Common use of Adjustment of Estimated Payment Amount Clause in Contracts

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon on the 30th day following the Closing Date, Seller shall deliver to Purchaser a statement setting forth (i) the Purchase Price (including all adjustments and prorations thereto) and each component thereof and (ii) the amount of Deposit Liabilities (including Accrued Interest thereon) transferred to Purchaser as of the close of business on the Closing Date (the “Closing Statement”). Seller shall make available to Purchaser and/or its representatives such work papers, schedules and other supporting data as may be requested by Purchaser to enable Purchaser to verify such determinations. Such statement shall also set forth the amount by which the aggregate balance (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser exceeded the Purchase Price (including all adjustments and prorations thereto) or the Purchase Price exceeded the aggregate balance (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser, as the case may be, in each case calculated as of the close of business on the Closing Date (the “Adjusted Payment Amount”). (b) If, within 20 days following the date of receipt of the Closing Statement, Purchaser does not dispute any items contained in the Closing Statement, then the Closing Statement shall be final and binding upon the parties. In the event that Purchaser disputes any items contained in the Closing Statement, such disputes shall be resolved in the following manner: (i) Purchaser shall notify Seller in writing (the “Notice of Disagreement”) of such dispute within 20 days after Purchaser’s receipt of the Closing Statement, which notice shall specify in reasonable detail the nature of the dispute, indicating those specific items that are in dispute (the “Disputed Items”). To the extent that Purchaser provides a Notice of Disagreement within such 20-day period, all items that are not Disputed Items shall be final, binding and conclusive for all purposes hereunder. (ii) During the 30-day period following Seller’s receipt of a Notice of Disagreement, Seller and Purchaser shall use commercially reasonable efforts to resolve any Disputed Items. If, at the end of such 30-day period, the parties have reached written agreement with respect to all matters covered by a Notice of Disagreement, the Closing Statement shall be adjusted to reflect such written agreement and shall become final and binding upon the parties hereto. (iii) If, at the end of the 30-day period specified in subsection (b)(ii) above, Purchaser and Seller shall have failed to reach a written agreement with respect to all or a portion of such Disputed Items (those Disputed Items that remain in dispute at the end of such period are the “Unresolved Changes”), then Purchaser and Seller shall promptly refer only those Unresolved Changes to a mutually agreeable internationally recognized independent certified public accounting firm (the “Firm”) to make a determination as to the subject matter of the Unresolved Changes. If Purchaser and Seller fail to agree on a Firm within 30 days after the end of the 30-day period specified in subsection (b)(ii) above, the Firm shall be selected by the American Arbitration Association. The Firm shall issue its written decision as promptly as practicable and in any event within 30 days following the submission of the Unresolved Changes to the Firm for resolution, and such decision shall be final, binding and conclusive on the parties. In the event Unresolved Changes are submitted to the Firm for resolution as provided herein, the fees, charges and

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon on the 30th 15th day following the Closing Date, Seller shall deliver to Purchaser a statement setting forth (i) the Purchase Price (including all adjustments and prorations thereto) and each component thereof and (ii) the amount of Deposit Account Liabilities (including Accrued Interest thereon) and each component thereof, transferred to Purchaser as of the close of business on the Closing Date (the “Closing Statement”)Date. Seller shall make available to Purchaser and/or its representatives such work papers, schedules and other supporting data data, Records and documentation as may be reasonably requested by Purchaser to enable Purchaser to verify such determinations. Such statement shall also set forth the amount by which the aggregate balance of the Deposit Account Liabilities (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser exceeded the Purchase Price (including all adjustments and prorations thereto) or the Purchase Price exceeded the aggregate balance (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser), as the case may be, in each case calculated as of the close of business on the Closing Date (the “Adjusted Payment Amount”). In the event Purchaser disagrees with or disputes the calculation of the Adjusted Payment Amount, it shall notify Seller in writing not later than five (5) Business Days after receipt of the statement. In the event the disagreement or dispute cannot be resolved through discussions among the parties within the next five (5) Business Days following sending of the notice, Purchaser or Seller will then have their CFO’s discuss and attempt to resolve the issue. In the event a dispute still exits, Purchaser and Seller may pursue any legal remedies available to it to contest the Adjusted Payment Amount. (b) If, within 20 days On or before 12:00 noon on the 30th day following the date Closing Date, Seller shall pay to Purchaser or Purchaser shall pay to Seller, as the case may be, by wire transfer of receipt immediately available funds, an amount equal to the difference between the Adjusted Payment Amount and the Estimated Payment Amount, plus interest calculated using the Federal Funds Rate, as of the Closing StatementDate, Purchaser does not dispute any items contained in on such amount from the Closing StatementDate to, then but excluding, the Closing Statement payment date. Any payment or refund pursuant to this Section 4.5(b) shall be final and binding upon the parties. In the event that Purchaser disputes any items contained in the Closing Statementtreated, such disputes shall be resolved in the following manner: (i) Purchaser shall notify Seller in writing (the “Notice of Disagreement”) of such dispute within 20 days after Purchaser’s receipt of the Closing Statement, which notice shall specify in reasonable detail the nature of the dispute, indicating those specific items that are in dispute (the “Disputed Items”). To the extent that Purchaser provides a Notice of Disagreement within such 20-day period, all items that are not Disputed Items shall be final, binding and conclusive for all purposes hereunder. (ii) During the 30-day period following Seller’s receipt of a Notice of Disagreementpurposes, Seller and Purchaser shall use commercially reasonable efforts to resolve any Disputed Items. If, at the end of such 30-day period, the parties have reached written agreement with respect to all matters covered by a Notice of Disagreement, the Closing Statement shall be adjusted to reflect such written agreement and shall become final and binding upon the parties hereto. (iii) If, at the end of the 30-day period specified in subsection (b)(ii) above, Purchaser and Seller shall have failed to reach a written agreement with respect to all or a portion of such Disputed Items (those Disputed Items that remain in dispute at the end of such period are the “Unresolved Changes”), then Purchaser and Seller shall promptly refer only those Unresolved Changes to a mutually agreeable internationally recognized independent certified public accounting firm (the “Firm”) to make a determination as an adjustment to the subject matter of the Unresolved Changes. If Purchaser and Seller fail to agree on a Firm within 30 days after the end of the 30-day period specified in subsection (b)(ii) above, the Firm shall be selected by the American Arbitration Association. The Firm shall issue its written decision as promptly as practicable and in any event within 30 days following the submission of the Unresolved Changes to the Firm for resolution, and such decision shall be final, binding and conclusive on the parties. In the event Unresolved Changes are submitted to the Firm for resolution as provided herein, the fees, charges andPurchase Price.

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon Eastern time on the 30th thirtieth (30th) day following the Closing Date, or the next following Business Day, Seller shall deliver to Purchaser a statement setting forth (i) the Purchase Price (including all adjustments and prorations thereto) and each component thereof and (ii) the amount of Deposit Liabilities (including Accrued Interest thereon) transferred to Purchaser as of the close of business on the Closing Date (the “Closing Statement”)Date. Seller shall make available to Purchaser and/or and its representatives such work papers, schedules and other supporting data as may be reasonably requested by Purchaser to enable Purchaser to verify such determinations. Such statement shall also set forth the amount (the “Adjusted Payment Amount”) by which the aggregate balance of the Liabilities (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser exceeded the Purchase Price (including all adjustments and prorations thereto) or the Purchase Price exceeded the aggregate balance of the Liabilities (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser, the Purchaser as the case may be, in each case calculated as of the close of business on the Closing Date (Date. In the “event Purchaser disagrees with or disputes the calculation of the Adjusted Payment Amount”), it shall notify Seller in writing not later than twenty (20) Business Days after receipt of the statement. In the event the disagreement or dispute cannot be resolved through discussions among the parties within the next ten (10) Business Days following sending of the notice, the parties shall submit the dispute to mediation, as a condition precedent to litigation or arbitration, using an experienced commercial mediator acceptable to both parties, and whose costs shall be jointly shared. In the event a recommendation of the mediator is not accepted or forthcoming by the fiftieth (50th) Business Day after receipt of the statement, either party may pursue any legal remedies available to it to contest the Adjusted Payment Amount. (b) If, within 20 days On or before 12:00 noon Eastern time on the Business Day next following the date day on which the Seller and the Buyer agree on the amount determined pursuant to Section 3.4(a), Seller shall pay to Purchaser by wire transfer of receipt immediately available funds to Purchaser’s Account, an amount equal to the excess of the Adjusted Payment Amount over the Estimated Payment Amount, plus interest calculated by multiplying such excess amount times the Federal Funds Rate divided by 360 times the number of days from the Closing StatementDate to but excluding the payment date, or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser does not dispute any items contained in shall pay to Seller by wire transfer of immediately available funds to such account as Seller shall advise Purchaser, an amount equal to such excess, plus interest thereon calculated by multiplying such excess amount times the Federal Funds Rate divided by 360 times the number of days from the Closing Statement, then Date to but excluding the Closing Statement payment date. Any payment or refund pursuant to this Section 3.3(b) shall be final and binding upon the parties. In the event that Purchaser disputes any items contained in the Closing Statementtreated, such disputes shall be resolved in the following manner: (i) Purchaser shall notify Seller in writing (the “Notice of Disagreement”) of such dispute within 20 days after Purchaser’s receipt of the Closing Statement, which notice shall specify in reasonable detail the nature of the dispute, indicating those specific items that are in dispute (the “Disputed Items”). To the extent that Purchaser provides a Notice of Disagreement within such 20-day period, all items that are not Disputed Items shall be final, binding and conclusive for all purposes hereunder. (ii) During the 30-day period following Seller’s receipt of a Notice of Disagreementpurposes, Seller and Purchaser shall use commercially reasonable efforts to resolve any Disputed Items. If, at the end of such 30-day period, the parties have reached written agreement with respect to all matters covered by a Notice of Disagreement, the Closing Statement shall be adjusted to reflect such written agreement and shall become final and binding upon the parties hereto. (iii) If, at the end of the 30-day period specified in subsection (b)(ii) above, Purchaser and Seller shall have failed to reach a written agreement with respect to all or a portion of such Disputed Items (those Disputed Items that remain in dispute at the end of such period are the “Unresolved Changes”), then Purchaser and Seller shall promptly refer only those Unresolved Changes to a mutually agreeable internationally recognized independent certified public accounting firm (the “Firm”) to make a determination as an adjustment to the subject matter of the Unresolved Changes. If Purchaser and Seller fail to agree on a Firm within 30 days after the end of the 30-day period specified in subsection (b)(ii) above, the Firm shall be selected by the American Arbitration Association. The Firm shall issue its written decision as promptly as practicable and in any event within 30 days following the submission of the Unresolved Changes to the Firm for resolution, and such decision shall be final, binding and conclusive on the parties. In the event Unresolved Changes are submitted to the Firm for resolution as provided herein, the fees, charges andPurchase Price.

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon on the 30th 15th day following the Closing Date, Seller shall deliver to Purchaser a statement setting forth (i) the Purchase Price (including all adjustments and prorations thereto) and each component thereof and (ii) the amount of Deposit Account Liabilities (including Accrued Interest thereon) and each component thereof, transferred to Purchaser as of the close of business on the Closing Date (the “Closing Statement”)Date. Seller shall make available to Purchaser and/or its representatives such work papers, schedules and other supporting data as may be reasonably requested by Purchaser to enable Purchaser to verify such determinations. Such statement shall also set forth the amount by which the aggregate balance of the Deposit Account Liabilities (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser exceeded the Purchase Price (including all adjustments and prorations thereto) or the Purchase Price exceeded the aggregate balance (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser), as the case may be, in each case calculated as of the close of business on the Closing Date (the “Adjusted Payment Amount”). (b) If, within 20 days On or before 12:00 noon on the 30th day following the date Closing Date, Seller shall pay to Purchaser or Purchaser shall pay to Seller, as the case may be, by wire transfer of receipt immediately available funds, an amount equal to the difference between the Adjusted Payment Amount and the Estimated Payment Amount, plus interest calculated using the Federal Funds Rate, as of the Closing StatementDate, Purchaser does not dispute any items contained in on such amount from the Closing StatementDate to, then but excluding, the Closing Statement payment date. Any payment or refund pursuant to this Section 4.5(b) shall be final and binding upon treated, for all purposes, as an adjustment to the parties. In Purchase Price. (c) Notwithstanding anything to the contrary in this Agreement, in the event that Purchaser disputes any items contained in the Insurance Premiums cannot be determined by the 15th day following the Closing StatementDate, such disputes the statement described in Section 4.5(a) shall be resolved in calculated without taking into account the following manner: (i) Purchaser shall notify Seller in writing (actual Insurance Premiums or the “Notice of Disagreement”) of estimated amount paid for such dispute within 20 days after Purchaser’s receipt of Insurance Premiums on the Closing StatementDate. In such event, which notice shall specify in reasonable detail on the nature of the dispute, indicating those specific items that are in dispute fifteenth (the “Disputed Items”). To the extent that Purchaser provides a Notice of Disagreement within such 20-15th) day period, all items that are not Disputed Items shall be final, binding and conclusive for all purposes hereunder. (ii) During the 30-day period following Seller’s receipt of a Notice of Disagreement, Seller and Purchaser shall use commercially reasonable efforts to resolve any Disputed Items. If, at the end of such 30-day period, the parties have reached written agreement with respect to all matters covered by a Notice of Disagreement, the Closing Statement shall be adjusted to reflect such written agreement and shall become final and binding upon the parties hereto. (iii) If, at the end of the 30-day period specified in subsection (b)(ii) above, Purchaser and Seller shall have failed to reach a written agreement with respect to all or a portion of such Disputed Items (those Disputed Items that remain in dispute at the end of such period are the “Unresolved Changes”), then Purchaser and Seller shall promptly refer only those Unresolved Changes to a mutually agreeable internationally recognized independent certified public accounting firm (the “Firm”) to make a determination as to the subject matter fiscal quarter of the Unresolved ChangesSeller in which the Closing Date occurs, the actual amount of the Insurance Premiums shall be calculated by the Seller. If Purchaser and Seller fail to agree On or before 12:00 noon on a Firm within 30 days after the 30th day following the end of the 30-day period specified in subsection (b)(ii) above, the Firm shall be selected by the American Arbitration Association. The Firm shall issue its written decision as promptly as practicable and in any event within 30 days following the submission fiscal quarter of the Unresolved Changes Seller in which the Closing date occurs, Seller shall pay to Purchaser or Purchaser shall pay to Seller, as the case may be, by wire transfer of immediately available funds, an amount equal to the Firm difference between the estimated amount paid by Purchaser to Seller for resolution, and such decision shall be final, binding and conclusive the Insurance Premiums on the parties. In Closing Date and the event Unresolved Changes are submitted to actual amount of the Firm for resolution as provided herein, the fees, charges andInsurance Premiums.

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon on the 30th thirtieth (30th) day following the Closing Date, Seller shall deliver to Purchaser a statement (the "Final Closing Statement") setting forth (i) the Purchase Price (including all adjustments and prorations thereto) and each component thereof (including with respect to the Loans a Schedule as of the close of business on the Closing Date of the Loans (the "Final Loan Schedule")) and (ii) the amount of Deposit Liabilities (including Accrued Interest thereon) transferred to Purchaser as of the close of business on the Closing Date (the “Closing Statement”)Date. Seller shall make available to Purchaser and/or its representatives such work papers, schedules and other supporting data as may be reasonably requested by Purchaser to enable Purchaser to verify such determinations. Such statement shall also set forth the amount (the "Adjusted Payment Amount") by which the aggregate balance of the Deposit Liabilities (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser exceeded the Purchase Price (including all adjustments and prorations thereto) or the Purchase Price exceeded the aggregate balance (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser, as the case may be, in each case calculated as of the close of business on the Closing Date (the “Adjusted Payment Amount”)Date. (b) If, within 20 days On or before 12:00 noon on the sixtieth (60th) day following the date Closing Date (the "Final Settlement Date"), Seller shall pay to Purchaser by wire transfer of receipt immediately available funds to Purchaser's Account, an amount equal to the excess of the Adjusted Payment Amount over the Estimated Payment Amount, plus interest calculated using the Federal Funds Rate on such excess amount from the Closing StatementDate to but excluding the payment date, or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser does not dispute any items contained in shall pay to Seller by wire transfer of immediately available funds to such account as Seller shall advise Purchaser, an amount equal to such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Date to but excluding the payment date. Any payment or refund pursuant to this Section 3.3(b) shall be treated, for all purposes, as an adjustment to the Purchase Price. (c) Notwithstanding the provisions of Section 3.3(b) above, if Purchaser disagrees with the Final Closing Statement, then Purchaser shall contact Seller and Purchaser and Seller shall cooperate in good faith to resolve the matters in dispute. Interest shall accrue on the unpaid amount in dispute from the Final Settlement Date to but excluding the date of payment at the Federal Funds Rate. If the parties are unable to agree on the Final Closing Statement within thirty (30) days of Purchaser's notice to Seller of its disagreement with the Final Closing Statement, then Purchaser and Seller may submit the matter to the Mediator, who shall determine all disputed portions of the Final Closing Statement, provided however that the aggregate amount in dispute must equal at least two hundred and fifty thousand dollars ($250,000). The Mediator's fees and expenses shall be paid by the party who fails to prevail in the mediation, but if the Mediator does not agree with either party's position the parties shall each pay one-half of the fees and expenses of the Mediator. The Final Closing Statement, as agreed upon by the parties and/or determined through the process prescribed by this Section 3.3(c), shall be final and binding upon the parties. In the event that Purchaser disputes any items contained in the Closing Statement, such disputes shall be resolved in the following manner: (i) Purchaser shall notify Seller in writing (the “Notice of Disagreement”) of such dispute within 20 days after Purchaser’s receipt of the Closing Statement, which notice shall specify in reasonable detail the nature of the dispute, indicating those specific items that are in dispute (the “Disputed Items”). To the extent that Purchaser provides a Notice of Disagreement within such 20-day period, all items that are not Disputed Items shall be final, binding and conclusive for all purposes hereunder. (ii) During the 30-day period following Seller’s receipt of a Notice of Disagreement, Seller and Purchaser shall use commercially reasonable efforts to resolve any Disputed Items. If, at the end of such 30-day period, the parties have reached written agreement with respect to all matters covered by a Notice of Disagreement, the Closing Statement shall be adjusted to reflect such written agreement and shall become final and binding upon the parties hereto. (iii) If, at the end of the 30-day period specified in subsection (b)(ii) above, Purchaser and Seller shall have failed to reach a written agreement with respect to all or a portion of such Disputed Items (those Disputed Items that remain in dispute at the end of such period are the “Unresolved Changes”), then Purchaser and Seller shall promptly refer only those Unresolved Changes to a mutually agreeable internationally recognized independent certified public accounting firm (the “Firm”) to make a determination as to the subject matter of the Unresolved Changes. If Purchaser and Seller fail to agree on a Firm within 30 days after the end of the 30-day period specified in subsection (b)(ii) above, the Firm shall be selected by the American Arbitration Association. The Firm shall issue its written decision as promptly as practicable and in any event within 30 days following the submission of the Unresolved Changes to the Firm for resolution, and such decision shall be final, binding and conclusive on the parties. In the event Unresolved Changes are submitted to the Firm for resolution as provided herein, the fees, charges and

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon on the 30th thirtieth (30th) day following the Closing Date, Seller Sovereign shall deliver to Purchaser a statement (which statement to be based upon the corresponding statement to be delivered by FNB to Sovereign pursuant to the Fleet/Sovereign P&A Agreement) setting forth (i) the Purchase Price (including all adjustments and prorations thereto) and each component thereof and (ii) the amount of Deposit Liabilities (including Accrued Interest thereon) transferred with respect to Purchaser the Loans a Schedule as of the close of business on the Closing Date of the Loans (the “Closing Statement”"Final Loan Schedule")) and (ii) the amount of the Deposit Liabilities assumed by Purchaser at the Closing. Seller Sovereign shall use its commercially reasonable efforts to cause FNB to agree to make available to Purchaser and/or its representatives such work papers, schedules and other supporting data as may be reasonably requested by Purchaser to enable Purchaser to verify such determinations. Such statement shall also set forth the amount (the "Adjusted Payment Amount") by which the aggregate balance (including Accrued Interest thereon) amount of the Deposit Liabilities transferred to assumed by Purchaser at the Closing exceeded the Purchase Price (including all adjustments and prorations thereto) or the Purchase Price exceeded the aggregate balance (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser, as the case may be, in each case calculated as of the close of business on the Closing Date (the “Adjusted Payment Amount”)or such other date as required by this Agreement. (b) If, within 20 days On or before 12:00 noon on the sixtieth (60th) day following the date Closing Date Sovereign shall pay to Purchaser by wire transfer of receipt immediately available funds to Purchaser's Account, an amount equal to the excess of the Adjusted Payment Amount over the Estimated Payment Amount, plus interest calculated using the Federal Funds Rate on such excess amount from the Closing StatementDate to but excluding the payment date, or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser does not dispute any items contained in shall pay to Sovereign by wire transfer of immediately available funds to such account as Sovereign shall advise Purchaser, an amount equal to such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Statement, then Date to but excluding the Closing Statement payment date. Any payment or refund pursuant to this Section 3.3(b) shall be final and binding upon the parties. In the event that Purchaser disputes any items contained in the Closing Statementtreated, such disputes shall be resolved in the following manner: (i) Purchaser shall notify Seller in writing (the “Notice of Disagreement”) of such dispute within 20 days after Purchaser’s receipt of the Closing Statement, which notice shall specify in reasonable detail the nature of the dispute, indicating those specific items that are in dispute (the “Disputed Items”). To the extent that Purchaser provides a Notice of Disagreement within such 20-day period, all items that are not Disputed Items shall be final, binding and conclusive for all purposes hereunder. (ii) During the 30-day period following Seller’s receipt of a Notice of Disagreementpurposes, Seller and Purchaser shall use commercially reasonable efforts to resolve any Disputed Items. If, at the end of such 30-day period, the parties have reached written agreement with respect to all matters covered by a Notice of Disagreement, the Closing Statement shall be adjusted to reflect such written agreement and shall become final and binding upon the parties hereto. (iii) If, at the end of the 30-day period specified in subsection (b)(ii) above, Purchaser and Seller shall have failed to reach a written agreement with respect to all or a portion of such Disputed Items (those Disputed Items that remain in dispute at the end of such period are the “Unresolved Changes”), then Purchaser and Seller shall promptly refer only those Unresolved Changes to a mutually agreeable internationally recognized independent certified public accounting firm (the “Firm”) to make a determination as an adjustment to the subject matter of the Unresolved Changes. If Purchaser and Seller fail to agree on a Firm within 30 days after the end of the 30-day period specified in subsection (b)(ii) above, the Firm shall be selected by the American Arbitration Association. The Firm shall issue its written decision as promptly as practicable and in any event within 30 days following the submission of the Unresolved Changes to the Firm for resolution, and such decision shall be final, binding and conclusive on the parties. In the event Unresolved Changes are submitted to the Firm for resolution as provided herein, the fees, charges andPurchase Price.

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon on the 30th tenth (10th) day following the Closing Date, Seller shall deliver to Purchaser a statement substantially in the form attached as Exhibit F hereto (the “Final Statement”) setting forth (i) the Purchase Price (including all adjustments and prorations thereto) and each component thereof thereto as set forth in Section 3.5), and (ii) the amount of Deposit Liabilities (including Accrued Interest thereon) transferred to Purchaser and each component thereof, in each case as of the close of business on the Closing Date (the “Closing Statement”). Seller Date, and shall make available to Purchaser and/or its representatives such work papers, schedules schedules, and other supporting data as may be reasonably requested by Purchaser to enable Purchaser to verify such determinations. Such statement Final Statement shall also set forth the amount by which the aggregate balance (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser exceeded the Purchase Price (including all adjustments and prorations thereto) or the Purchase Price exceeded the aggregate balance (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser, as the case may be, in each case calculated as of the close of business on the Closing Date (the “Adjusted Payment Amount”). (b) If, within 20 days following the date of receipt of the Closing Statement, Purchaser does not dispute any items contained in the Closing Statement, then the Closing . The Final Statement shall be become final and binding upon on Purchaser and Seller on the parties. In the event that Purchaser disputes any items contained in the Closing Statement, such disputes shall be resolved in the following manner: earlier of (i) the date it is approved by Purchaser shall notify by written notice to Seller in writing (the “Notice of Disagreement”) of such dispute within 20 days after Purchaser’s receipt of the Closing Statement, which notice shall specify in reasonable detail the nature of the dispute, indicating those specific items that are in dispute (the “Disputed Items”). To the extent that Purchaser provides a Notice of Disagreement within such 20-day period, all items that are not Disputed Items shall be final, binding and conclusive for all purposes hereunder. or (ii) During at 5:00 p.m. Eastern Time on the 30-day period following Seller’s receipt tenth (10th) Business Day after it is delivered by Seller to Purchaser unless, within such ten (10) Business Day period, Purchaser gives written notice to Seller of a Notice of Disagreement, its actual or potential disagreement with respect to any item included in such Final Statement. Seller and Purchaser shall use their commercially reasonable efforts to resolve any Disputed Items. If, at disagreement during the end ten (10) Business Day period following receipt by Seller of such 30-day notice. If the disagreement is not resolved during such ten (10) Business Day period, the parties have reached written agreement with respect dispute shall be referred to all matters covered by a Notice of Disagreementan independent accounting firm mutually acceptable to Seller and Purchaser, the Closing and such Final Statement shall be adjusted to reflect modified, if required, by the independent accounting firm and thereupon such written agreement and Final Statement shall become final and binding upon the parties hereto. (iii) If, at the end of the 30-day period specified in subsection (b)(ii) above, binding. Purchaser and Seller shall have failed to reach a written agreement with respect to all or a portion share equally the cost of such Disputed Items (those Disputed Items that remain in dispute at the end of such period are the “Unresolved Changes”), then Purchaser and Seller shall promptly refer only those Unresolved Changes to a mutually agreeable internationally recognized any independent certified public accounting firm (the “Firm”) to make a determination as to the subject matter of the Unresolved Changesfirm. If Purchaser and Seller fail to agree on a Firm within 30 days after the end of the 304832-day period specified in subsection (b)(ii) above, the Firm shall be selected by the American Arbitration Association. The Firm shall issue its written decision as promptly as practicable and in any event within 30 days following the submission of the Unresolved Changes to the Firm for resolution, and such decision shall be final, binding and conclusive on the parties. In the event Unresolved Changes are submitted to the Firm for resolution as provided herein, the fees, charges and5501-9850v.12 0058243-000353

Adjustment of Estimated Payment Amount. (a) On or before 12:00 noon on the 30th thirtieth (30th) day following the Closing Date, Seller Sellers shall deliver to Purchaser a statement setting forth (i) the Purchase Price (including all adjustments and prorations thereto) and each component thereof (including with respect to the Loans a schedule as of the close of business on the Closing Date of the Loans (the "Final Loan Schedule")) and (ii) the amount of Deposit Liabilities (including Accrued Interest thereon) transferred to Purchaser as of the close of business on the Closing Date (the “Closing Statement”)Date. Seller Sellers shall make available to Purchaser and/or its representatives such work papers, schedules and other supporting data as may be reasonably requested by Purchaser to enable Purchaser to verify such determinations. Such statement shall also set forth the amount (the "Adjusted Payment Amount") by which the aggregate balance of the Deposit Liabilities (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser exceeded the Purchase Price (including all adjustments and prorations thereto) or the Purchase Price exceeded the aggregate balance (including Accrued Interest thereon) of the Deposit Liabilities transferred to Purchaser, as the case may be, in each case calculated as of the close of business on the Closing Date (the “Adjusted Payment Amount”)Date. (b) If, within 20 days On or before 12:00 noon on the sixtieth (60) day following the date Closing Date, Sellers shall pay to Purchaser by wire transfer of receipt immediately available funds to Purchaser's Account, an amount equal to the excess of the Adjusted Payment Amount over the Estimated Payment Amount, plus interest calculated using the Federal Funds Rate on such excess amount from the Closing StatementDate to but excluding the payment date, or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser does not dispute any items contained in shall pay to Sellers by wire transfer of immediately available funds to such account as Sellers shall advise Purchaser, an amount equal to such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Statement, then Date to but excluding the Closing Statement payment date. Any payment pursuant to this Section 3.3(b) shall be final and binding upon treated for all purposes as an adjustment to the parties. Purchase Price. (c) In the event that Purchaser disputes any items contained in the Closing Statement, such disputes shall be resolved in the following manner: (i) Sellers are debited by VISA for a chargeback in respect of a purchase made by a cardholder on an account on or before the Closing Date or a check from a cardholder in payment of amounts owed on a credit card account, which was credited to such account on or before the Closing Date, is returned unpaid by the drawee on or after the Closing Date, or (ii) Sellers receive a credit on or after the Closing Date with respect to a transaction charged to an account on or before the Closing Date, and such debit or credit is not reflected in the calculation of the Adjusted Payment Amount, Sellers or Purchaser, as the case may be, shall reimburse the other party for such debit, unpaid amount or recovery, without regard to any discount or premium. (d) Except as provided in the next sentence, all payments with respect to any Loan received by any Seller or Purchaser shall notify Seller in writing on or prior to the close of business on the Closing Date (the “Notice "Cut- off Date") shall be the property of Disagreement”) Sellers, and all payments with respect to any Loan received by any Seller or Purchaser after the Cut-off Date shall be the property of such dispute within 20 days after Purchaser’s receipt of . Any payments with respect to any Loan received by any Seller prior to the Closing Statement, which notice shall specify in reasonable detail the nature of the dispute, indicating those specific items that are in dispute (the “Disputed Items”). To the extent that Purchaser provides a Notice of Disagreement within such 20Cut-day period, all items off Date that are not Disputed Items shall be final, binding reflected in the calculation of the Adjusted Payment Amount and conclusive for all purposes hereunder. (ii) During the 30-day period following Seller’s receipt of a Notice of Disagreement, Seller and Purchaser shall use commercially reasonable efforts to resolve any Disputed Items. If, at the end of such 30-day period, the parties have reached written agreement payments with respect to all matters covered by a Notice of Disagreement, any Loan received after the Closing Statement Cut-off Date shall be adjusted promptly forwarded by such Seller to reflect such written agreement and shall become final and binding upon the parties heretoPurchaser. (iii) If, at the end of the 30-day period specified in subsection (b)(ii) above, Purchaser and Seller shall have failed to reach a written agreement with respect to all or a portion of such Disputed Items (those Disputed Items that remain in dispute at the end of such period are the “Unresolved Changes”), then Purchaser and Seller shall promptly refer only those Unresolved Changes to a mutually agreeable internationally recognized independent certified public accounting firm (the “Firm”) to make a determination as to the subject matter of the Unresolved Changes. If Purchaser and Seller fail to agree on a Firm within 30 days after the end of the 30-day period specified in subsection (b)(ii) above, the Firm shall be selected by the American Arbitration Association. The Firm shall issue its written decision as promptly as practicable and in any event within 30 days following the submission of the Unresolved Changes to the Firm for resolution, and such decision shall be final, binding and conclusive on the parties. In the event Unresolved Changes are submitted to the Firm for resolution as provided herein, the fees, charges and