Common use of Assets Purchased by Assuming Institution Clause in Contracts

Assets Purchased by Assuming Institution. Subject to Sections 3.5 and 3.6, the Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Institution, all right, title, and interest of the Receiver in and to all of the following: (a) cash and receivables from depository institutions (including Federal Reserve Banks and Federal Home Loan Banks), including cash items in the process of collection, plus any accrued interest thereon computed to and including Bank Closing; (b) securities (other than the capital stock of Subsidiaries of the Failed Bank and those securities referred to in Section 3.5(k), if any), plus any accrued interest thereon computed to and including Bank Closing; (c) federal funds sold and repurchase agreements, if any, including any accrued interest thereon computed to and including Bank Closing; (d) Omitted; (e) Deposit Secured Loans, but only such of those Deposit Secured Loans which also are listed on Schedule 3.1(e), if any (including any such Deposit Secured Loan that the Failed Bank charged-off in whole or in part during the period from the date after the Bid Valuation Date and up to and including Bank Closing); (f) credit card business, if any, including all outstanding extensions of credit, subject to Section 4.2; (g) Safe Deposit Boxes and related business, safekeeping business and trust business, if any, subject to Section 4.3, 4.4 or 4.5, respectively; (h) Records and other documents as provided in Section 6.1; (i) capital stock of the Subsidiaries of the Failed Bank listed on Schedule 3.1(i), if any (the "Acquired Subsidiaries"); (j) amounts owed to the Failed Bank by any Acquired Subsidiary; (k) assets securing Deposits of public money, to the extent not otherwise purchased hereunder; and (l) overdrafts of customers (including but not limited to overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account). Schedule 3.1 attached hereto and incorporated herein sets forth certain categories of Assets. Such schedule(s) is based upon the best information available to the Receiver and may be adjusted as provided in Article VIII. Assets are purchased hereunder by the Assuming Institution subject to all liabilities for indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 2.1.

Assets Purchased by Assuming Institution. Subject to Sections 3.5 and 3.6, the Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Institution, all right, title, and interest of the Receiver in and to all of the following: (a) cash and receivables from depository institutions (including Federal Reserve Banks and Federal Home Loan Banks), including cash items in the process of collection, plus any accrued interest thereon computed to and including Bank Closing; (b) securities (other than the capital stock of Subsidiaries of the Failed Bank and those securities referred to in Section 3.5(k), if any), plus any accrued interest thereon computed to and including Bank Closing; (c) federal funds sold and repurchase agreements, if any, including any accrued interest thereon computed to and including Bank Closing; (d) Omitted; (e) Deposit Secured Loans, but only such of those Deposit Secured Loans which also are listed on Schedule 3.1(e), if any (including any such Deposit Secured Loan that the Failed Bank charged-off in whole or in part during the period from the date after the Bid Valuation Date and up to and including Bank Closing); (f) credit card business, if any, including all outstanding extensions of credit, subject to Section 4.2; (g) Safe Deposit Boxes and related business, safekeeping business and trust business, if any, subject to Section 4.3, 4.4 or 4.5, respectively; (h) Records and other documents as provided in Section 6.1; (i) capital stock of the Subsidiaries of the Failed Bank listed on Schedule 3.1(i), if any (the "Acquired Subsidiaries"); (j) amounts owed to the Failed Bank by any Acquired Subsidiary; (k) assets securing Deposits of public money, to the extent not otherwise purchased hereunder; and (l) overdrafts of customers (including but not limited to overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account). Module 2 - Standard P&A First National Bank Version 2.02 Savannah, GA June 25, 2010 (m) rights, if any, with respect to Qualified Financial Contracts. (n) rights of the Failed Bank to provide mortgage servicing for others and to have mortgage servicing provided to the Failed Bank by others and related contracts. Schedule 3.1 attached hereto and incorporated herein sets forth certain categories of Assets. Such schedule(s) is based upon the best information available to the Receiver and may be adjusted as provided in Article VIII. Assets are purchased hereunder by the Assuming Institution subject to all liabilities for indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 2.1.

Assets Purchased by Assuming Institution. Subject to Sections 3.5 and 3.6, the Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Institution, all right, title, and interest of the Receiver in and to all of the following: (a) cash and receivables from depository institutions (including Federal Reserve Banks and Federal Home Loan Banks), including cash items in the process of collection, plus any accrued interest thereon computed to and including Bank ClosingClosing Date; (b) securities (other than the capital stock of Subsidiaries of the Failed Bank and those securities referred to in Section 3.5(k), if any), plus any accrued interest thereon computed to and including Bank Closingreserved; (c) federal funds sold and repurchase agreements, if any, including any accrued interest thereon computed to and including Bank ClosingClosing Date; (d) OmittedOwned Data Management Equipment and Personal Computers; (e) Deposit Secured Loans, but only such of those Deposit Secured Loans which also are listed on Schedule 3.1(e), if any (including any such Deposit Secured Loan that the Failed Bank charged-off in whole or in part during the period from the date after the Bid Valuation Date and up to and including Bank ClosingClosing Date); (f) any credit card business, if any, business (including all outstanding extensions of credit), subject to Section 4.2; (g) Safe Deposit Boxes and related business, safekeeping business and trust business, if any, subject to Section 4.2, 4.3, 4.4 or 4.5, respectively; (hg) Failed Bank Records and other documents as provided in Section 6.1; (ih) capital stock of the Subsidiaries of the Failed Bank listed on Schedule 3.1(i), if any (the "Acquired Subsidiaries")reserved; (ji) amounts owed to the Failed Bank by any Acquired Subsidiary; (kj) assets securing Deposits of public money, to the extent not otherwise purchased hereunder; and; (lk) overdrafts of customers (including but not limited to overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account). Schedule 3.1 attached hereto ; (l) reserved; (m) reserved; (n) reserved; (o) reserved; (p) any asset that was fully charged-off by the Failed Bank prior to the Bid Valuation Date (including any subsequent judgments arising therefrom) that was secured by collateral that was (i) foreclosed upon by the Failed Bank and incorporated herein sets forth certain categories of Assets. Such schedule(s(ii) is based upon the best information available to the Receiver and may be adjusted as provided in Article VIII. Assets are purchased hereunder by an Acquired Asset; and (q) reserved; (r) prepaid accounts associated with any contract or agreement that the Assuming Institution either directly assumes pursuant to the terms of this Agreement or has an option to assume under Section 4.8; and (s) Intellectual Property that (i) is not a Specialty Asset and (ii) is related to the Failed Bank franchise or to Acquired Assets. The Assuming Institution purchases all Acquired Assets subject to all liabilities for indebtedness collateralized by Liens affecting such Acquired Assets to the extent provided in Section 2.1.

Assets Purchased by Assuming Institution. Subject to Sections 3.5 and 3.6, the Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Institution, all right, title, and interest of the Receiver in and to all of the following: (a) cash and receivables from depository institutions (including Federal Reserve Banks and Federal Home Loan Banks), including cash items in the process of collection, plus any accrued interest thereon computed to and including Bank ClosingClosing Date; (b) securities (other than the capital stock of Subsidiaries of the Failed Bank and those securities referred to in Section 3.5(k3.5(l), if any), plus any accrued interest thereon computed to and including Bank ClosingClosing Date; (c) federal funds sold and repurchase agreements, if any, including any accrued interest thereon computed to and including Bank ClosingClosing Date; (d) OmittedOwned Data Management Equipment and Personal Computers; (e) Deposit Secured Loans, but only such of those Deposit Secured Loans which also are listed on Schedule 3.1(e), if any (including any such Deposit Secured Loan that the Failed Bank charged-off in whole or in part during the period from the date after the Bid Valuation Date and up to and including Bank ClosingClosing Date); (f) any credit card business, if any, business (including all outstanding extensions of credit), subject to Section 4.2; (g) Safe Deposit Boxes and related business, safekeeping business and trust business, if any, subject to Section 4.2, 4.3, 4.4 or 4.5, respectively; (hg) Failed Bank Records and other documents as provided in Section 6.1; (ih) capital stock of the Subsidiaries of the Failed Bank listed on Schedule 3.1(i), if any (the "Acquired Subsidiaries")reserved; (ji) amounts owed to the Failed Bank by any Acquired Subsidiary; (kj) assets securing Deposits of public money, to the extent not otherwise purchased hereunder; and; (lk) overdrafts of customers (including but not limited to overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account). ; (l) reserved; (m) rights of the Failed Bank to have loan servicing provided to the Failed Bank by others and related contracts; (n) the Loans and other assets in the Optional Loan Pools listed on Schedule 3.1 attached hereto 3.1(n); (o) reserved; and (p) any asset that was fully charged-off by the Failed Bank prior to the Bid Valuation Date (including any subsequent judgments arising therefrom) that was secured by collateral that was (i) foreclosed upon by the Failed Bank and incorporated herein sets forth certain categories of Assets. Such schedule(s(ii) is based upon the best information available to the Receiver and may be adjusted as provided in Article VIIIan Acquired Asset. Assets are purchased hereunder by the The Assuming Institution purchases all Acquired Assets subject to all liabilities for indebtedness collateralized by Liens affecting such Acquired Assets to the extent provided in Section 2.1.

Assets Purchased by Assuming Institution. Subject to Sections 3.5 and 3.6, the Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Institution, all right, title, and interest of the Receiver in and to all of the following: (a) cash and receivables from depository institutions (including Federal Reserve Banks and Federal Home Loan Banks), including cash items in the process of collection, plus any accrued interest thereon computed to and including Bank ClosingClosing Date; (b) securities (other than the capital stock of Subsidiaries of the Failed Bank and those securities referred to in Section 3.5(k3.5(l), if any), plus any accrued interest thereon computed to and including Bank ClosingClosing Date; (c) federal funds sold and repurchase agreements, if any, including any accrued interest thereon computed to and including Bank ClosingClosing Date; (d) OmittedOwned Data Management Equipment and Personal Computers; (e) Deposit Secured Loans, but only such of those Deposit Secured Loans which also are listed on Schedule 3.1(e), if any (including any such Deposit Secured Loan that the Failed Bank charged-off in whole or in part during the period from the date after the Bid Valuation Date and up to and including Bank ClosingClosing Date); (f) any credit card business, if any, business (including all outstanding extensions of credit), subject to Section 4.2; (g) Safe Deposit Boxes and related business, safekeeping business and trust business, if any, subject to Section 4.2, 4.3, 4.4 or 4.5, respectively; (hg) Failed Bank Records and other documents as provided in Section 6.1; (ih) capital stock of the Subsidiaries of the Failed Bank listed on Schedule 3.1(i), if any (the "Acquired Subsidiaries")reserved; (ji) amounts owed to the Failed Bank by any Acquired Subsidiary; (kj) assets securing Deposits of public money, to the extent not otherwise purchased hereunder; and; (lk) overdrafts of customers (including but not limited to overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account). Schedule 3.1 attached hereto ; (l) reserved; (m) reserved; (n) reserved; (o) reserved; (p) any asset that was fully charged-off by the Failed Bank prior to the Bid Valuation Date (including any subsequent judgments arising therefrom) that was secured by collateral that was (i) foreclosed upon by the Failed Bank and incorporated herein sets forth certain categories of Assets. Such schedule(s(ii) is based upon the best information available to the Receiver and may be adjusted as provided in Article VIII. Assets are purchased hereunder by an Acquired Asset; and (q) New Loans; (r) prepaid accounts associated with any contract or agreement that the Assuming Institution either directly assumes pursuant to the terms of this Agreement or has an option to assume under Section 4.8; and (s) Intellectual Property that (i) is not a Specialty Asset and (ii) is related to the Failed Bank franchise or to Acquired Assets. The Assuming Institution purchases all Acquired Assets subject to all liabilities for indebtedness collateralized by Liens affecting such Acquired Assets to the extent provided in Section 2.1.

Assets Purchased by Assuming Institution. Subject to Sections 3.5 and 3.6, the Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Institution, all right, title, and interest of the Receiver in and to all of the following: (a) cash and receivables from depository institutions (including Federal Reserve Banks and Federal Home Loan Banks), including cash items in the process of collection, plus any accrued interest thereon computed to and including Bank ClosingClosing Date; (b) securities (other than the capital stock of Subsidiaries of the Failed Bank and those securities referred to in Section 3.5(k3.5(l), if any), plus any accrued interest thereon computed to and including Bank ClosingClosing Date; (c) federal funds sold and repurchase agreements, if any, including any accrued interest thereon computed to and including Bank ClosingClosing Date; (d) OmittedOwned Data Management Equipment and Personal Computers; (e) Deposit Secured Loans, but only such of those Deposit Secured Loans which also are listed on Schedule 3.1(e), if any (including any such Deposit Secured Loan that the Failed Bank charged-off in whole or in part during the period from the date after the Bid Valuation Date and up to and including Bank ClosingClosing Date); (f) any credit card business, if any, business (including all outstanding extensions of credit), subject to Section 4.2; (g) Safe Deposit Boxes and related business, safekeeping business and trust business, if any, subject to Section 4.2, 4.3, 4.4 or 4.5, respectively; (hg) Failed Bank Records and other documents as provided in Section 6.1; (h) reserved; (i) capital stock of the Subsidiaries of the Failed Bank listed on Schedule 3.1(i), if any (the "Acquired Subsidiaries")reserved; (j) amounts owed to the Failed Bank by any Acquired Subsidiary; (k) assets securing Deposits of public money, to the extent not otherwise purchased hereunder; and; (lk) overdrafts of customers (including but not limited to overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account). ; (l) rights, if any, with respect to Qualified Financial Contracts, except those excluded on Schedule 3.5(l); (m) reserved; 3.1 attached hereto (n); (n) the Loans and incorporated herein sets forth certain categories of Assets. Such schedule(sother assets in the Optional Loan Pools listed on Schedule (o) is based upon the best information available to the Receiver and may be adjusted as provided in Article VIII. Assets are purchased hereunder by the Assuming Institution subject to all liabilities for indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 2.1.reserved;

Assets Purchased by Assuming Institution. Subject to Sections 3.5 and 3.6, the Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Institution, all right, title, and interest of the Receiver in and to all of the following: (a) cash and receivables from depository institutions (including Federal Reserve Banks and Federal Home Loan Banks), including cash items in the process of collection, plus any accrued interest thereon computed to and including Bank ClosingClosing Date; (b) securities (other than the capital stock of Subsidiaries of the Failed Bank and those securities referred to in Section 3.5(k3.5(l), if any), plus any accrued interest thereon computed to and including Bank ClosingClosing Date; (c) federal funds sold and repurchase agreements, if any, including any accrued interest thereon computed to and including Bank ClosingClosing Date; (d) OmittedOwned Data Management Equipment and Personal Computers; (e) Deposit Secured Loans, but only such of those Deposit Secured Loans which also are listed on Schedule 3.1(e), if any (including any such Deposit Secured Loan that the Failed Bank charged-off in whole or in part during the period from the date after the Bid Valuation Date and up to and including Bank ClosingClosing Date); (f) any credit card business, if any, business (including all outstanding extensions of credit), subject to Section 4.2; (g) Safe Deposit Boxes and related business, safekeeping business and trust business, if any, subject to Section 4.2, 4.3, 4.4 or 4.5, respectively; (hg) Failed Bank Records and other documents as provided in Section 6.1; (ih) capital stock of the Subsidiaries of the Failed Bank listed on Schedule 3.1(i), if any (the "Acquired Subsidiaries")reserved; (ji) amounts owed to the Failed Bank by any Acquired Subsidiary; (kj) assets securing Deposits of public money, to the extent not otherwise purchased hereunder; and; (lk) overdrafts of customers (including but not limited to overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account). ; (l) reserved; (m) reserved; (n) the Loans and other assets in the Optional Loan Pools listed on Schedule 3.1 attached hereto 3.1(n); (o) reserved; (p) any asset that was fully charged-off by the Failed Bank prior to the Bid Valuation Date (including any subsequent judgments arising therefrom) that was secured by collateral that was (i) foreclosed upon by the Failed Bank and incorporated herein sets forth certain categories of Assets. Such schedule(s(ii) is based upon the best information available to the Receiver and may be adjusted as provided in Article VIII. Assets are purchased hereunder by an Acquired Asset; and (q) New Loans; (r) prepaid accounts associated with any contract or agreement that the Assuming Institution either directly assumes pursuant to the terms of this Agreement or has an option to assume under Section 4.8; and (s) Intellectual Property that (i) is not a Specialty Asset and (ii) is related to the Failed Bank franchise or to Acquired Assets. The Assuming Institution purchases all Acquired Assets subject to all liabilities for indebtedness collateralized by Liens affecting such Acquired Assets to the extent provided in Section 2.1.

Assets Purchased by Assuming Institution. Subject to Sections 3.5 and 3.6, the Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Institution, all right, title, and interest of the Receiver in and to all of the following: (a) cash and receivables from depository institutions (including Federal Reserve Banks and Federal Home Loan Banks), including cash items in the process of collection, plus any accrued interest thereon computed to and including Bank ClosingClosing Date; (b) securities (other than the capital stock of Subsidiaries of the Failed Bank and those securities referred to in Section 3.5(k3.5(l), if any), plus any accrued interest thereon computed to and including Bank Closing;Closing Date; Basic P&A Agreement – 2/26/15 13 Doral Bank Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT San Xxxx, PR (c) federal funds sold and repurchase agreements, if any, including any accrued interest thereon computed to and including Bank ClosingClosing Date; (d) OmittedOwned Data Management Equipment and Personal Computers; (e) Deposit Secured Loans, but only such of those Deposit Secured Loans which also are listed on Schedule 3.1(e), if any (including any such Deposit Secured Loan that the Failed Bank charged-off in whole or in part during the period from the date after the Bid Valuation Date and up to and including Bank ClosingClosing Date); (f) any credit card business, if any, business (including all outstanding extensions of credit), subject to Section 4.2; (g) Safe Deposit Boxes and related business, safekeeping business and trust business, if any, subject to Section 4.2, 4.3, 4.4 or 4.5, respectively; (hg) Failed Bank Records and other documents as provided in Section 6.1; (ih) capital stock of the Subsidiaries of the Failed Bank listed on Schedule 3.1(i), if any (the "Acquired Subsidiaries")reserved; (ji) amounts owed to the Failed Bank by any Acquired Subsidiary; (kj) assets securing Deposits of public money, to the extent not otherwise purchased hereunder; and; (lk) overdrafts of customers (including but not limited to overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account). ; (l) rights, if any, with respect to Qualified Financial Contracts; (m) reserved; (n) the Loans and other assets in the Optional Loan Pools listed on Schedule 3.1 attached hereto 3.1(n); (o) reserved; (p) any asset that was fully charged-off by the Failed Bank prior to the Bid Valuation Date (including any subsequent judgments arising therefrom) that was secured by collateral that was (i) foreclosed upon by the Failed Bank and incorporated herein sets forth certain categories of Assets. Such schedule(s(ii) is based upon the best information available to the Receiver and may be adjusted as provided in Article VIIIan Acquired Asset; and (q) New Loans. Assets are purchased hereunder by the The Assuming Institution purchases all Acquired Assets subject to all liabilities for indebtedness collateralized by Liens affecting such Acquired Assets to the extent provided in Section 2.1.

Assets Purchased by Assuming Institution. Subject to Sections 3.5 and 3.6, the Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Institution, all right, title, and interest of the Receiver in and to all of the following: (a) cash and receivables from depository institutions (including Federal Reserve Banks and Federal Home Loan Banks), including cash items in the process of collection, plus any accrued interest thereon computed to and including Bank Closing; (b) securities (other than the capital stock of Subsidiaries of the Failed Bank and those securities referred to in Section 3.5(k3.5(l), if any), plus any accrued interest thereon computed to and including Bank Closing; (c) federal funds sold and repurchase agreements, if any, including any accrued interest thereon computed to and including Bank Closing; (d) OmittedOwned Data Management Equipment and Personal Computers; (e) Deposit Secured Loans, but only such of those Deposit Secured Loans which also are listed on Schedule 3.1(e), if any (including any such Deposit Secured Loan that the Failed Bank charged-off in whole or in part during the period from the date after the Bid Valuation Date and up to and including Bank Closing); (f) credit card business, if any, including all outstanding extensions of credit, subject to Section 4.2; (g) Safe Deposit Boxes and related business, safekeeping business and trust business, if any, subject to Section 4.3, 4.4 or 4.5, respectively; (h) Records and other documents as provided in Section 6.1; (i) capital stock of the Subsidiaries of the Failed Bank listed on Schedule 3.1(i), if any (the "Acquired Subsidiaries")reserved; (j) amounts owed to the Failed Bank by any Acquired Subsidiaryreserved; (k) assets securing Deposits of public money, to the extent not otherwise purchased hereunder; and; (l) overdrafts of customers (including but not limited to overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account); (m) reserved; and (n) reserved. Schedule 3.1 attached hereto and incorporated herein sets forth certain categories of Assets. Such schedule(s) is based upon the best information available to the Receiver and may be adjusted as provided in Article VIII. Standard P&A Agreement Version 4.2 – PURCHASE AND ASSUMPTION AGREEMENT April 24, 2012 15 Xxxxxxxxxx Bank & Trust Xxxxx, Georgia Assets are purchased hereunder by the Assuming Institution subject to all liabilities for indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 2.1.

Assets Purchased by Assuming Institution. Subject to Sections 3.5 and 3.6, the Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Institution, all right, title, and interest of the Receiver in and to all of the following: (a) cash and receivables from depository institutions (including Federal Reserve Banks and Federal Home Loan Banks), including cash items in the process of collection, plus any accrued interest thereon computed to and including Bank ClosingClosing Date; (b) securities (other than the capital stock of Subsidiaries of the Failed Bank and those securities referred to in Section 3.5(k3.5(l), if any), plus any accrued interest thereon computed to and including Bank ClosingClosing Date; (c) federal funds sold and repurchase agreements, if any, including any accrued interest thereon computed to and including Bank ClosingClosing Date; (d) OmittedOwned Data Management Equipment and Personal Computers; (e) Deposit Secured Loans, but only such of those Deposit Secured Loans which also are listed on Schedule 3.1(e), if any (including any such Deposit Secured Loan that the Failed Bank charged-off in whole or in part during the period from the date after the Bid Valuation Date and up to and including Bank ClosingClosing Date); (f) any credit card business, if any, business (including all outstanding extensions of credit), subject to Section 4.2; (g) Safe Deposit Boxes and related business, safekeeping business and trust business, if any, subject to Section 4.2, 4.3, 4.4 or 4.5, respectively; (hg) Failed Bank Records and other documents as provided in Section 6.1; (ih) capital stock of the Subsidiaries of the Failed Bank listed on Schedule 3.1(i), if any (the "Acquired Subsidiaries")reserved; (ji) amounts owed to the Failed Bank by any Acquired Subsidiary; (kj) assets securing Deposits of public money, to the extent not otherwise purchased hereunder; and; (lk) overdrafts of customers (including but not limited to overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account). ; (l) reserved; (m) reserved; (n) the Loans and other assets in the Optional Loan Pool listed on Schedule 3.1 attached hereto (n); (o) reserved; and (p) any asset that was fully charged-off by the Failed Bank prior to the Bid Valuation Date (including any subsequent judgments arising therefrom) that was secured by collateral that was (i) foreclosed upon by the Failed Bank and incorporated herein sets forth certain categories of Assets. Such schedule(s(ii) is based upon the best information available to the Receiver and may be adjusted as provided in Article VIIIan Acquired Asset. Assets are purchased hereunder by the The Assuming Institution purchases all Acquired Assets subject to all liabilities for indebtedness collateralized by Liens affecting such Acquired Assets to the extent provided in Section 2.1.

Assets Purchased by Assuming Institution. Subject to Sections 3.5 and 3.6, the Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Institution, all right, title, and interest of the Receiver in and to all of the following: (a) cash and receivables from depository institutions (including Federal Reserve Banks and Federal Home Loan Banks), including cash items in the process of collection, plus any accrued interest thereon computed to and including Bank ClosingClosing Date; (b) securities (other than the capital stock of Subsidiaries of the Failed Bank and those securities referred to in Section 3.5(k3.5(l), if any), plus any accrued interest thereon computed to and including Bank ClosingClosing Date; (c) federal funds sold and repurchase agreements, if any, including any accrued interest thereon computed to and including Bank ClosingClosing Date; (d) OmittedOwned Data Management Equipment and Personal Computers; (e) Deposit Secured Loans, but only such of those Deposit Secured Loans which also are listed on Schedule 3.1(e), if any (including any such Deposit Secured Loan that the Failed Bank charged-off in whole or in part during the period from the date after the Bid Valuation Date and up to and including Bank ClosingClosing Date); (f) any credit card business, if any, business (including all outstanding extensions of credit), subject to Section 4.2; (g) Safe Deposit Boxes and related business, safekeeping business and trust business, if any, subject to Section 4.2, 4.3, 4.4 or 4.5, respectively; (hg) Failed Bank Records and other documents as provided in Section 6.1; (h) reserved; (i) capital stock of the Subsidiaries of the Failed Bank listed on Schedule 3.1(i), if any (the "Acquired Subsidiaries")reserved; (j) amounts owed to the Failed Bank by any Acquired Subsidiary; (k) assets securing Deposits of public money, to the extent not otherwise purchased hereunder; and; (lk) overdrafts of customers (including but not limited to overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account). ; (l) rights, if any, with respect to Qualified Financial Contracts, except those excluded on Schedule 3.1 attached hereto 3.5(l); (m) reserved; (n) the Loans and incorporated herein sets forth certain categories of Assets. Such schedule(sother assets in the Optional Loan Pools listed on Schedule 3.1(n); (o) reserved; (p) any asset that was fully charged-off by the Failed Bank prior to the Bid Valuation Date (including any subsequent judgments arising therefrom) that was secured by collateral that was (i) foreclosed upon by the Failed Bank and (ii) is based upon the best information available to the Receiver and may be adjusted as provided in Article VIII. Assets are purchased hereunder by an Acquired Asset; and (q) New Loans; (r) prepaid accounts associated with any contract or agreement that the Assuming Institution either directly assumes pursuant to the terms of this Agreement or has an option to assume under Section 4.8; and (s) Intellectual Property that (i) is not a Specialty Asset and (ii) is related to the Failed Bank franchise or to Acquired Assets. The Assuming Institution purchases all Acquired Assets subject to all liabilities for indebtedness collateralized by Liens affecting such Acquired Assets to the extent provided in Section 2.1.. Basic P&A Agreement Version 8.1 - PURCHASE AND ASSUMPTION AGREEMENT First NBC Bank New Orleans, LA

Assets Purchased by Assuming Institution. Subject to Sections 3.5 and 3.6, the Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Institution, all right, title, and interest of the Receiver in and to all of the following: (a) cash and receivables from depository institutions (including Federal Reserve Banks and Federal Home Loan Banks), including cash items in the process of collection, plus any accrued interest thereon computed to and including Bank ClosingClosing Date; (b) securities (other than the capital stock of Subsidiaries of the Failed Bank and those securities referred to in Section 3.5(k3.5(l), if any), plus any accrued interest thereon computed to and including Bank ClosingClosing Date; (c) federal funds sold and repurchase agreements, if any, including any accrued interest thereon computed to and including Bank ClosingClosing Date; (d) OmittedOwned Data Management Equipment and Personal Computers; (e) Deposit Secured Loans, but only such of those Deposit Secured Loans which also are listed on Schedule 3.1(e), if any (including any such Deposit Secured Loan that the Failed Bank charged-off in whole or in part during the period from the date after the Bid Valuation Date and up to and including Bank ClosingClosing Date); (f) any credit card business, if any, business (including all outstanding extensions of credit), subject to Section 4.2; (g) Safe Deposit Boxes and related business, safekeeping business and trust business, if any, subject to Section 4.2, 4.3, 4.4 or 4.5, respectively; (hg) Failed Bank Records and other documents as provided in Section 6.1; (ih) capital stock of the Subsidiaries of the Failed Bank listed on Schedule 3.1(i), if any (the "Acquired Subsidiaries")reserved; (ji) amounts owed to the Failed Bank by any Acquired Subsidiary; (kj) assets securing Deposits of public money, to the extent not otherwise purchased hereunder; and; (lk) overdrafts of customers (including but not limited to overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account). Schedule 3.1 attached hereto and incorporated herein sets forth certain categories ; (l) reserved; (m) rights of Assets. Such schedule(s) is based upon the best information available Failed Bank to have loan servicing provided to the Receiver Failed Bank by others and may be adjusted as provided related contracts; (n) the Loans and other assets in Article VIII. Assets are purchased hereunder by the Assuming Institution subject to all liabilities for indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 2.1.Optional Loan Pools listed on Schedule 3.1(n); Basic P&A Agreement Version 6.2P – PURCHASE AND ASSUMPTION AGREEMENT Basic P&A Agreement

Assets Purchased by Assuming Institution. Subject to Sections 3.5 and 3.6, the Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Institution, all right, title, and interest of the Receiver in and to all of the following: (a) cash and receivables from depository institutions (including Federal Reserve Banks and Federal Home Loan Banks), including cash items in the process of collection, plus any accrued interest thereon computed to and including Bank ClosingClosing Date; (b) securities (other than the capital stock of Subsidiaries of the Failed Bank and those securities referred to in Section 3.5(k3.5(l), if any), plus any accrued interest thereon computed to and including Bank ClosingClosing Date; (c) federal funds sold and repurchase agreements, if any, including any accrued interest thereon computed to and including Bank ClosingClosing Date; (d) OmittedOwned Data Management Equipment and Personal Computers; (e) Deposit Secured Loans, but only such of those Deposit Secured Loans which also are listed on Schedule 3.1(e), if any (including any such Deposit Secured Loan that the Failed Bank charged-off in whole or in part during the period from the date after the Bid Valuation Date and up to and including Bank ClosingClosing Date); (f) any credit card business, if any, business (including all outstanding extensions of credit), subject to Section 4.2; (g) Safe Deposit Boxes and related safe deposit business, safekeeping business and trust business, if any, subject to Section 4.2, 4.3, 4.4 or 4.5, respectively;or (hg) Failed Bank Records and other documents as provided in Section 6.1; (ih) capital stock of the Subsidiaries of the Failed Bank listed on Schedule 3.1(i), if any (the "Acquired Subsidiaries")[reserved;] (ji) amounts owed to the Failed Bank by any Acquired Subsidiary; (kj) assets securing Deposits of public money, to the extent not otherwise purchased hereunder; and; (lk) overdrafts of customers (including but not limited to overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account). Schedule 3.1 attached hereto ; (l) [reserved;] (m) [reserved;] (n) [reserved;] (o) [reserved;] (p) any asset that was fully charged-off by the Failed Bank prior to the Bid Valuation Date (including any subsequent judgments arising therefrom) that was secured by collateral that was (i) foreclosed upon by the Failed Bank and incorporated herein sets forth certain categories of Assets. Such schedule(s(ii) is based upon the best information available to the Receiver and may be adjusted as provided in Article VIII. Assets are purchased hereunder by an Acquired Asset; and (q) New Loans; (r) prepaid accounts associated with any contract or agreement that the Assuming Institution either directly assumes pursuant to the terms of this Agreement or has an option to assume under Section 4.8; and (s) Intellectual Property that (i) is not a Specialty Asset and (ii) is related to the Failed Bank franchise or to Acquired Assets. The Assuming Institution purchases all Acquired Assets subject to all liabilities for indebtedness collateralized by Liens affecting such Acquired Assets to the extent provided in Section 2.1.