an 

exclusive option for the period of ninety (90) days commencing the day after Bank Closing Date 

to accept an assignment from the Receiver of all Leased Data Management Equipment. 

(b) Notices Regarding Leased Data Management Equipment. The Assuming 

Institution shall (i) give written notice to the Receiver within the option period specified in 

Section 4.7(a) of its intent to accept or decline an assignment or sublease of all Leased Data 

Management Equipment and promptly accept an assignment or sublease of such Leased Data 

Management Equipment, and (ii) give written notice to the appropriate lessor(s) that it has 

accepted an assignme nt 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 facilitating any such assumption, assignment, sublease or 

negotiation or commit to any other obligations to third parties. 

(d) Operating Costs. The Assuming Ins titution agrees, during its period of use 

of any Leased Data Management Equipment and ending on the date which is thirty (30) days 

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 R eceiver all 

operating costs with respect thereto and to comply wi th all relevant terms of any existing Leased 

Data Management Equipment leases entered into by the Failed Bank, including without 

Whole Bank 25 Allied B:lllk 

vc.·sion 7.2 - PURC"HASil t\Nll A SS(IMI' I"ION AGRI!h~IE T Mulberry. AR 
limitation the timely payment of all rent, taxes, fees, charges, maintenance, utilities, insurance 

and assessments. 

(e) Assuming Institution's Obligation. The Assuming Instituti on shall, not 

later than fifty (50) days after giving the no tice 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, norm al 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 Equipmeot. 

(f) Data Removal. The Ass uming Institution shall, prior to returning any 

Leased Data Management Equipment, and unl ess otherwise requested by the Receiver, 

(i) remove al1 data from the Leased Data Management Equipment and (ii) provide a written 

statement to the Receiver that all data has been removed in a manner that renders it 

unrecoverable. 

4.8. Certain Existing Agreements. 

(a) Assumption of Agreements. Subject to the provisions 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, within ninety (90) days after the Bank Closing Date, the 

Assuming ]nstitution 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 Assumi ng Ins titution agrees to comply with the terms of each such agreement for 

a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an 

agreement that provides for the rendering of services by the Failed Bank, the date which is ninety 

(90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the 

rendering of services to the Failed Bank, the date which is thiJty (30) days after the Assuming 

fJ1Stitution 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 Institu tion. The Ass um ing Institution shall be deemed by the Receiver to have 

assu med agreements for which no notification is timely given. The Receiver agrees to assign, 

transfer, convey and deliver to the Assuming institution all right, title and interest of the 

Receiver, if any, in and to agreements the Assumin g In stitution assumes hereunder. In the event 

the Assuming Institution e lects 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 thi s Section 4.8(a) shall not apply to service agreements related 

to such premises. The Assumin g 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 provisions of Section 4.8(a) regarding the 

Assuming Institution's election to assu me or not assume certain agreements shall not apply to (i) 

agreements pursuant to which the Failed Bank provides loan serv.icing for other s or loan 

servicing is provided to the Failed Bank by others, (ii) agreements maintained betwee 11 the Failed 

Bank and MERSCORP, Inc., or its wholl y owned subsidiary, Mortgage Electronic Registration 

Systems, Inc., (iii) agreements that are subject to Sectio ns 4.1 through 4.7 and any insurance 

policy or bond referred to in Section 3.5(a) or other agreement specified in Section 3.5, (iv) 

Whole Bank 26 Allied B:lllk 

Vc,·sion 7.2 - PURC"HASil t\Nll A SS(JMI' I"ION AGRI!h~IE T Mulberry. AR 
consulting, management or employ ment agreements, if any, between the Failed Bank and its 

employees or other Persons, and (v) any contract or agreement under which the Failed Bank is 

the lessor of Bank Premises or Other Real Estate. Except as otherwise expressly set forth 

elsewhere in thi s Agreement, the Assumi ng Institution does not assume any liabilities or acquire 

any rights under any of the agreements described in thi s Section 4.8(b). 

4 .9. Informational Tax Reporting. The Assu ming In stitution 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 loan s that were paid off or collateral obtained with respect thereto prior to the 

Bank Closing Date, (iii) mi scellaneous payments made to vendors of the Failed Bank, and (iv) 

any other asset or liability of the Failed Bank, including, without limitation, loans not purchased 

and Deposits not assumed by the Assuming Institution, as may be requ ired by the Receiver. 

4.10. Insurance. 

(a) Assuming Institution to Insure. The Assuming Institution will obtain and 

maintain iJJsurance coverage acceptable to the Receiver (incJ uding p ublic liability, fire, and 

extended coverage insurance) naming the Ass umin g In stitution as th e insured and the Receiver 

as additional in sured, effective from and after the Bank C losing 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 . Th e Assuming Institution's 

obligation to insure and to maintain the Receiver as an additi onal insured on Bank Premises 

insurance coverage shall cease upon either: (x) Bank Premises Surrender Date or (y) the date the 

Assuming Institution receives a deed from the Receiver for owned Bank Premi ses or assumes the 

lease for leased Bank Premises. 

(b) Rights of Receiver. If the Assuming Institution at any time from or after 

Bank Closi ng Date fail s to (i) obtain or maintain any of the insurance polkies required by 

Section 4. 1 O(a), (ii) pay any premium in whole or in part related to those insurance policies, or 

(iii) provide ev idence of those insurance policies acceptable to the Receiver, then the Receiver 

may in its sole and abso lute discretion, without notice, and without waiving or releasing any 

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

ins urance pre miums and take any other ac tions with respect to the insurance coverage as the 

Receiver dee m adv isable. The Assuming Institution wtill reimburse the Receiver fo r all sums 

disbursed in connection with this Section 4.10(b). 

4.11. Office Space for Receiver and Corporation; Certain Payments. 

(a) FDIC Office Space. For the period commencing on the day fol1ow ing the 

Bank Closing Date and ending on the one hundred fiftiet h (l50th) day following the Bank 

Closing Date, the Assuming Institution will provide to the Receiver and the Corporation, without 

charge, adequate and suitable office space (including parking facilities and vault space), 

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

network access and technol ogy resources (such as shared drive), and utili ties (including local 

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

occupied by the Assumi ng In stituti on for the Receiver and the Corporation to use in the 

disch arge of the i.r res pective fun ctions with respect to the Failed Bank. 

(b) Receiver's Ri ght to Extend. Upon written notice by the Receiver or the 

Corporation, for the period commencing on the one hundred fifty-first ( 151st) day following the 

Whole Bank 27 A llied B:l11k 

Vc,·s ion 7.2 - PURC'HASil t\ Nll A SS(IMI' I'ION AGRI! tn T Mulberry. AR 
Bank Closing Date and endi ng no later than the three hundred and sixty-fifth (365th) day 

following the Bank Closing Date, the Assuming Institution will continue to provide to the 

Receiver and the Corporation FDIC Office Space at the Bank Premises. During the period from 

the 15lst day following the B ank Closing Date until the day the FDIC and the Corporation 

vacate FDIC Office Space, the Receiver and the Corporation will pay to the Assuming lnstitution 

their respective pro rata share (based on square footage occupi ed) of (A) the market rental value 

for the applicable owned Bank Premises or (B) actual renr paid for applicable leased Bank 

Premi ses. 

(c) Receiver's Re location Right. Ifthe Receiver or the Corporation determi ne 

that the space provided by the Assuming Institution is i nadequate or unsuitable, the Receiver and 

the Corporation may relocate to other quarters having adequate and suitable FDIC Office Space 

and the costs of relocation shall be borne by the Assuming Institution and any rental and utility 

costs for the balance of the period of occupancy by the R eceiver and the Corporation shall paid 

in accordance with 4.l l (b). 

(d) Expen ditures. The Assuming Institution will pay such bills and invoices 

on behalf of the Receiver and the Corporation as the Receiver or the Corporation may direct for 

the period beginning on the date of the Bank Closing Date and ending on Settlement Date . The 

Assu ming Institution shall s ubmit its requests for reimbursement of such expenditures pursuant 

to Article VIII of this Agreement. 

4.12. Continuation of Group Health Plan Coverage for Former Employees of the 

Failed Bank. 

(a) Continuation Coverage. The Assuming Institution agrees to assist the 

Receiver, as provided in thi s 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 prior to the Bank 

C losing Date, were receiving, or were eligible to receive, health insurance coverage or health 

insurance continuation coverage from the Failed Bank ("Eligible Individuals"), the opportunity 

to obtain health insurance coverage in the Corporatio n's Federal Insurance Administration 

Continuation Coverage Plan which p rovides for health insurance continuation coverage to such 

Eligible Individuals and other persons who are qualified beneficiaries of the Failed B ank 

("Qualified Beneticiaries") as defined in the Employee Retirement Income Security Act of 

1974, as amended ("ERISA")§ 607, 29 U.S.C. § 1167. The Assuming Institution shall consult 

with the Receiver and not later than five (5) Business Days after the Bank C losing Date shall 

provide wtitten notice to the Receiver of the number (if available), identity (if avai lable) and 

addresses (if available) of the EUgible I ndividuals who are Qualified Beneficiaries of the Failed 

Bank and for who m a "qualifying event" (as defined in ERISA § 603, 29 U.S.C. § 11 63) has 

occurr-ed and with resp ect to whom the Failed Bank's obligations under Part 6 of Subtitle B of 

Title I of ERISA, 29 U.S.C. §§ 116 L-1169 have not been satisfied in full, and s uch other 

information as the Receiver may reasonably requi re. The .Receiver sha)] cooperate with the 

Assuming Institution in order to permit it to prepare such notice and shall provide to the 

Assuming Institution such data in its possession as may be reasonably required for purposes of 

preparing such notice. 

(b) Qua lif ied Benefi ciaries; Expenses. The Assuming Institution shall take 

such further action to assist the Receiver in o ffering the Eligible Individuals who ar e Qualified 

Beneficiaries of the Failed B ank the opportunity to obtain health insurance coverage in the 

Corporation's Federal Insurance Administration Continuation Coverage Plan as the Receiver 

Whole Bank 28 Allied B:lllk 

Vc,·sion 7.2 - PuRC'HASil t\Nll A SS(JMI' I'ION AGRI!h~IE T Mulberry. AR 
may direct. All expenses incmTed and paid by the Assuming Institution (i) in connection with the 

obligations of the Assumin g Institution under this Section 4.J 2, and (ii) in providing health 

ins urance continua tion cover age to any E ligible Individuals who are hired by the Assuming 

Institution and suc h employees' Qualified Beneficiari es shall be b orne b y the Assuming 

Institution . 

(c) Failed B ank Employees. Unless otherwise agreed by the R eceiver and the 

Assuming Institution, the Assuming Institution shall be responsible for all salaries and payroll 

costs, including benefits, for all Failed Bank employees fr om the time of the closing of the Failed 

Bank until the Assumin g Institution makes a fin al determin ation as to whether such e mp loyee is 

to be retained by the Ass uming Institution. The Assuming Institution shall offer to the Failed 

Bank employees it retains e mployment benefits comparable to those th e Assuming I nstitution, 

offer s its current employees. In the event the Receiver utili zes the services of any Failed B ank 

employee, the Receive r sh all reimburse the Assuming Institution for such cost through the 

settlement process described in Article VIII. 

(d) No Third Party Beneficiari es. This Section 4.12 is for the sole and 

exclus ive benefit of the pa rties to this Agree ment, and for the benefit of no other Person 

(including any former employee of the Failed Bank or any Subs idiary thereof, E ligible Individual 

or Qualified Beneficiary of s uc h former employee). Nothing in this Section 4.J 2 is intended by 

the parties, or shall be cons trued, to give any Person (including any former employee of the 

Failed B ank or any S ubs idi ary thereof, Eli g ible Individual or Qualif ied Beneficiary of such 

form er employee) other th an the Corporation, the Receiver and the Assuming Insti tution, any 

J.egal or equitable ri ght, 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, th e Receiver 

may establish on its books an asset pool(s) and may tran sfer to such asset pool(s) (by means of 

accoun ting entries on the books of the Recei ver) all or any assets and lia bili ties of the Fail ed 

Bank which are not acquired by the Assuming Institution, including, without limitation, wholly 

unfunded Commitments and assets and liabilities wruch may be acquired, funded or originated 

by the Receiver subseque nt to the Bank Closing Date. The R eceiver may remove assets (a nd 

liabilities) from or add assets (and li abilities) to such pool(s) at any time in its di scretion. At the 

option of the Rece iver, the Assuming Institution agrees to ser vice, admini ster and collect such 

pool assets in accord ance with, and for the term set forth in , Exhibit 4.1 3. 

ARTICLEV. DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK. 

5.1. Payment of Checks, Drafts, Orders and Deposits. Subject to Sectio n 9.5, the 

Assuming Institution agrees to pay all properly drawn checks, drafts, withdraw al orders and 

Assumed Deposits of dep ositors of the Fail ed B ank presented for p ayment, w hether drawn on the 

check or draft forms pro vided 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 Institutio n under this Agreement are suffi cient to permit the pay ment thereof, and in 

aJI other respects to di scharge, in the usual course of conducting a banking business, th e duties 

and obligations of the Failed Bank with respect to the D eposit balances due and owing to the 

dep ositors of the FaiJed Bank ass umed by the Assuming Institution under this Agreement. 

5.2. Certain Agreements Related to Deposits. Except as may be modified pursuant 

to Section 2.2, the Assuming Institution agrees to h o nor the terms and conditions of a ny writte n 

Whole Bank 29 Allied B:lllk 

Vc ,·sion 7.2 - PURC"HASil t\NllA SS(JMI' I"ION AGRI!h~IE T Mulberry. AR 
escrow or loan servicing agreement or other similar agreement relating to a Depos it liability 

assumed by the Assuming Institution pms uant to this Agreement. 

5.3. Notice to Depositors. 

(a) Assumptio n of Deposits. Within seven (7) days after th e Bank Closing 

Date, the Ass uming Institution shall give noti ce by mail to each de pos itor of the Failed B ank of 

(i) the assumption of the Deposit liabilities of the Failed Bank, and (ii) the procedures to claim 

Dep osits (the Receiver shall prov ide item (ii) to Ass uming Instituti on). The Assuming 

Instituti on shall also publish notice of its assumption of the Deposit liabil ities of the Fa iled 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 Instituti on sh all give notices by mail to each depositor of the Failed Bank , as 

required under Section 2.2. 

(c) Fee S chedule. Tf the Assumin g Instituti on proposes to charge fees 

different from those fees fo rmerly ch arged b y the Failed B ank, the Assuming Instituti.on shall 

include its fee schedule in its mailed notice. 

(d) Approval of Notices and Publications. The Assuming Institution shall 

obtain approval of all notices and publications req uired by this Sectio n 5.3 from co unsel for the 

Receiver prior to mailing or publication . 

(e) Validation. To validate the notice requirements outlined in Secti on 5.3, the 

Assumin g Institution shall provide the Receiver (i) an Affidavit of Publicati on to meet the 

publication requirements outlined in Sec tion 5.3(a) and (ii) the Ass uming In stitution will prepare 

an Affidavit o f Mailing in a form substantially similar to Exhibit 2.3B after mailing the seven (7) 

day Notice to Depositors as requiJed under Section 5 .3(b). 

ARTICLE VI. FAILED BANK RECORDS. 

6.1. Transfer of Failed Bank Records. In accordance with Sections 2 .1 and 3.1 , the 

R eceiver assigns, u·ansfers, con veys and delivers to the Ass uming Institution, wherever located, 

any and all Failed Bank Records, other th an the foll owing: 

(a) Failed Bank Records pertaining to former employees of the Failed Bank 

w ho were no longer employed by the Failed B ank as of th e Bank Closin g Date and Failed Bank 

Records pertainin g to employees of the Failed Bank w ho were employed by the Failed B ank as 

of the Bank C losing Date and for whom the Receiver is unable to o btain a waiver to re lease such 

Failed Bank Records to the Assuming Institution; 

(b) Failed Bank Records pertaining to (i) any asset or liability of the Failed 

B ank retained by the Receiver, and (ii) any asset of the Failed Bank acquired by the Receiver 

purs uant to thi s Agreement; and 

(c) any other Failed B ank Records as determined by the Receiver. 

6.2. [Reserved.] 

Whole Bank 30 Allied B:lllk 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IE 'I' Mulberry. AR 
6.3. Preservation of Failed Bank Records. 

(a) Assum.ing Institution Failed Bank Records Retention. The Ass uming 

Institution will preserve and maintain, at its sole expense, for the joint benefit of the Receiver, 

the Corporation and the Assuming Institution , all Failed Bank Records, regardless of whether the 

Failed Bank Records were transferred to the Assuming fnstitution under Section 6. 1 or retained 

by the Receiver under Sections 6.1(a) through (c), except those Failed Bank Records which the 

Receiver, in its sole and absolute discretion, chooses to physically take. The Assuming 

Institution shall have the primary responsibility to respond to subpoenas, discovery requests. and 

other similar official inquiries and customer requests for lien releases with respect to the Failed 

Bank Records of which it has custody. If the Ass uming Institution receives a subpoena addressed 

to the Assuming Institution seeking any Failed Bank Records of which it has custody, but are 

Failed Ban_k Records retained by the Receiver, the Assuming Institutio n wi.ll promptly provid e 

the Rece iver with 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 

Elec tronically Stored Information, the Assuming Institution will complete the Data Retention 

Catalog attached hereto as Schedule 6.3 and submit it to the Receiver within thirty (30) days 

after the Bank Closing Date. With respect to Electronically Stored [nformation, the Assuming 

Institution must maintain those Failed Bank Records in an easily accessible and useable format. 

If such Failed Bank Records are maintained by a third party vendor, the Assuming In stitution is 

responsible for ensuring that the third party complies with this Artic1e. 

(b) Destruction of Certain Failed Bank Records. With regard to all Failed 

Bank Records of which the Ass uming Institution has custody which are at least ten ( l 0) years old 

as of the date of the appointment of the R eceiver, the Assuming Institution will request written 

permi ssion to des troy such Failed Bank Records by submitting a written reques t 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 reg ard to all 

Failed Bank Records of which the Assuming Institution has custody which have been maintained 

in its custody after six (6) years from the date of the appo intment of the Receiver, the Assuming 

Institution will request writte n permi ssion to destroy such Failed Bank Records by submitting a 

written request to destroy, s pecifying precisely which Failed Bank Records are included in the 

reques t, to ORR- Records Manager, CServiceFDICDAL@FDIC.gov. 

6.4. Access to Failed Bank Records; Copies. The Assuming Institution will permit 

the Receiver and the Co rporation access to all Failed B ank Records of which the Assumin g 

Institution has custody, and to use, inspect, make extrac ts from or request copies of any such 

Failed Bank Records in the manner and to the extent requested, and to duplicate, in the discretion 

of the Receiver or the Corporation, any Failed Bank Record; provided that if the Failed B ank 

maintained one or more duplicate copies of such Failed B ank Records, the Assuming Institution 

hereby ass igns, transfers, and conveys to the Corporation one such duplicate copy of each such 

Failed Bank Record withot.tt cost to the Corporation, and will deli ver to the Corporation all 

Failed B ank R ecords assigned and transferred to the Corporation under thi s 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 Failed Bank Record from the Assuming 

Whole Bank 31 Allied B:lllk 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IE T Mulberry. AR 
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 VII. BID; INITIAL PAYMENT. 

The Assuming Institution has submitted to the Receiver a Deposit premium bid of 0 % 

and an Acquired Asset pre mium (discount) bid of ($6,142,001) (the ''Bid Amount"). The 

D eposit £remium bid will be applied to the total of all A ssumed Deposits except for brokered, 

CDARS , and any marke t place or similar subscription services Deposits as reflected on 

Schedule 7. On the Payment Date, the Assumin g Institution will pay to the Corporation, or the 

Corporation wiU 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 B ank 

C losing D ate) from and including the day foll owing the B ank C losing D ate to and including the 

day preceding the Payment Date at the Settlement Inte rest Rate . 

ARTICLE VDI. ADJUSTMENTS; SETTLEMENT PROCESS. 

8.1. Pro Forma Statement. The Rece iver, as soon as practicable after the Ba nk 

Closing Date, in accordance with the best information the n availab le, sh all provide to the 

Assuming Institution a Pro Forma statement reflecting any adjustments of s uch liabilities and 

assets as may be necessary. Such Pro Forma statement shall take into account, to the extent 

possible, (a) liabilities and assets of a nature similar to those contemplated by Section 2.1 or 

Section 3. 1, respectively, which on the Bank Closing Date were carried in the Failed Bank's 

suspense accounts, (b) accru als as of the Bank Closing D ate for aiJ income related to the assets 

and business of the Failed B ank acquired by the Assuming Institution hereunder, wheth er or not 

such accruals were reflected on the Failed Bank Records in the normal course of its operations. 

and (c) adjustments to determine the Book Value of any investment in an Acquired Subsidiary 

and related accounts on the " bank only" (unconsolidated) balan ce sh eet of the Failed Bank based 

on the Equity Method of Accou nting, whether or not the Failed Bank used the Equity Method of 

Accounting for investments in subsidiaries, except that the res ulting amount cannot be less than 

the Acquired Subs idiary's recorded equity as of the Bank C losin g Date as reflected on the Failed 

Bank Records o f the Acquired Subsidiary. Acquired Subsidiaries with negative equity will be 

restated to $1 pursuant to the Equity Method of Accounting. Any Acquired Asset purchased by 

the Assuming lnstitution or any asset of an Acquired S ubsidiary purchased by the Assuming 

Institutio n pursuant to Secti o n 3 .1 which was parti all y o r wholly charged off du ring the period 

beginning the day after the Bid Valuation Date to the date of the Bank C losing Date shall be 

deemed not to be char ged off for the purposes of the Pro Forma statement, and the purchase price 

shall be determined pursu ant 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 h ere by, the parties hereto agree to correct such errors and om issions, 

it being understood that, as far as practicable, all adjustments will be made consistent w ith the 

judgments, methods, policies or acco unting principles utilized by the Failed B ank in pre paring 

and maintaining Failed Bank Records, except that adju stments made pursuant to this Section 

8.2(a) are not intended to bring the Failed Bank Records into accordance with generall y accepted 

accou nting principles. 

Whole Bank 32 Allied B:lllk 

Vc,·sion 7.2 - PuRC"HASil t\Nll A SS(JMI' I"ION AGRI!h~IENT Mulberry. AR 
(b) Receiver's Rights Regardin g Other Liabilities. If the Receiver di scovers 

at any time subsequent to the date of thi s Agreement that any claim exists against the Failed 

B ank which is of s uch a nature that it" would have been included in the liabilities assumed under 

Article II had the existence of such claim or the facts giving rise thereto been known as of the 

Bank Clos ing Date, the Receiver may, in its discretion, at any time, require that such claim be 

assumed by the Assuming Institution in a manner consis te nt with the intent of this Agreement. 

The Receiver will make appropriate adjustments to the Pro Forma statement provided by the 

R eceiver to the Assuming In stitution pursuant to Section 8 . 1 as m ay be necessary. 

(c) Othe r Adjustments. If the Fail ed Bank tra nsfeiTed, afte r the Bid Valuation 

Date, an asset to a Subsidiary that is not an Acquired Subsidiary and the Assuming Institution 

would have purchased that asset under Section 3.1 but for that tr ansfer, the Receiver will make 

an adjustment to the Initi al Payment (or subsequent payments) in an amount equ al to (i ) the Book 

Value of th at transferred asset divided by (ii) the B ook Value of all Acquired Assets plus the 

Book Value of that transfened asset plus the Book Value of other similarly transferred assets, 

then multiplied by (iii) the Acquired Asset premium (discount) bid set forth in Arti cle VII. This 

adjustment will b e as a credit to the Assumin g Institution in the case of an Acquired Asset 

pre mium bid and a cr edit to the Receiver in the case of an Acquired Asset discount bid. For 

purposes of this Section 8.2 (c), B ook Value means, sole ly with respect to the applicable asset 

transfeJTed to as Subsidiary that is not an Acquired Subsidi ary, that value stated on the Failed 

Bank Records as of the Bid Valuation Date. 

8.3. Payments . The Receiver agrees to cause to be pa id to the Ass uming Institu tion, 

or the Assuming fustitution agrees to pay to the Receiver, as the case m ay be, on the Settlement 

Date, a payment in an amount whic h reflects net adjustments (including any costs, expenses and 

fees associated with determinations of value as provided in thi s Agreeme nt) made p urs uant to 

Section 8.1 or Section 8.2, plus inte rest as provided in Section 8 .4. The Receiver and the 

Assuming Institution agree to effect on the Settlement D ate any further transfer of assets to or 

assumption of liabilities or claims by the Assuming Ins titution as may be necessary in 

accordance with Section 8. 1 or Section 8.2. 

8.4. Interest. Any amo unts paid under Section 8.3 or Section 8.5 shall bear interest 

for the period fro m and including the day following the B ank Closing D ate to and including the 

day preceding the payment at the Settleme nt Interest Rate . 

8.5. Subsequent Adjustments. In the event that the Assuming Institution or the 

Receiver discover s any errors or omissions as contemplated by Section 8.2 or any error with 

respect to the payment m ade under Section 8.3 after the Settlement D ate, the Assuming 

Institution and the Receiver agree to promptly correct an y such errors or omissions, make any 

payments and effect any tran sfers or ass umptions as m ay be necessary to reflect any such 

correction plus interest as provided in Section 8.4. 

ARTICLE IX. CONTINUING COOPERATION. 

9.1. General Matters. The p arties hereto will, in good fai th and with their best 

efforts, cooperate with each other to carry out the u·ansactions contemplated by this Agreement 

and to effect the purposes he reof. 

9.2. Additional Title Documents. The Receive r, the Corporation and the Ass uming 

Institution eac h shall, at any time, and from time to time, upon the request of any party hereto, 

execute and deli ver such additi onal instruments and d ocuments of conveyance as shall be 

Whole Bank 33 Allied B:lllk 

Vc,·sion 7.2 - PuRC'HASil t\Nll A SS(JMI' I"ION AGRI!h~IE T Mulberry. AR 
reasonably necessary to vest in the ap propriate party its full legal or equitable title in and to the 

property transferred pursuant to this Agreement or to be transferred in accordance herewith. T he 

Assuming Institution shall pre pare 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 Ass uming Institution. The Assuming Institutio n shal1 be responsible for recording such 

instruments and documents of conveyance at its own expense. 

9.3. Claims and Suits. 

(a) Defense and Settle ment. The Receiver shall have the right, in its 

discretion, to (i) defend or settle an y claim or suit against the Assuming Institution with res pect 

to which the Receiver has indemnified the Assumi ng I nsti tution in the sa me manner and to the 

same extent as prov ided in Article XII, and (ii) defend or settle any claim or suit again st the 

Assumin g In stitution with respect to any Liability Assumed, which claim or suit may result in a 

loss to the Receiver arising out of or related to this Agreement, or whi ch existed again st the 

Failed Bank on or before the B ank Closing Date. The ,exercise by the Receiver of any rights 

under thi s Section 9.3(a) shall not release the Assuming Institution with respect to any of its 

obli gations under thi s Agreement. 

(b) Remov al of Actions. In the event any action at law or in equity shall be 

instituted by any Person against th e Receiver and the Corporation as codefendants with respect to 

any asset of the Fa iled B ank retained or acquired ptu-suant to thi s Agreement by the Receiver, the 

Receiver agrees, at the request of the Corporation, to join with the Corporatio n in a petiti on to 

remove the action to the United States District Court for the proper district. The Recei ver agrees 

to institute, with or with out 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 requiring 

such action s hall be given by the Corporation to th e Receiver. 

9.4. Payment of Deposits. In the event any depositor does not accept the obligation 

of the Assuming Institution to pay any Deposit liability of the FaHed Bank assumed by the 

Assumin g Institution p ursua nt to this Agreement and asserts a c laim against the Receiver fo r all 

o r any porti on of any su ch Deposit liability, the Assu ming Instituti on agrees on demand to 

provide to the Receiver funds sufficient to pay such claim in an amount not in excess of the 

Deposit liability reflected o n the books of the Ass unling In stitution at the time suc h claim is 

made. Upon pay ment by the Assuming Institutio n to the R eceiver of such amount, th e Assuming 

Institution shall be di sc harged from any further obligatio n under this Agreement to pay to any 

such depositor the amo unt 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 th at all or any portion of any dep osit balance ass umed by the Ass uming 

Institution p ursuant to thi s Agreement does not constitute a "Deposit" (or otherwise, in its 

discretion, determine th at it i s the best interest of the Receiver or Corporation to withhold all or 

any portion of any deposit), and may direct the Ass uming Institution to withhold p ay ment of all 

or any portion of any s uch de pos it balance. Upon such directio n, the Assuming Instiluti on agrees 

to h old such deposit and not to make any payment of suc h de posit balance to or on behalf of the 

depositor, or to itself, whether by way of transfer, set-off or otherwise. The Assuming Institution 

agrees to maintain the "withhe ld p ayment" status of any such deposit balance until directed in 

writing by the Receiver or the Corporation as to its disposition. A t the direction of the Receiver 

or the Corporation, the Assuming Institution shall r eturn all or any portion of such deposit 

balance to the Receiver or the Corpo ration, as appropriate, and thereupon the Assuming 

Whole Bank 34 Allied B:lllk 

Vc,·sion 7.2 - PuRC'HASil t\Nll A SS(JMI' I'ION AGRI!h~IE T Mulberry. AR 
Insti tution shall be discharged from any further liability to such depositor with respect to such 

returned deposit balance. If s uch deposit balance has been paid to the depositor prior to a demand 

for return by the Corporatio n or the Receiver, and payment of s uch deposit balance had not been 

previously withheld pursuant to this Section 9.5, th e Assumi ng Institution shall not be obligated 

to return s uch deposit balance to the Receiver or the Corporation. The Assuming Institution shall 

be obligated to reimburse the Corporation or the Receiver, as the case may be, for the amount of 

any depos it balance or portio n thereof paid by the Assuming Institution in contravention of any 

previous dhection to withhold payment of such deposit balance or return such deposit balance 

the payment of which was withheld pursuant to this Section 9.5. 

9.6. Proceedings with Respect to Certain Assets and Liabilities. 

(a) Cooperation by Assuming Institution. In connection with any 

investigation, proceeding or other matter with respect to any asset or liability of the Failed Bank 

retai ned by the Receiver, or any asset of the Failed Bank acquired by the Receiver pursuant to 

this Agreement, the Assuming Institution shall cooperate to the extent reasonably required by the 

Receiver. 

(b) Access to Records. In addition to its obligations under Section 6.4, the 

Assuming In stitution shall provide representatives of the R eceiver access at reasonable times and 

locations without other limitation or qualification to (i) its directors, officers, employees and 

agents and those of the Acqui red Subsidiaries, and (ii) its books and records, the books and 

records of such Acquired Subsidiaries and all Credit Files, and copies thereof. Copies of books, 

records and Credit Files sh.all be provided by the Assuming Institution as req uested by the 

R eceiver and the costs of duplication thereof shall be borne by the R eceiver. 

(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 

Institution to the Receiver pursuant to Section 3.6, the Assuming In stitution shall deLiver to the 

Receiver such documents with respect to such Loan as the Receiver may request, including 

witho ut limitation the fo llowing: (i) all related Credit Documents (other th an certif icates, notices 

and other ancillary documen ts), (ii) a certificate setting fo1th the principal amount on the date of 

the transfer and the am ount of interest, fees and other ch arges then accrued and unpaid thereon, 

and any restrictions on transfer to which any such Loan is subj ect, and (iii) all Credit Files, and 

all documents, microfiche, microfi lm and computer r ecords (incl uding but not limi ted to 

magnetic tape, disc storage, card form s and printed copy) maintained by, owned by, or in the 

possession of the Assuming Institution or any Affiliate of the Ass uming Institution relating to the 

transferred Loan. 

9.7. Information. The Assuming Institu tion promptly sha ll provide to the 

Corporation such other information, including financial statement s and comp utations, rela tin g to 

the performance of the provisions of this Agreement as the Corporation or the Receiver may 

request fro m time to time, and, at the reques t of the Receiver, mak e avai lable employees of the 

Failed Bank employed or retained by the Assuming Institution to assist in preparation of the Pro 

Forma statement pursuant to Section 8. 1. 

9.8. Tax Ruling. The Ass umin g Institution shall not at any time, w ithout the 

Co rporation 's pr ior consent, seek a private letter ruling or other determin atio n fro m the Internal 

Revenue Service or otherwise seek to qualify for any special tax treatment or benefits associated 

with any p ayments made by the Receiver o r Corporation pursuant to tbis Agreement. 

Whole Bank 35 Allied B:lllk 

vc.·sion 7.2 - PURC"HASil t\Nll A SS(IMI' I"ION AGRI!h~IE T Mulberry. AR 
9.9. Limited Power of Attorney. The Receiver may, in its sole discretion, provide 

the Assuming Institution with a limited power of attorney designating certain employees of the 

Assuming Institution as the Receiver's attorneys-in-fact for the purposes of (i) executing, 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 Assuming Institution as required 

by Section 9.2. The Assuming Institution sh all use its best efforts to compl ete all actions req uired 

to vest title to the Acquired Assets in the Assuming Institution as quickly as possible, but n o later 

than th e earlier of (a) the second anniversary of the Bank Closing Date and (b) the date the 

Receiver chooses, in its soJe discretion, to terminate the receivership of the Failed Bank 

ARTICLE X. CONDITION PRECEDENT. 

The obligations of the parties to this Agreement are subject to the Receiver and the 

Corporation having received at or before the Bank C losing Date evidence reasonably satisfactory 

to each of any necessary approval, waiver, or other ac tion by any governmental authority, the 

board of directors of the Assuming Ins titution, or olher third party, with respect to this 

Agreement and th e transactions contemplated hereby, the closing of the Failed Bank and the 

appointment of th e Receiver, the charteti ng of the Assuming Jnstitution, and any agreem ents, 

documents, matters or proceedings contemplated hereby or thereby. 

ARTICLEXI. REPRESENTATIONS AND WARRANTIES OF THE ASSUMING 

INSTITUTION. 

The Assuming Institution re presents and warrants to th e 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 A uthority and 

has full power and authority to own and operate its properties and to conduct its business as now 

conducted by it, and (b) has full power and authority to execute and deliver this Agreement and 

to perform its obligations he reunder. The Assuming Institution has taken all necessary corporate 

(or other appli cable governance) act ion to authorize the execution, deli very and performance of 

this Agreement and the performance of the transactions contemplated here by. 

11.2. Third Party Consents. No governmental authority or other third party consents 

(including but not limi ted to approvals, licenses, registrations or declarations) are r eq uired in 

connection with the execution, delivery or performance by the Assuming Institution of this 

Agreement, other than such consents as have been duly obtained and are in fu ll force and effect. 

11.3. .Execution and Enforceability. This Agreement has been dul y executed and 

deli vered by the Assuming Institution and when this Agreement has been duly a uthoti zed. 

executed and delivered by the Corporation and the Receiver, this Agreement will constitute the 

legal, valid and binding obligation of the Assuming Institution, enforceable in accorda nce with 

its terms. 

11.4. Compliance with Law. 

(a) No Violations. Ne ither the Assuming Institution nor any of its 

Subsidiaries is in vio lation of any s tatute, regulation, order, decision, judgment or decree of, or 

any restriction imposed by, the United States of America, any State, municipality or other 

political subdivision or any agency of any of the foregoing, or any court or other tribunal hav ing 

Whole Bank 36 Allied B:lllk 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IE T Mulberry. AR 
jurisdiction over the Assuming Institution or any of its Subsidiaries or any assets of any such 

Person, or any foreign govern ment or agency the reof having such j urisdiction, with respect to the 

conduc t of the business of the Assuming Institution or of any of its Subsidiaries, or the 

ownership of the properties of the Assuming Institution or any of its Subsidiaries, which, ei ther 

individually or in the aggregate with al1 other such violations, would materially and adversely 

affect the business, operations or condition (fina ncial or otherwise) of th e Assuming Institution 

or the ability of the Assuming Institution to perform, satisfy or observe any obligation or 

condition under this Agreement. 

(b) No Confli ct. Nei ther the execution and delivery nor the performance by 

the Assuming Institution o f this Agreement will result in any violation by the Assuming 

Institution of, or be in conflict with, any provision of any applicable law or regulation, or any 

order, writ o r decree of an y court or governmental auth ornty. 

11.5. Insured or Guaranteed Loans. If any Loans being transferred pursuant to this 

Agreement are insured or g uaranteed by any department or agency of any govenunental unit, 

federal, state or local, Assumi ng Institution represents that Assuming Institution has been 

approved by such agency a nd is an approved lender or mortgagee, as appropriate, if such 

approval is required. The Assuming Institution further ass umes full responsibili ty for 

determining whether or not such insurance or guarantees are in full force and effect o n the date 

of thi s Agreement and with respect to those Loans whose insurance or guaranty is in full force 

and effect on the date of this Agreement, Assuming Instituti on assumes full respons ibility for 

doing all things necessary to insure such insurance or g uarantees 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 Receiver where necessary to complete forms required 

by the insming or guaranteeing department or agency to effect or compl ete the transfer to 

Assumin g Institution. 

11.6. Representati ons Remain True. The Assuming Institution represents and 

watTants that it has executed and delivered to the Corporation a Purchaser Eli gibility 

Certification and Confidentiality Agreement and that all information 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 

Elig ibility Certification and Confidentiality Agreeme nt (whic h are affirmed and ratified hereby) 

are and remain true and correct in all material respects and do not fail to state any fact r eq uired to 

make the infom1ation contained therein not misleadin g. 

11.7. No Reliance; Independent Advice. The Assuming Institution is not relying on 

the Receiver or the Corporation for any business, legal , tax, accounting, investm ent or other 

advice in connecti on with thi s Agreement and the Exhibits hereto and documents delivered in 

connection with the foregoing, and h as had adequate opportunity to consult with advisors of its 

choice in connection therewi th. 

ARTICLE XII. INDEMNIFICATION. 

12.1. Indemnification of lndemnitees . From and after the Bank Closing Date and 

subject to the li mitations set forth in th is Section 12.1 and Section 12 .6 and compliance by the 

[ndemnitees with Section 12.2, the Receiver agrees to indemnify and h old hannless the 

Indemnitees against any and aU costs, losses, liabilities, expenses (including attorneys' fees) 

incurred prior to the assumption of defense by the Receiver pursuant to Section 12.2(d), 

Whole Bank 37 Allied B:lllk 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IE T Mulberry. AR 
judgments, fi nes and amounts paid in settlement actually and reasonably inctmed in connection 

with claims against any Inde mnitee based on liabilities of the Failed Bank th at are not ass umed 

by the Assuming Institution pursuant to thi s Agreement or subsequent to the execution hereof by 

the Assuming Institution or any Subsidiary or Affi liate of th e As suming Institution for which 

indemnification is provided: 

(a) hereunder in this Section 12.1 , subject to certain exclusions as provided in 

Section 12.l(b): 

(i) claims based on the rights of any shareho lder or former 

shareholder (as such) of (A) the Failed Bank, or (B) any Su bsidiary or Affiliate of the 

Failed Bank; 

(ii) claims based on the ri ghts of any creditor (as such) of the FaiJed 

Bank, or any creditor (as such) of any directo r, officer, employee or age nt of the Failed 

Bank, with respect to any indebtedness or other obligation of th e Failed Ba nk aris ing 

prior to the Bank Closing Date; 

(iii) claims based on the rights of any present or former director, 

officer, employee or agent (as such) of the Failed! Bank or of an y S ubsidiary 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 d irectors, o fficers, employees or agents (as s uch), or any 

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

(as such) of such Subsidiary or Affiliate; 

(v) claims based on any malfeasance, misfeasance or nonfeasance of 

the Failed Bank, its directors, officers, employees or agents with respect to the trust 

business of the Failed Bank, if any; 

(vi) c laims based on any failure or alleged failure (not in v iolation of 

law) by the Assumi ng Institution to continue to petfonn any service or activity previously 

performed by the Failed Bank which the Assuming In stitution is not required to perform 

pursuant to this Agreement or which arise under any contract to which the Failed Bank 

was a party whi ch the Assuming In stitution elected not to ass ume in accordance with this 

Agreement and which neither the Ass umi ng Instituti on nor any Subsidiary or Affil iate o f 

the Assuming Institution has assumed subsequent to the execution hereof; 

(vii) clai ms arising from any action or inaction of any lndemnitee, 

including for pmposes of this Section 12.l(a)(vii) the fonner 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 man ner constituting bad faith, gross neglige nce or willful misconduct; 

and 

(viii) claims based on the rights of any depositor of the Failed B ank 

whose deposit has been accorded "withheld payment" status and/or returned to the 

Rece iver or Corporation in accordance with Section 9.5 and/or has become an 

"unclaimed deposit" or has been returned to the Corporation or the R,eceiver in 

accordance with Section 2.3; 

Whole Bank 38 Allied B:lllk 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IE T Mulberry. AR 
(b) provided that with respect to this Agreement, except for Section 

12.l(a)(vii) and (viii ), no indemnification will be provided under thi s Agreement for any: 

(i) j udgment or fine aga inst, or any amount paid in settlement 

(without the written approval of the Receiver) by, any Indemnitee in connection with any 

action that seeks da mages agains t any Indemnitee (a "Counterclaim") aris ing with 

respect to any Acquired Asset and based on any action or inaction of either the Failed 

Bank, its directors, officers, employees or agents (as such) prior to the Bank Closing 

Date, unless any such judgment, fine or amount paid in settlement exceeds the greater of 

(A) the Repurchase P rice of such Acqui red Asset, or (B) the monetary recovery sought 

on such Acquired Asset by the Assuming Institution in the cause of action from whi ch 

the Counterclaim arises; and in such event the Receiver will provide indemnification only 

in the amo unt of such excess; and no i_ndemnification will be provided for any costs or 

expenses other than any costs or expenses (including attorneys' fees) which, in the 

determination of the Receiver, have been actually and reasonably incuned by such 

Indemnitee in connection with the defense of any such Counterclaim; and it is expressly 

agreed that the R eceiver reserves the right to intervene, in its discretion, on its behalf 

and/or on behalf of the Receiver, in the defense of any such Countercl aim; 

(ii) claims with respect to any liability or obligation of the Failed Bank 

that is (A) expressly assumed by the Assuming I nstitution pursuant to this Agreement or 

(B) ass umed by the Assumi ng Institution or any Subsidiary or Affiliate of the Assumi ng 

Institution subsequent to the execution hereof; 

(iii) claims with respect to any liability of the Failed Bank to any 

p resent or former employee (as such) of th e Failed Bank or of any Subsidiary or Affiliate 

of the Failed Bank, which liability is (A) expressl y assumed by the Assuming Institution 

pursuant to this Agreement or (B) assumed by the Assuming Institution or any Subsidiary 

or Affiliate of the Assuming Institution subsequen t to the exec ution hereof; 

(iv) claims based on 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 , age nt or custodian prior to 

the Bank Closing Date; 

(v) claims based on any vio lation or alleged violation by any 

Indemnitee of the antitrust, branching, banking or bank holding company or securities 

laws of the United States of America o r any State thereof; 

(vi) c laims based on the rights of any present or former creditor, 

customer, or supplier (as such) of any Indemnitee; 

(vii) claims based on the rights of any present or former shareholder (as 

such) of any Indemnitee; 

(viii) claims, if the R eceiver determines that the effect of providing such 

indemn ification would be to (A) expand or alter the provisions of any warranty or 

disclaimer thereof provided in Section 3 .3 or any other provision of thi s Agreement, or 

(B ) create any waJranty not expressly provided under this Agreement; 

Whole Bank 39 Allied B:lllk 

vc.·sion 7.2 - PURC"HASil t\Nll A SS(IMI' I"ION AGRI!h~IE T Mulberry. AR 
(ix) claims which could have been enforced against any Indemnitee 

had the Assumin g Ins titution not entered into this 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 s ubsequ ent transfer of any Acquired Assets or Liabilities Assumed 

to any Subsidiary or Affiliate of the Assuming Ins titution; 

(xi) except as expressly provided in thi s Article XII, claims based on 

any actio n or inacti on of any lndemnitee, and nothing in thi s Agreement shall be 

construed to provide indemnification fo r (i) the Failed Bank, (ii) any Subsidiary or 

Affiliate of the Failed Bank, or (iii) any present or former director, off icer, employee or 

agent of the Failed B ank or its Subsidiaries or Affjliates; provided that tb e Receiver, in its 

sole and absolute d iscretion, may provide indemnification hereunder for any present or 

former direc tor , offtcer, employee or agent of the Failed Bank or its Subsidiaries or 

Affiliates who is also or becomes a director, officer, emp loyee or agent of the Assuming 

In stitution or its Subsidiari es or Affiliates; 

(xii) clai ms or actio ns whi ch constitute a breach b y the Assumi ng 

Institution of the representations and warranties contained in Article XI; 

(xiii) claims arising out of or relating to the condition of or generated by 

an Acquired Asset arising from or relating to the presence, storage or release of any 

hazardo us or toxic s ubstance, or an y p ollutant or contaminant, or conditio n 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 aris ing from any asset acq uired or 

liability assumed , other than pursuant to this Agreement. 

12.2. Conditions Precedent to Indemnification. It sh all be a concliti on precedent to 

the obligati on of the Receive r to indemnify any Indemnitee pursuant to th is Article XU that such 

Indemnitee shall, with respect to any cl aim made or threatened against such Indemnitee for 

w hich such I ndemnitee is or may be entitled to indem nification hereunder: 

(a) give w ritten notice to the Regional Counsel (Litigation Branch) of the 

Corporation in the manner and at the address p rovided in Secti on 13 .6 of such claim as soon as 

practicable after such claim is made or threatened; provided that notice must be given on or 

before the date which is six (6) years fxom tbe date of tbi s Agreement; 

(b) provide to the R eceiver such infonnation and cooperation with respect to 

such claim as the Receiver may reaso nably require; 

(c) cooper ate and take all steps, as the Receiver may reasonabl y require, to 

preserve and protect any defense to s uch 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, cont rol. the defense and effect settle ment of such 

claim, including witho ut limitation the right to designate counsel and to control all negotiations, 

litigation, arbitration, senlements, compromises and appeals of any such claim, all of which shall 

be at the expense of the Receiver; provided that the Receiver sh all have notified the I ndemni tee 

Whol e Bank 40 A l lied B:l11k 

Vc,·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~tn T Mulberry . AR 
cl aiming indemnification in wntmg that such claim is a cl aim with respect to which such 

Indemni tee is entitled to inde mnification under this Article XII; 

(e) not incur any costs or expenses in connection with any respon se or suit 

with respect to such claim, unless such costs or expenses were incurred upon the written 

direction of the Receiver; provided that the Receiver sh all not be obligated to reimburse the 

amount of any su ch costs or expenses unless such costs or expenses were incurred upon the 

written direction of the Receiver; 

(f) not release or settl e such claim or make any payment or ad mission with 

respect thereto, unless the R eceiver consents thereto; pro vided that the Recei ver shall not be 

obligated to reimburse the a mount of any such settlement or pay men t unless such settlement or 

payment was effected upon th e written directio n of the Receiver; and 

(g) take s uch reason able action as the Receiver may request in wntmg as 

necessary to preserve, protect or enforce the rights of the Indemnitee against any Ptimary 

Indemnitor. 

12.3. No Additional Warranty . Nothing in this Arti cle XII shall be constru ed or 

deemed to (a) expand or o therwise alter any warranty or disclaimer thereof provided under 

Section 3 .3 or any other prov ision of this Agreement with respect to, among other matters, the 

title, value, collectability, ge nuineness, enforceability , documentation , condition or freedom from 

lie ns 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 Agreement by Lhe Ass uming 

Institution or any Subsidiary or Affiliate of the Assuming Institution, or (b) create any warranty 

not expressly pro vided under this Agreement with respect thereto. 

12.4. Indemnification of Receiver and Corporation. F rom and after the B ank 

Closing Date, the Assuming Instituti on agrees to indemnify and hold harmless the Corporation 

and the Receiver an d their respective directors, officer s, employees and agents from and against 

any and all costs, losses, liabili ties, expenses (including attorneys' fees), j udgments, fines and 

amo unts paid in se ttlement actually and reasonabl y inculTed in connectio n with any of the 

following: 

(a) claims based on any and all liabilities o r obligations of the Failed B ank 

assumed by the Assuming Ins titution pursuant to thi s Agreement or subsequent to the executi on 

hereof by the Assumi ng Ins titution or any Subsidiary or Affil iate of the Assuming I nstitution, 

whether or not any such liab ilities subsequentl y are sold and/or transfelTed , other than any claim 

based upon any action or inaction of any Indemnitee as provided in Section 12.l(a)(vii) or (v iii); 

(b) cl aims based on any act or omission of any Indemnitee (includin g but not 

limited to claims of any Person claiming any right or title by or through the Assuming Institution 

with 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 o r inaction of any Indemnitee as p rovided in (v ii) or (viii ) of 

Section 12.l(a); and 

(c) claims based on any failure of the Ass uming Institution to comply with 

any provision of Article Vi. 

12.5. Obligations Supplemental. The obligations of the Receiver, and the Corporation 

as guarantor in accordance with Section 12.7, to provide indemnification under this Article XII 

Whole Bank 41 Allied B:lllk 

Vc ,·sion 7.2 - PURC"HASil t\Nll A SS(JMI' I"ION AGRI!h~IE T Mulberry. AR 
are to supplement an y amount payable by an y Primary Indemnitor to the Indemnitee indemnified 

under this Article XU. Cons istent with that intent, the R eceiver agrees only to make payments 

pursuant to such indemnification to the extent not payable by a Primary Indemnitor. If the 

aggregate amount of payments b y 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 

this Artic le XII exceeds the amount payable with respect to such item , such Indemnitee be ing 

indemnif ied shall notify th e Receiver thereof and, upo n the request of the Receiver, shall 

promptly pay to the Receiver, or the Corporation as appropriate, the amount of the Receiver's (or 

Corporation 's) payments to the extent of such excess. 

12.6. Criminal Claims. Notwithstanding an y provisiOn of this Article XIl to the 

contrary, in the event that any Indemnitee shall become involved in any criminal action, suit or 

proceeding , whether j udici al, admini strative or investi gative, the Receiver shall have no 

obligation h ereunder to inde mnify such Indemnitee for liabili ty with respect to any crimin al act 

or to the extent any costs or expenses are attributable to the defense against the allegation of any 

criminal act, unless (a) such Indemnitee is successful on the merits or otherwise in the defense 

against any such action, suit or proceedin g, or (b) such action, suit or proceeding is terminated 

without the imposition of liability o n such Indemnitee. 

12.7. Limited Guaranty of the Corporation. The C01l)Oration hereby guarantees 

performance of the Receiver ' s obligation to indemnify any Indenmitee as set forth in this Article 

XII. It is a co nditi on to the Corporation's obligation hereunder that each Ind emnitee sh a ll comply 

in all respects with the applicable provisions of this Articl e XTI. The Corporation shall be liable 

here under only for such amounts, if any, as the Receiver is obligated to pay under the terms of 

this Article XII but shall fail to pay. Except as otherwise provided above in this Section 12.7, 

nothin g in this Articl e Xll is intended o r shall be construed to create any li abili ty or obl igation on 

the part of the Corporati on, the U nited States of America or any department or agency thereof 

under or with res pect to this Article XTI, or any pro vision hereof, it being the intention of the 

parties hereto that the obligations undertaken by the Receiver under this Article XII are the sole 

and exclusive respo nsibility of the Receiver and no other Person or entity. 

12.8. Subrogation. U pon pay ment by the Receiver, or the Corporation as gu arantor in 

accordance with Section 12.7 , to any Indemnitee f or an y claims indemnified by the Receiver 

under thi s Article Xl1, the R eceiver, or the Corporatio n as appropriate, shall become s ubrogated 

to all rights of the Indenmitee against any other Person to the extent of such payment. 

ARTICLE Xll. MISCELLANEOUS. 

13.1. Costs, Fees, and Expenses. All fees, costs and expenses incurred by a party in 

connection with thi s Agreement (including the performance of any obligations or the exercise of 

any rights hereunder) shall be borne by such party unless ex pressly otherwise provided; prov ided 

that the Assuming I nstitution shall pay all fees, costs and expenses (other th an attorneys' fees 

incurred by the Receiver) in cuned 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 res ponsible for the pay ment of MERS routine transaction charges. 

13.2. WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY 

AND UNCONDffiONALL Y W AlVES, TO THE M AXIMUM EXTENT P ERMITIED BY 

APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN OR TO HAVE A JURY 

PARTICIPATE IN RES OLVING ANY DISPUTE, ACTION, PROCEEDING OR 

Whole Bank 42 Allied B:lllk 

Vc,·sion 7.2 - PuRC'HASil t\Nll A SS(JMI' I'ION AGRI!h~IE T Mulberry. AR 
COUNTERCLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, 

ARISING OUT OF OR RELATING TO OR IN CONNECTION WITH THIS AGREEMENT 

OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. 

13.3. Consent; Determination or Discretion. When the consent or appro val of a party 

is req uired under this Agreement, suc h consent or approval shall be obtained in writing and 

un less expressly otherwise provided, shall not be unreasonabl y withheld or delayed. When a 

determination or deci sion is to be made by a party under this Agreement, that party shall make 

such determination or decision in its reasonable discretion unless expressly otherwise provided. 

13.4. Rights Cumulative. Except as expressly otherwise provided herein, the rights of 

each of the parties under this Agreement are cumulative, may be exercised as often as any party 

considers appropriate and are in addjtion to each such party's rights under thi s Agreement, any of 

the agreements related thereto or under applicable law. Any fai.lure to exerci se or any delay in 

exercising any of such rights, or any p artial or defective exercise of such rights, shall not operate 

as a waiver or variation of that or any other such right, unless expressly otherwise provided . 

13.5. References. References in this Agreement to Recitals, Articles, Sections, 

Schedules and Exhibits are to Recitals, Anicles, Secti ons, Schedul es and Exhi bi ts of th is 

Agreement, respectively. References to parties are to the parties to this Agreement. Unless 

expressly otherwise provided, references to days and mo nths 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 Bus iness 

Day, such notice or other action may be de layed unti l the next-s ucceeding Business D ay. Article 

and Section headings are for converuent reference and shall not affect the meaning of thi s 

Agreement. References to the singular sh all include the plural, as the context may require, and 

vice versa. 

13.6. Notice. 

(a) Form of Notices. All notices shall be given in wri ting and provided in 

accordance with the provisio ns of thi s Section 13.6, unless expressly othe rwi se provided. 

(b) Notice to the Receiver or the Corporatio n. With respect to a no tice under 

this Agreement: 

Federa l Deposit Insurance Corporatio n 

1601 Bryan Street 

Dallas, Texas 75201 

Attention: Settlement Agent 

In addition, with respect to notices under Section 4.6, wi th a copy to: 

In additi on, with respect to notice un de r Article XII: 

Regional Counsel (Litigation Branch) 

1601 Bryan Street 

Dallas, TX 75201 

Whol e Bank 43 A llied B:mk 

Vc,·sion 7.2 - PuRC"HASil t\Nll A SS(JMI' I"ION AGRI!h~IE T Mulberry. AR 
In additi on, with respect to com munications under Exhibit 4.1 3, a copy to: 

Attention: Interim Servicing Manager, 

I 


(c) Notice to Assuming Institution. With respect to a notice under thi s 

Agreement: 

Today 's Bank 

Larry Olson, President & CEO 

300 N . College 

Fayetteville, AR 72701 

with a copy to: Greyson E. Tuck 

13.7. Entire Agreement. This Agreement, including the Schedules and Exhibits hereto 

and thereto, embody the entire agreement of the pru-ties hereto in relation to the subject matter 

herein and supersede all prior understandings or agreements, oral or wtitten, between the parties. 

13.8. Counterparts. This Agreement may be executed in any number of counterparts 

and by the duly authorized representative of a different party hereto on separate counterparts, 

each of whjch when so executed shall be deemed to be an ori gin al and all of wh ich 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 UNfTED STATES OF AMERICA, 

AND IN THE ABSENCE OF CONTROLLING FEDERAL LAW, IN ACCORDANCE WITH 

THE LAWS OF THE STATE IN WHICH THE MAIN OFFICE OF THE FAILED BANK IS 

LOCATED. 

13.10. Successors and Assigns. 

(a) Binding on Successors and Assigns; Assignment. All terms and co nditi ons 

of this Agreement shall be bi nding o n the successor s and assigns of the Receiver, the 

Corporation and the Ass uming Institution. The Receiver may assign or otherwise transfer this 

Agreement and the ri ghts and obl igations of the Receiver hereunder (in whole or in part) to the 

Corporation in its corporate capacity without the consent of Assuming Institution. 

Notwithstanding anything to the contrary contained in thi s Agreement, the Assuming Institution 

may not assign or otherwise transfer thi s Agreement or any of the Assumin g Institutio n's rights 

or obligations hereunder (in whole or in part) without the prior written consent of the Receiver, 

which consent may be granted or withheld by the Receiver in its sole and absolute discretion. 

(b) No Third Pa11y Benefic iaries. Nothing ex pressed or referred to in thi s 

Agreement is intended or s hall be construed to give any Person other than the Receiver, the 

Corporation and the Assuming Institution any legal or equitable right, 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 obliga6ons and st atements of respons ibilities hereunder, 

and all other conditions and provisions hereof are for the sole and exclusive benefit of the 

R eceiver, the Corpor ation and the Assumi ng Institution and fo r the benefit of oo other Person. 

Whole Bank 44 Allied B:lllk 

Vc,·s ion 7.2 - PuRC'HASil t\Nll A SS(JMI' I'ION AGRI!h~IE T Mulberry. AR 
13.11. Modification. No amendment or other modification, rescission or release of any 

part of thi s Agreement shall be effective except pursuant to a written agreement subscribed by 

the duly a uthorized re presentatives of the p arties. 

13.12. Manner of Payment. All payments due under this Agreement shall be in lawful 

money of the United States of America in immediately avai lable funds as each party hereto may 

specify to the other parties; provided that in the event the Rece iver or the Corporation is 

obligated to make any payment hereunder in the amount of $25,000.00 or less, such payment 

may be made by check. 

13.13. Waiver. Each of the Receiver, the Corporation and the Assuming Institution may 

waive its respective rights, powers or pri vileges under this Agreement; prov ided that such waiver 

shall be in writing; and further provided that no failure or delay on the part of the Receiver, the 

Corporation or the Assumi ng Jnstitution to exercise any right, power or privilege under th_is 

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 the 

exercise of any other right, power or privilege by the Receiver, the Corporation or the Assuming 

Institution under this Agreement, nor will any such waiver operate or be construed a s a futu re 

waiver of such ri ght, power or privilege under this Agreement. 

13.14. Severability. If any provision of this Agreement is declared invalid or 

unenforceable, then, to th e extent possible, all of the remaining provisions of this Agreement 

shall remain in full force and effect and shall be binding upon the parties hereto. 

13.15. Term of Agreement. This Agreement shall continue in full force and effect 

until the sixth (6th) anniversary of the Bank Closing Date; provided that the provis ions of 

Sections 6.3 and 6.4 shall surviv e the expiration of the term of thi s Agreement; and provided 

further tha t the receivership of the Failed Bank may be terminated prior to the expiratio n of the 

term of thi s Agreement, and in such event, the guaranty of the Corporation, as provided in and in 

accordance with the provisions of Section 12.7, shall be in effect for the remainder of the term of 

thi s Agreement. Expiration of the term of thi s Agreement shall not affect any claim or li abi lity of 

any party with respect to any (a) amount which is owing at the time of such expiration, 

regardless of when such amount becomes payable, and (b) breach of this Agreement occurring 

prior to such expiration, regardless of when s uch breach is cliscovered. 

13.16. Survival of Covenants, Etc. The covenants, representations, and warranties in 

thi s Agreement shall survive the execution of this Agreement and lhe consummation of the 

transactio ns conte mplated hereunder. 

13.17. Right of Receiver or Corporation to Audit. The Receiver or the Corporation, 

their respective agents, co ntractors and employees, may (but are not required to) p erfom1 an 

audit to determine the Assuming Institution's compliance w ith 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 

R eceiver or the Corporation, as the case may be, shall bear th e expense of any such audi t. In the 

event that any corrections are necessary as a result of such an audit, the Assuming Institution and 

the Rece iver shall make such accounting adj ustments, payme nts and withholdings as may be 

necessary to give re troactive effect to such corrections. 

[Signature Page Follows] 

Whol e Bank 45 Allied B:lllk 


Vc,·sion 7.2 - PuRC'HASil t\Nll A SS(JMI' I.ION AGRI! IE T Mulberry. AR 

IN WITNESS WHEREOF, the patties hereto have caused this Agreement to be 

executed by their duly authorized represe ntatives as of the date first above wri tten. 

F EDERAL DEPOSIT INSURANCE CORPORATION, 

RECE IVER OF ALLIED BANK 

MULBERRY, ARKANSAS 

Attest: L...-----------'~ TITLE: Receiver-in-Charge 

FEDERAL OEPOSlT INSURANCE CORPORATION 

BY L.....,.-,.--------------1~ NAME: __':t..::...u:a..n~tL!.JDit...:!l .(.., o!.___LHUwt£41LC/ce.s ..::::.....__ 

TI TLE: ...L.., Pt~-Jtfb .J-(,LLC.ua..c.ou141---~. · i:..a""__..:'...L. blil.<lLr...c: JL--­ ­

TODA Y'S BANK, HUNTSVILLE, AR 

BY: J~----~--------------_r NAME: lt:tf'lg tJ, V'j!~, 

T ITLE: flra;..&ur <~- CEo 


Attest: 

Whol e Bank 46 t\llicd Oauk 


Ve<Sion 7 2-P\JRQ!t\Sh >\!!!)ASS!!Mr£10,' t\(j!!f E\!JiYf Mulbeny. AR 

SCHEDULE 2.1(a) 

EXCLUDED DEPOSIT LIABILITY ACCOUNTS 

Allied Bank does not have deposits associated with the Deposi1tory Organization (DO) Cede & Co as 

Nominee for DTC. The DO accounts do not pass to the Assuming Bank and are excluded from the 

transaction as described in Section 2.1 of the P&A Agreement. This schedule will be updated post 

closi ng with data as of the Bank Closing Date. 

Whole Bank 47 Allied B:lll k 

vc.·sion 7.2 - PURC"HASil t\Nll A SS(IMI' I'ION AGRI!h~IE T Mulberry. AR 
SCHEDULE 3.2 


PURCHASE PRICE OF ACQUIRED ASSETS 


(a) 	 cash and receivables from depository 

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 sold 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) 	 a11 repossessed collateral, such as boats, 

motor vehicles, aircraft, trai.lers, and fire 

arms 

U) 	 capital stock of any Acquired Subsidiaries 

(subject to Section 3.2(b), and FHLB stock: 

(k) 	 amounts owed to the Failed Bank by any 

Acquired Subsidiaries: 

(I) 	 assets securing Deposits of public money, to 

the extent not otherwise purchased 

hereunder: 

(m) 	 overdrafts of customers: 

Whole Bank 48 

Vc,·sion 7.2 - PuRC'HASil t\Nll A SS(JMI' I'ION AGRI!h~IE T 

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 

Allied B:lllk 

Mulberry. AR 
(n) rights, if any, with respect to Qualified As provided in Section 3.2(c) 

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 Premi ses: 

(b) 	 Furniture and Equipment: 

(c) 	 Fixtures: 

(d) 	 Other Equipment: 

(e) 	 Specialty Assets : 

Book Value 

Fair Market Value 

Fair M arket Value 

As set forth on the Bid Form 

Fair Market Value 

Fair Market Value 

Fair Market Value 

Fair M arket Value 

Fair Market Value 

Whole Bank 49 Allied B:lllk 


Vc,·s ion 7.2 - PuRC'HASil t\Nll A SS(JMI' I'ION AGRI!h~IE T Mulberry. AR 

SCHEDULE 3.5(1) 


EXCLUDED SECUruTIES 


ORIGI 

cou NAL 

ORIGINAL PON ISSUE 

CUSIP ASSET NAME/DESCRIPTION FACE/PAR RATE DATE MATURITY DATE BOOK VALUE 

Total Excluded Securities : $1 ,314,426.87 

ADDITIONAL EXCLUDED SECURITffiS WIDCH ARE SECURITIES THAT ARE 

LISTED AS OTHER ASSETS 

ASSET NAME/DESCRIPTION BOOK VALUE 

Tota l $100,002.00 

Whole Bank 50 Allied B:lllk 

vc.·sion 7.2 - PURC"HASil t\Nll A SS(IMI'I'ION AGRI!h~IENT Mulberry. AR 
SCHEDULE 3.5(m) 


EXCLUDED OTHER REAL ESTATE 


ASSET NAME/DESCRIPTION BOOK VALUE 

Whole Bank 51 Allied B:lllk 


Vc,·s ion 7.2 - PuRC'HASil t\Nll A SS(JMI' I' ION AGRI!h~IE T Mulberry. AR 

SCHEDULE 4.1(b) 

BANK PREMISES IN UNDERSERVED AREAS 


NONE 


Whole Bank 52 Allied B:lllk 


Vc,·s ion 7.2 - PuRC'HASil t\Nll A SS(JMI' I' ION AGRI!h~IE T Mulberry. AR 

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 

Nome 


Address 


DRC Preparation Date 

DRC Preparer's Contact 

Nome 


Designation 


Phone 


Email 


Alternate Contact for Subsequent Data Requests (ifdifferent from above) 

Nome. 

Phone 


Email 


Instructions 

l . Provide preporer's contact information and Bonk information on the "Cover PogeN tab. 

2. Provide point of contact anddesired 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 additionalsystems that were notincluded 

b. Select the most appropriate value/Jam the drop down list when the.fist is provided with applicable column. 

If vou need additionalclarification while ecording the·.ll.;·m, l.l.:.:l. folrml.l.lld. a lll ttiio""'-' n. Di~•le ii.lli: aseli.l ' ca~o.~UL./1'---...,...------------------4

,__ __,1 Send the/ina/copy of this document toI I 

Whole Bank 53 Allied ll:lnk 


Ve ion 7.2 - J'UR('IIASH M'llli\S8\1MI'II(lN 1\GRlli;~IHNT Mulberry . AR 

Example ofInformation 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 

Acqulrer 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 of data, 

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 

Whole Bank 54 Allied B:lllk 

vc.·sion 7.2 - P URC'HASil t\Nll A SS(IMI' I' ION AGRI!h~IEN'I' Mulberry. AR 
SCHEDULE7 


The accounts identified below will pass to the Assuming Institution (unless otherwise noted). 

When calculating the premium to be paid on Ass umed Deposits in a purchase and assumption 

transaction, the FDIC will exclude the following categori es of deposit accounts: 

Categm)' Desaiption ,\mount 

.I Non-DO Brokered Deposits $ 0.00 

11 CDARS $ 0.00 

U1 MarketP lace Deposits $ 0.00 

Total deiJosits excluded l·om calculation o· ·?rem.ium $ 0.00 

Category Description 

I. Brokered Deposits 

Brokered deposit accounts ar e accounts for which the "de positor of record" is an agent, nominee 

or custodian who deposits funds for a principal or princ ipals to who m "pass-throu g h" deposit 

insurance coverage may be extended. The FDIC separ ates brokered de posit accounts into two 

categories : 1) Depository Organization (DO) Broker ed Deposits and 2) Non-Depository 

Organization (Non-DO) Brokered Deposits. This di stinc tion is made by the FDIC to facilitate 

our role as Receiver and Insurer. These term s will no t appear o n other "brokered dep osit" 

repo11s generated by Allied B ank. 

Non-DO Brokered Deposits pass to the Assuming Institution, but are excl uded from Ass umed 

Deposits when th e deposit premium is calcu lated . Please see the attached "Schedul e 7 - NonDO Broker Deposit Detail R eport" for a listing of these accounts. This list will be updated post 

clos ing with balances as of the Bank Closing Date. 

If Allied B ank had any DO Brokered Deposits (Cede & Co as No min ee for DTC), they are 

excluded from Assumed Deposits in the Purchase and Ass umption Agreement. 

II. CDARS 

C DARS deposits pass to the Assuming Institution, but are excluded from A ssumed Deposits 

when the deposit premium is calculated. 

Allied Bank did nOt participate in the CDAR S program as ofthe date ofthe deposit download. If 

CDARS deposits are taken between th e date of the deposit down load and the Bank C losing Date, 

they will be identif ied pos t c losing and made part o f Schedule 7 to the Purc hase and A ssumption 

Agreement. 

Whole Bank 55 Allied B:lllk 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IE T Mulberry. AR 
III. Market Place Deposits 

"Market Place Deposi ts" is a descripti on given to deposits that may have been solicited via a 

money desk, internet subscription service (for exampl e, QwickRate®), or similar programs. 

A llied Bank does not have QwickRate® deposits as identified above. The QwickRate® deposits 

are reported as time deposits in the Call Report 

This schedul e provides account categories and balances as of the date of the depos it download, 

or as indicated. The deposit franchise bid premium wilJ 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 wiJl be provided post closing. 

Whole Bank 56 Allied B:lllk 


Vc,·sion 7.2 - PuRC'HASil t\Nll A SS(JMI' I'ION AGRI!h~IE T Mulberry. AR 

EXHffiiT2.3A 

FIN AL LEGAL NOTICE 


Claiming Req uirements for Deposits 


Under 12 U.S.C. 1822(e) 


[Date] 

[Name of Unclaimed Depositor ] 

[Address of Unclaimed Depositor] 

[Anytown, USA] 

Subj ect: 	 [XXXXX- Name of Bank 

City, State] - I n Receive rship 

Dear [Sir/Madam]: 

As you may know, on [Date: Closing Date] , the [Name of Bank ("The Bank")] was 

closed and the Federal De posit fnsurance Corporation ("FDIC") transferred [Th e Bank's] accounts to 

[Name of Assuming Institution] . 

Accordi ng to federal law under 12 U.S.C., 1822(e), on [Date: eighteen months from the 

Closing Da te], [Name of Assuming Institution] must transfe r the funds in your account(s) back to the 

FDIC if you have not claimed your account(s) with [Name of Assuming Institution]. Based on the 

records recently suppl ied to us by [Name of Assuming Institution], your account(s) currently fall into 

this category. 

This letter is your formal Legal Notice that you ha ve until [Date: eighteen months from 

the Closing Da te] , to claim or arrange to continue your account(s) with [Name of Assuming 

Institution]. There are severa l ways that you can claim your account(s) at [Name of Assuming 

I nstitution]. l t is only necessary for you to take any one of the following actions in order for your 

account(s) at [Name of Assuming Institution] to be deemed claimed. I n addition, if you have more than 

one account, your claim to one account will automatically claim all accounts : 

l. 	 Write to [Name of Assuming Institution] and notify them that you wish to keep yow· account(s) 

active with them. Please be sure to include the name of the accou nt(s), the account num ber(s), the 

signature of an autho rized signer on the account(s), name, and address. [Name of Assuming 

Institution] address is: 

[ 123 Ma in 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 accou nt(s), or renegotiate the terms of your 

certificate of deposit account(s) (if any). 

3. 	 Provide [Name of Assuming I nstitution] with a change of address fo rm. 

4. 	 Make a deposit to or withdrawal from your accou nt(s). Th is includes writing a check on any account 

or having an automatic direct depos it credited to or an automatic withdrawal debited from a n account. 

If you do not want to continue your account(s) wi th [Name of Assuming Institution] for 

Whol e Bank 57 A llied B:l11k 

vc.·sion 7.2 - PURC"HASil t\Nll A SS(IMI' I"ION AGRI!h~IE T Mulberry. AR 
any reason, you can withdraw your funds and close your account(s). Withdrawing funds fTOm one or 

more of yow· account(s) satisfies the federal law claiming requirement. Ifyou have time deposits, such as 

certificates of deposit, [Name of Assuming Institution] can advise you how to withdraw them wi thout 

being charged an interest penalty for early withdrawal. 

If you do not claim owners hip of your account(s) at [Name of Assuming Institution by 

Date: eighteen months from the Closing Date] federal law requires [Name of Assuming Institution] to 

return your depos its to the FDIC, which wi ll deliver them as unclaimed property to the State indicated in 

your address in the Failed Tn st~tution 's records. Tf 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. L2 U.S.C. 

§ 1822(e). Ifthe State accepts custody of your deposits, you will have 10 years from the date of delivery 

to cla im your deposits from the State. After 10 years you will be permanently barred from clai ming you r 

deposits. However, if the State refuses to take custody of your deposits, you will be able to claim them 

f rom the FD[C unti l th e receivership is terminated. If you have not claimed your insured deposits befo re 

the receivership is terminated, and a receivers hip may be terminated at any time, all of your rig hts in those 

deposits will be barred. 

If you have any questions or concerns about these items, pl ease contact [Bank 

Employee] at [Name of Assuming Institution] by phone at [(XXX) XXX-XXXX). 

Sincerely, 

[Name of Claims Specialist] 

[Title] 

Whole Bank 58 Allied B:lllk 

vc.·sion 7.2 - P URC'HASil t\NllA SS(IMI'I'ION I! IE T Mulberry. AR 
EXHffiiT2.3B 

AFFIDAVIT OF MAILING 

AFFIDA VIT OF MAILING 

State of 

COUNTY OF 

Tam employed as a [Title of Office] by the [Name of Assuming Institution]. 

This will attest that on [Date of mailing], I caused a true and con ecl copy of rhe Final Legal Notice, 

attached hereto, to owners of unclaimed deposits o f [Name of Failed Bank] , City, State, to be prepared 

for deposit in the mail of tl1e United States of A merica on behalf of the Federal Deposit Insurance 

Corpo ration. A list of depositors to whom the notice was mail ed is attached. This notice was mailed to 

the depositor's last address as reflected on the books and records of the [Name of Failed Bank] as of the 

date of fail ure. 

[Name] 


[Title of Office] 


[Name ofAssuming Institution] 


Subscribed and sworn to before me this ___day of [Month, Year]. 

My commission expires: 

[Name], Nota ry Public 

Whol e Bank 59 Allied B:lllk 

vc.·sion 7.2 - PURC"HASil t\Nll A SS(IMI' I'ION AGRI!h~IE T Mulberry. AR 
EXHIBIT 3.2(c) 


VALUATION OF CERTAIN 


QUALIFIED FINANCIAL CONTRACTS 


Interest Rate Contracts - AU interest rate swaps. forward rate agreements, interest rate 

futures, caps, collars and floors, w hether purchased or writte n. 

Option Contracts - All put and call option contracts, whether purchased or written, on 

marketable sec uriti es, financial futures, foreign cu rrencies, foreign exchange or foreign 

exchan ge futures contracts. 

Foreign Exchange Contracts - All contracts for future purchase or sale of foreign 

currencies, foreign c urre ncy or cross currency swap contracts, or fore ign exchange 

f utures contracts. 

B. 	 Exclusions 

All financial contracts used to hedge assets and li abilities that are acquired by the 

Assuming Institution but are not subject to adjustment from Book Value. 

C. 	 Adjustment 

The difference between lhe Book Value and marke t value as of the Bank Closing Date. 

D. 	 Methodology 

I . 	 The price at whi ch the Ass uming Institution sell s or ctisposes of Qualified 

Financial Contracts will be deemed to be the fair market value of such contracts, 

if s uch sale or di sposition occurs at prevai ling market rates within a predefined 

timetab le as agreed upon by the Assumin g Institution and the Receiver. 

2. 	 In valuing all other Qualified Financial Contracts, the following principles will 

appl y: 

(i) 	 All known cash flows under swaps or forward exchange contracts shall be 

present valued to the swap zero co upon interest rate curve. 

(ii) 	 All valuations shall employ prices and inte rest rates based on the actual 

freq uency of rate reset or payment. 

(iii) 	 Each tranche of amorti zing contracts shall be separately valued . The total 

value of such amortizing contract. shall be the sum of the values of its 

component t.ranches. 

Whole Bank 60 Allied B:lllk 


Vc,·sion 7.2 - PuRC'HASil t\Nll A SS(JMI' I'ION AGRI!h~IE T Mulberry. AR 

(iv) 	 For regularl y traded contracts, valuations shall be at the mi dpoin t of the 

bid and ask prices quoted by y sources (e.g., The W all Street 

Jo urnal , Telerate, Reuters or other similar source) or regularly traded 

exchanges. 

(v) 	 For all o ther Qualif ied Fi nancial Contracts where published market quotes 

are unavailable, the adjusted price s hall be the average of the b id and ask 

price quotes from three (3) securi ties dealers acceptable to the Receiver 

and Assuming Ins titution as of the Bank Closing Date. If quotes from 

securi"ties dealers cannot be obtained, an appraiser acceptable to the 

Receiver and the Assuming Institution will perfonn a valuation based on 

modeling, conelation analysis, interpolation or other techniques, as 

appropriate. 

Whole Bank 61. Allied B:lllk 

vc.·sion 7.2 - PURC"HASil t\Nll A SS(IMI' I"ION AGRI!h~IE T Mulberry. AR 
EXHIBIT 4.13 

INTERIM ASSET SERVICING ARRANGEMENT 

This lnte1im Asset S ervicing Arrangement is made pursuant to and as of the elate of that 

certain Purchase and Assumption Agreement (the "Purchase and Assumption Agreement") 

among the Receiver, the Assuming Institution and the Corporati on , to w hich this Arrangement is 

attached. Capitalized terms used and not otherwise defined in thi s Exhibit 4 .13 shall have the 

meanings assigned to such terms in the Agreement. 

(a) With respect to each asset or liability designated from time to time by the 

Receiver to be serviced by the Assuming Institution pursuant to this Intetim Asset Servicing 

Arrangement (the "Arrangement"), incl uding any assets or liabilities sold or convey ed by the 

Receiver to any party other than the Assuming Institution (any such pmty, 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 the Assumin g Institution sh a11 servi ce or provide servicin g support to 

the Pool Assets as described in this Exhibit 4.13. 

If the Ass uming Ins titution is an approved or qualified servicer for any government 

sponsored entity (each, a "GSE") and if any of the Loans are ow ned by a GSE, th e Assuming 

Institution shall service or provide servic ing support for the Loans owned by a GSE in 

accordance with the guidelines promulgated by and its agreements with the applicable GSE. If 

the Assuming Institution is not an approved or qualified servicer for a GSE or the Loans are not 

owned by a GSE, then the Assuming Institution shall service or provide ser vicing support for the 

Loans in accordance with the fo llowing: 

(i) promptly post and apply payments received to the applicable system of 

record; 

(ii) reverse and return insuffi cient funds checks; 

(iii) pay (A) parti cipation payments to participants in Loans, as and when 

received; (B) tax and insurance bills, as they come due, out of any escrow funds maintained for 

such purposes; and (C) unfunded commitments and protective advances out of any escrow funds 

created for 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 sys tems and other 

systems of record on which any activity with respect to any Pool Assets are, or prior to the Bank 

Closing Date, were, recorded , and maintain all historical data on any such systems as of the Bank 

Closing Date and not, without the express consent of the Receiver (which consent must be 

sought at least sixty (60) days prior to taking an y action), deconvert, remove, transfer or 

otherwise discontinue use of any of the Failed B ank's systems of record with respect to any Pool 

Asset; 

Whole Bank 62 Allied B:lllk 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IE T Mulberry. AR 
(vi) maintain accurate records reflecting (A) payments received by the 

Assuming Institution, (B) information received by the Assuming In stitution concerning changes 

in the address or identity of any Obligor and (C) other servicing actions taken b y th e Assum ing 

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 purs uant to this Arrangement (with the 

number and qualifications of such employees to be not less than the number and qualifications of 

employees employed by the Failed Bank to perfonn such functions as of the Bank Closing Date); 

(ix) hold in tru st any Credit Files and any servicing files in the possession or 

on the premises of the Assuming lnstitution for the Receiver or the Successor Owner (as 

applicable) and segregate from the other books and records of the Assuming Institution and 

appropriately mark such Credit Files and servicing files to clearly reflect the ownership interest 

of the Receiver or the successor owner (as applicable); 

(x) send to the Receiver (indicating closed bank name and number), Attn: 

Interim Servicing Manager, at the email address provided in Section 13.6 of the Purchase and 

Assumption Agreement, or to such other person at such address as the Receiver may designate, 

via overnight delivery: (A) on a weekly basis, weekly reports, including, without limitation, 

reports reflecting collections and tri al balances, and (B) any other reports, copies or information 

as may be requested from time to time b y the Receiver, including, if requested , copies of ( l ) 

checks or other remittances received, (2) insufficient fund s checks returned, (3) checks or other 

remittances for payment to participants or for taxes, insurance, fu nding advances and protecti ve 

advances, ( 4) pay-off requests, and (5) notices to defaulted Obligors; 

(xi) remit on a weekly bas is to the Receiver (indicating closed bank name and 

number), Attn: DRR Cashier Unit, Business Operations Support Branch, in the same manner as 

provided in paragraph (a)(x), via wire transfer to the account designated by the Receiver, or to 

such other person at such other address and/or account as the Receiver may designate, all 

payments received; 

(xii) prepare and timely file all information r eports with appropriate tax 

authorities, and, if requested by the Receiver, prepare and file tax returns and remit taxes due on 

or before the due date ; 

(xiii) provide and furni sh such other serv ices, operations or functio ns, including, 

without limitation , with regard to any bu siness, enterprise or agreement which is a Poo l Asset, as 

may be reques ted by the Receiver; 

(xiv) establish a custodial account for the Receiver and for each successor 

owner at the Assuming Institution, each of which shall be interest bearing, titled in the name of 

Whole Bank 63 Allied B:lllk 

vc.·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~IE T Mulberry. AR 
Assuming Institution, in tmst for the Receiver or the successor owner (as applicable), in each case 

as the owner, and segregate and hold all funds collected and received with respect to the Pool Assets 

separate and apart fro m any ofthe Assuming Institution' s own f unds and general assets; and 

(xv) no later than the end of the second Busi ness Day following receipt thereof, 

deposit into the applicable custodial account and retain t herein all fu nds collected and received 

with respect to the Pool Assets. 

Notwithstanding anything to the contrary in this Exhibit, the Ass uming Institution shall not be 

required to initiate litigatio n or other collection proceedings against any Obligor or any collateral 

with respect to any defau lted Loan. The Assuming Institution sha11 promptly notify the 

Receiver, at the address referred to above in paragraph (a)(x), of any claims or legal actions 

regarding any Pool Asset. 

(b) In consideration for the provlSlon of the ser vices provided pursuant to this 

Arrangement, th e Receiver agrees to reimburse the Assuming Institution for the actual, 

reasonable and necessary expenses incurred in connection w.ith the performance of its duties 

pursuant to this AtTangement, including shared services of photocopying, postage, express mail , 

core data processing (aUocated on a per loan basis based on historical actual costs) and amounts 

paid for employee services (based upon the number of hours spent performing servicing duties). 

(c) The Assuming Institution shall provide the services described herein for a term of 

up to three hundred sixty-five (365) days after the Bank Closing Date. The Receiver may 

terminate the Anangement at any time upon not less tha n sixty (60) days notice to the Assuming 

fnstinltion without any liabiHty or cost to the Receiver other th an the fees and expenses due to 

the Assuming Institution as of the terminatio n date pursuant to parag raph (b) above. 

(d) At any time during the tenn of this Arrangement, the Receiver may, upon not less 

than thirty (30) days prior written notice to the Assuming JnstiU1tion, remove o ne or more Pool 

Assets, and at the time of s uch removal the Assuming Institution 's responsibi lity with respect 

thereto shall terminate. 

(e) At the expiration of this Arrangeme nt o r upo n the termination of the Assuming 

Institution's responsibility w ith respect to any Pool Asset pursuant to paragraph (d) hereof, the 

Assmning Institution shall: 

(i) de liver to the Receiver (or its designee) all of the Credit Documents and 

records relating to the Pool Assets ; and 

(ii) cooperate with the Receiver to facilitate the orderly transition of managing 

the Pool Assets to the Recei.ver 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 

transitio nal services with regard to the Pool Assets as the Receiver may request. Transitional 

services may include, without limitation, assisting in any du e d iligence process deemed 

necessary by the Receiver and providing to the Receiver and its designees (includin g, without 

limi tation, its contractors an d any actual or p otential successor owners) (i) in formatio n and data 

regarding the Pool Assets, including, without limitation, system reports and data downloads 

Whol e Bank 64 A llied B:l11k 

Vc,·sion 7.2 - PURC'HASil t\Nll A SS(IMI' I'ION AGRI!h~tn 'I' Mulberry. AR 
sufficient to transfer the Pool Assets to another system or systems and to facilitate due diligence 

by actual and potential successor owners, and (ii) access to employees of the Assuming 

Institution involved in the ma nage ment of, or otherwise familiar wirh, the Pool Assets. 

(g) Until such time as the Anangement expir es or is terminated, without limitation of 

its obligations set forth above or in the Purchase and Assumption Agreement and without any 

additiona l consideration (other than that set forth in paragraph (b) a bove), the Assuming 

Institution shall provide the Receiver and its designees (including, without limitation, its 

contractors and actual and potential successor owners) with the following, as the same may be 

reques ted: 

(i) access to and the ability to obtain assistance and information from 

persoonel of the Assuming In stitution, incl uding former personnel of th e Failed Bank and 

perso nnel of third party consultants; 

(ii) access to and the ability to use and download information from data 

processing systems and other syste ms of reco rd o n which information regarding Pool 

Assets or any assets transferred to or liabilities assumed by the Assuming Ins titution 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, utilities (including local telephone service and 

facsimile machines) , furniture, equipment (incl uding photocopying and facsimile 

machines), and technology and connecti vity (inc.luding email accounts, network access 

and technology resources such as shared drives) in the Bank Premises occupied by the 

Assuming Ins titution . 

Whole Bank 65 Allied B:lllk 


Vc,·sion 7.2 - PuRC'HASil t\Nll A SS(JMI' I'ION AGRI!h~IE T Mulberry. AR