Common use of ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS Clause in Contracts

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 17 4.1 Continuation of Banking Business 17 4.2 Agreement with Respect to Credit Card Business 18 4.3 Agreement with Respect to Safe Deposit Business 18 4.4 Agreement with Respect to Safekeeping Business 18 4.5 Agreement with Respect to Trust Business 18 4.6 Agreement with Respect to Bank Premises 19 4.7 Agreement with Respect to Leased Data Processing Equipment 23 4.8 Agreement with Respect to Certain Existing Agreements 23 4.9 Informational Tax Reporting 24 4.10 Insurance 24 4.11 Office Space for Receiver and Corporation 24 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 25 4.13 Agreement with Respect to Interim Asset Servicing 26 4.14 Reserved 26 4.15 Agreement with Respect to Loss Sharing 26 5.1 Payment of Checks, Drafts and Orders 26 5.2 Certain Agreements Related to Deposits 27 5.3 Notice to Depositors 27 6.1 Transfer of Records 27 6.2 Delivery of Assigned Records 28 6.3 Preservation of Records 28 6.4 Access to Records; Copies 28 8.1 Pro Forma Statement 29 8.2 Correction of Errors and Omissions; Other Liabilities 29 8.3 Payments 29 8.4 Interest 30 8.5 Subsequent Adjustments 30 9.1 General Matters 30 9.2 Additional Title Documents 30 9.3 Claims and Suits 30 9.4 Payment of Deposits 31 9.5 Withheld Payments 31 9.6 Proceedings with Respect to Certain Assets and Liabilities 31 9.7 Information 32 12.1 Indemnification of Indemnitees 34 12.2 Conditions Precedent to Indemnification 37 12.3 No Additional Warranty 38 12.4 Indemnification of Corporation and Receiver 38 12.5 Obligations Supplemental 38

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 17 4.1 Continuation of Banking Business 17 4.2 Agreement with Respect to Credit Card Business 18 4.3 Agreement with Respect to Safe Deposit Business 18 4.4 Agreement with Respect to Safekeeping Business 18 4.5 Agreement with Respect to Trust Business 18 4.6 Agreement with Respect to Bank Premises 19 4.7 Agreement with Respect to Leased Data Processing Equipment 23 4.8 Agreement with Respect to Certain Existing Agreements 23 4.9 Informational Tax Reporting 24 4.10 Insurance 24 4.11 Office Space for Receiver and Corporation 24 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 25 4.13 Agreement with Respect to Interim Asset Servicing 26 4.14 Reserved 26 4.15 Agreement with Respect to Loss Sharing 26 5.1 Payment of Checks, Drafts and Orders 26 5.2 Certain Agreements Related to Deposits 27 5.3 Notice to Depositors 27 ARTICLE VI RECORDS 27 6.1 Transfer of Records 27 6.2 Delivery of Assigned Records 28 6.3 Preservation of Records 28 6.4 Access to Records; Copies 28 ARTICLE VII BID; INITIAL PAYMENT 26 8.1 Pro Forma Statement 29 8.2 Correction of Errors and Omissions; Other Liabilities 29 8.3 Payments 29 30 8.4 Interest 30 8.5 Subsequent Adjustments 30 ARTICLE IX CONTINUING COOPERATION 31 9.1 General Matters 30 31 9.2 Additional Title Documents 30 31 9.3 Claims and Suits 30 31 9.4 Payment of Deposits 31 9.5 Withheld Payments 31 32 9.6 Proceedings with Respect to Certain Assets and Liabilities 31 32 9.7 Information 32 33 ARTICLE X CONDITION PRECEDENT 33 ASSUMING INSTITUTION 33 ARTICLE XII INDEMNIFICATION 34 12.1 Indemnification of Indemnitees 34 12.2 Conditions Precedent to Indemnification 37 12.3 No Additional Warranty 38 12.4 Indemnification of Corporation and Receiver 38 12.5 Obligations Supplemental 3839 12.6 Criminal Claims 39 12.7 Limited Guaranty of the Corporation 39 12.8 Subrogation 39 ARTICLE XIII MISCELLANEOUS 39 13.1 Entire Agreement 39 13.2 Headings 40 13.3 Counterparts 40 13.4 Governing Law 40 13.5 Successors 40 13.6 Modification; Assignment 40 13.7 Notice 40 13.8 Manner of Payment 41 13.9 Costs, Fees and Expenses 41 13.10 Waiver 41 13.11 Severability 42 13.12 Term of Agreement 42 13.13 Survival of Covenants, Etc 42 2.1 Certain Liabilities Assumed 44 2.1(a) Excluded Deposit Liability Accounts 45 3.1 Certain Assets Purchased 47 3.2 Purchase Price of Assets or Assets 48 3.5(l) Excluded Securities 50 3.5(m) Excluded ORE 51 3.5(o) Excluded Loans 55 4.15A Single Family Shared-Loss Loans 58 4.15B Commercial Shared-Loss Share Loans 59 4.15C Shared-Loss Securities 60 7 Calculation of Deposit Premium 61

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS. 17 18 9.6 9.7 Proceedings with Respect to Certain Assets and Liabilities Information 33 34 9.8 Tax Ruling 34 4.1 Continuation of Banking Business 17 18 4.2 Agreement with Respect to Credit Card Business 18 19 ARTICLE X. CONDITION PRECEDENT 34 4.3 Agreement with Respect to Safe Deposit Business 18 19 4.4 Agreement with Respect to Safekeeping Business 18 19 ARTICLE XI. REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 34 4.5 Agreement with Respect to Trust Business 18 19 4.6 Agreement with Respect to Bank Premises 19 20 11.1 Corporate Existence and Authority 34 4.7 Agreement with Respect to Leased Data Processing Management Equipment 23 24 11.2 Third Party Consent 35 4.8 Agreement with Respect to Certain Existing Agreements 23 25 11.3 Execution and Enforceability 35 4.9 Informational Tax Reporting 24 25 11.4 Compliance with Law 35 4.10 Insurance 24 26 11.5 Insured or Guaranteed Loans 35 4.11 Office Space for Receiver and Corporation 24 Corporation; Certain Payments 26 11.6 11.7 Representations Remain True No Reliance; Independent Advice 35 36 4.12 Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees 25 of the Failed Bank 27 ARTICLE XII INDEMNIFICATION 36 4.13 Agreement with Respect to Interim Asset Servicing 26 28 4.14 Reserved 26 [RESERVED] 12.1 Indemnification of Indemnitees 36 4.15 Agreement with Respect to Loss Sharing 26 28 12.2 Conditions Precedent to Indemnification 39 12.3 No Additional Warranty 39 ARTICLE V. DUTIES WITH RESPECT TO 12.4 Indemnification of Receiver and Corporation 39 DEPOSITORS OF THE FAILED BANK 28 12.5 Obligations Supplemental 40 12.6 Criminal Claims 40 5.1 Payment of Checks, Drafts Drafts, Orders and Orders 26 Deposits 28 12.7 Limited Guaranty of the Corporation 40 5.2 Certain Agreements Related to Deposits 27 28 12.8 Subrogation 41 5.3 Notice to Depositors 27 6.1 Transfer of Records 27 6.2 Delivery of Assigned Records 28 6.3 Preservation of Records 28 6.4 Access to Records; Copies 28 8.1 Pro Forma Statement 29 8.2 Correction of Errors and Omissions; Other Liabilities 29 8.3 Payments 29 8.4 Interest 30 8.5 Subsequent Adjustments 30 9.1 General Matters 30 9.2 Additional Title Documents 30 9.3 Claims and Suits 30 9.4 Payment of Deposits 31 9.5 Withheld Payments 31 9.6 Proceedings with Respect to Certain Assets and Liabilities 31 9.7 Information 32 12.1 Indemnification of Indemnitees 34 12.2 Conditions Precedent to Indemnification 37 12.3 No Additional Warranty 38 12.4 Indemnification of Corporation and Receiver 38 12.5 Obligations Supplemental 3813.1 Expenses 41 Module 1 -- Whole Bank w/Optional Shared Loss Agreements Version 3.2 -- PURCHASE AND ASSUMPTION AGREEMENT July 15, 2011 i Sun Security Bank Ellington, Missouri