exhibit 2. 1 purchase and assumption agreement page page ( 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 effective 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 any such security, the assuming institution will submit a written purchase price bid for each such security within three days of notification / bid request by the receiver ( unless a different time period is agreed to by the assuming institution and the receiver ) and the receiver, in its sole and absolute discretion, will accept or reject each such purchase price bid ; and ( iii ) further provided that in the absence of an acceptable bid from the assuming institution, or in the event that a security is deemed essential to the receiver as determined by the receiver in its discretion ( see section 3. 6 retention or repurchase of assets essential to the receiver ) such security shall not pass to the assuming institution and shall be deemed to be an excluded asset hereunder and listed on schedule 3. 5 ( l ). ( ii ) calculation of purchase price. the bank ’ s ownership interest in a security will be quantified one of two ways : ( i ) number of shares or other units, as applicable ( in the case of equity securities ) or ( ii ) par value or notational amount, as applicable ( in the case 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, depeding on whether or not the security is an equity security : ( i ) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit ; and ( ii ) the purchase price for a non - equity security shall be an amount equal to the applicable market price ( expressed as a decimal ), multiplied by the par value for such security ( based on the payment factor most recently widely available ). the purchase price shall also 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