Common use of Assets and Liabilities of SFC and SNB Clause in Contracts

Assets and Liabilities of SFC and SNB. At the Effective Time, and by reason of the Merger, and in accordance with applicable law, all of the property, assets and rights of every kind and character of SFC and SNB (including without limitation all real, personal or mixed property, all debts due on whatever account, all other choses in action and every other interest of or belonging to or due to SFC or SNB, whether tangible or intangible) shall be transferred to and vest in FCB, and FCB shall succeed to all the rights, privileges, immunities, powers, purposes and franchises of a public or private nature of SFC and SNB, all without any conveyance, assignment or further act or deed; and FCB shall become responsible for all of the liabilities, duties and obligations of every kind, nature and description of SFC and SNB as of the Effective Time. By virtue of the Merger, SFC’s interest in and ownership of the outstanding shares of FFI Stock, and SNB’s interest in and ownership of the outstanding shares of SIS Stock, shall be transferred to and vest in FCB, and SIS and FFI shall become wholly-owned subsidiaries of FCB.

Assets and Liabilities of SFC and SNB. At the Effective Time, and by reason of the Merger, and in accordance with applicable law, all of the property, assets and rights of every kind and character of SFC and SNB (including without limitation all real, personal or mixed property, all debts due on whatever account, all other choses chooses in action and every other interest of or belonging to or due to SFC or SNB, whether tangible or intangible) shall be transferred to and vest in FCB, and FCB shall succeed to all the rights, privileges, immunities, powers, purposes and franchises of a public or private nature of SFC and SNB, all without any conveyance, assignment or further act or deed; and and, FCB shall become responsible for all of the liabilities, duties and obligations of every kind, nature and description of SFC and SNB as of the Effective Time. By virtue of the Merger, SNB’s interest in and ownership of the outstanding shares of common stock of its wholly-owned subsidiary, Summit Investment Services, Inc. (“SIS”), and SFC’s interest in and ownership of the outstanding shares of FFI Stockcommon stock of its wholly-owned subsidiary, and SNB’s interest in and ownership of the outstanding shares of SIS StockFreedom Finance, Inc. (“FFI”), shall be transferred to and vest in FCB, and SIS and FFI shall become wholly-owned subsidiaries of FCB.