Common use of Buyer’s Covenants Clause in Contracts

Buyer’s Covenants. The Buyer agrees: (a) To use reasonable efforts to sign and deliver to the Seller such additional agreements and other documents, and to do such other acts and things, as may be required to complete the transactions contemplated by this Agreement; (b) To use its best efforts to fulfill all governmental, regulatory and other requirements (including, without limitation, obtaining the approval of all California and federal bank or other financial institution regulatory agencies and any other governmental entity having jurisdiction over the Buyer's acquisition of the Branches or the Buyer) required to be fulfilled by the Buyer for the completion of the transactions contemplated by this Agreement, and to take the initial drafting responsibility therefor. The Seller shall have the right to review and comment upon all applications to, and filings with, governmental and regulatory agencies and entities made for the above purpose, prior to their filing; PROVIDED THAT, the Seller shall have no responsibility for any such application or filing. Without limiting the generality of the foregoing, Buyer agrees to file all required regulatory applications within thirty (30) calendar days after the date of this Agreement; (c) To pay, honor, discharge and perform all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the Branches arising, accruing or subsisting after the Closing which the Buyer is obligated to assume pursuant to this Agreement, subject to applicable indemnification rights of the Buyer; (d) Not to use, keep or claim any registered or unregistered trademark, service xxxx or other identification commonly associated with the Seller, or any sign, display or similar material of the Seller or any banking or other forms, stationery, passbooks, checks, traveler's checks, cashier's checks, manager's checks or similar banking material of the Seller or bearing the Seller's name or other similar marks or identification (except to the extent necessary to conduct business operations, and then only if the Seller's name, marks or identification are obliterated from such material, and such material is clearly identified as that of the Buyer), or any proprietary material of the Seller including, without limitation, operating manuals, training manuals and public relations, explanatory or advertising materials; and (e) As of the Closing Date, to become the "holder," as that term is defined in the California Unclaimed Property Law (Code of Civil Procedure Section 1500, et seq.), of all Assumed Deposits and safe deposit boxes which the Buyer assumes under this Agreement. The Buyer will be responsible for the escheat of any property for which it becomes the holder and which becomes abandoned during the calendar year in which the Closing occurs. (f) As soon as practicable after the receipt of all regulatory approvals required by Sections 7.1(c) and 7.2(c) with respect to all Branches, and no later than thirty (30) calendar days prior to the Closing Date (unless earlier required by law, regulation or regulatory policy), the Buyer shall, subject to Section 11.1 hereof, (i) send a notice to all holders of safe deposit boxes at each Branch and (ii) notify the holders of Deposits to be transferred on the Closing Date that, subject to Closing, the Buyer will be assuming liability for such Deposits, and following or concurrently with such notices the Buyer may communicate with and deliver information, brochures, bulletins and other communications to holders of Deposits and safe deposit boxes concerning the transactions contemplated by this Agreement and concerning the business and operations of the Buyer. (g) Continue to operate each of the Branches at its current location for a period of at least ninety (90) calendar days after the Closing Date (unless Buyer has provided Seller written confirmation from Buyer's appropriate banking regulatory agency that any earlier change in location by Buyer would be exempt from the notice and other requirements of 12 U.S.C. Sec. 1831r-1). (h) To obtain approval of this Agreement and the transactions contemplated hereby by the requisite vote or consent of the holders of outstanding securities of the Buyer if such approval is required by applicable law, contract, the Buyer's Articles of Incorporation or Bylaws, or otherwise.

Buyer’s Covenants. The Buyer agrees: (a) To use reasonable efforts to sign and deliver to the Seller such additional agreements and other documents, and to do such other acts and things, as may be required to complete the transactions contemplated by this Agreement; (b) To use its reasonable best efforts to to: (1) fulfill all governmental, regulatory and other requirements (including, without limitation, obtaining the approval of all California and federal bank or other financial institution regulatory agencies and any other governmental entity having jurisdiction over the Buyer's ’s acquisition of the Branches or the Buyer) required to be fulfilled by the Buyer for the completion of the transactions contemplated by this Agreement, and (2) to take the initial drafting responsibility therefortherefore, (3) to seek processing of all such regulatory applications on expedited bases, and (4) to seek to have the waiting period following approval of the FDIC Application shortened to 15 days. The Seller shall have the right to review and comment upon all applications to, and filings with, governmental and regulatory agencies and entities made for the above purpose, prior to their filing; PROVIDED THATprovided that, the Seller shall have no responsibility for any such application or filingfiling and provided, further, that Seller’s comments on said applications shall be given to Buyer by the next business day following receipt by Seller of said draft application or if comments are not given within this timeframe, Seller shall be deemed not to have any comments on said applications. Without limiting the generality of the foregoing, Buyer agrees to use its best efforts to file all required regulatory applications within thirty (30) calendar days after the date of this Agreement; (c) To pay, honor, discharge and perform all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the Branches arising, accruing or subsisting after the Closing which the Buyer is obligated to assume pursuant to this Agreement, subject to applicable indemnification rights of the Buyer; (d) Not to use, keep or claim any registered or unregistered trademark, service xxxx or other identification commonly associated with the Seller, or any sign, display or similar material of the Seller or any banking or other forms, stationery, passbooks, checks, traveler's ’s checks, cashier's ’s checks, manager's ’s checks or similar banking material of the Seller or bearing the Seller's ’s name or other similar marks or identification (except to the extent necessary to conduct business operations, and then only if the Seller's ’s name, marks or identification are obliterated from such material, and such material is clearly identified as that of the Buyer), or any proprietary material of the Seller including, without limitation, operating manuals, training manuals and public relations, explanatory or advertising materials; and; (e) As of the Closing Date, to become the "holder," as that term is defined in the California Unclaimed Property Law (Code of Civil Procedure Section " 1500, et seq.), of all Assumed Deposits and safe deposit boxes which the Buyer assumes under this Agreement. The Buyer will be responsible for the escheat of any property for which it becomes the holder and which becomes abandoned during the calendar year in which the Closing occurs.; (f) As soon as practicable after the receipt of all regulatory approvals required by Sections 7.1(c) and 7.2(c) with respect to all Branches, and no later than thirty (30) calendar days prior to the Closing Date (unless earlier required by law, regulation or regulatory policy), the Buyer shall, subject to Section 4.1(f) and Section 11.1 hereof, (i) send a notice to all holders of safe deposit boxes at each Branch and (ii) notify the holders of Deposits to be transferred on the Closing Date that, subject to Closing, the Buyer will be assuming liability for such Deposits, and following or concurrently with such notices the Buyer may communicate with and deliver information, brochures, bulletins and other communications to holders of Deposits and safe deposit boxes concerning the transactions contemplated by this Agreement and concerning the business and operations of the Buyer.; and (g) Continue to operate each of the Branches at its current location for a period of at least ninety (90) calendar days after the Closing Date (unless Buyer has provided Seller written confirmation from Buyer's appropriate banking regulatory agency that any earlier change in location by Buyer would be exempt from the notice and other requirements of 12 U.S.C. Sec. 1831r-1). (h) To obtain approval of this Agreement and the transactions contemplated hereby by the requisite vote or consent of the holders of outstanding securities of the Buyer if such approval is required by applicable law, contract, the Buyer's ’s Articles of Incorporation or Bylaws, or otherwise.

Buyer’s Covenants. The Buyer agreesagrees to: (a) To use Use reasonable efforts to sign and deliver to the Seller such additional agreements and other documents, and to do such other acts and things, as may be required to complete the transactions contemplated by this Agreement; (b) To use its best efforts Promptly, but in no event later than thirty (30) days of the date of this Agreement, file or cause to be filed applications to fulfill all governmental, regulatory and other requirements (including, without limitation, obtaining the approval of all California and federal bank or other financial institution regulatory agencies and the Office of the Comptroller of the Currency, and/or any other governmental entity having jurisdiction over the Buyer's acquisition of the Branches or the BuyerBuyer and pay all fees and expenses associated therewith) required to be fulfilled by the Buyer for the completion of the transactions contemplated by this Agreement, ; promptly furnish Seller with copies of all such regulatory filings and all correspondence for which confidential treatment has not been requested; and use its best efforts to take obtain all such regulatory approvals at the initial drafting responsibility therefor. The Seller shall have the right to review and comment upon all applications to, and filings with, governmental and regulatory agencies and entities made for the above purpose, prior to their filing; PROVIDED THAT, the Seller shall have no responsibility for any such application or filing. Without limiting the generality of the foregoing, Buyer agrees to file all required regulatory applications within thirty (30) calendar days after the date of this Agreementearliest practicable time; (c) To payPay, honor, discharge and perform perform, in accordance with applicable law, all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the Branches arising, accruing or subsisting after the Closing Date, which the Buyer is obligated to assume pursuant to this Agreement, subject to applicable indemnification rights of the Buyer; (d) Not to use, keep or claim any registered or unregistered trademark, service xxxx or other identification commonly associated with the Seller, or any sign, display or similar material of the Seller or any banking or other forms, stationery, passbooks, checks, traveler's checks, cashier's checks, manager's checks or similar banking material of the Seller or bearing the Seller's name or other similar marks or identification (except to the extent necessary to conduct business operationsoperations and with Seller's prior consent following Closing, and then only if the Seller's name, marks or identification are obliterated from such material, and such material is clearly identified as that of the Buyer), or any proprietary material of the Seller including, including without limitation, limitation operating manuals, training manuals and public relations, explanatory or advertising materials; and; (e) As of the Closing Date, to become the "holder," ", as that term is defined in the California Unclaimed Texas Property Law Code (Tex. Prop. Code of Civil Procedure Section 1500, et seq.Xxx. 73.001), of all Assumed Deposits and safe deposit boxes which the that Buyer assumes under this Agreement. The Buyer will be responsible for the escheat of any property for which it becomes the holder and which that becomes abandoned during the calendar year in which the Closing occurs.; (f) As soon as practicable after On and following the receipt Closing Date, honor and comply with the terms of all regulatory approvals required by Sections 7.1(c) holds, levies, garnishments, tax liens, orders, pledges, guardianship agreements and 7.2(c) with respect to all Branches, and no later than thirty (30) calendar days prior to other restrictions that are in effect on the Assumed Deposits as of the Closing Date (unless earlier required by law, regulation or regulatory policy), the Buyer shall, subject to Section 11.1 hereof, (i) send a notice to all holders of safe deposit boxes at each Branch and (ii) notify the holders of Deposits to be transferred on the Closing Date that, subject to Closing, the Buyer will be assuming liability for such Deposits, and following or concurrently with such notices the Buyer may communicate with and deliver information, brochures, bulletins and other communications to holders of Deposits and safe deposit boxes concerning the transactions contemplated by this Agreement and concerning the business and operations of the Buyer.Date; (g) On and following the Closing Date, assume and discharge, in the usual course of banking business, Seller's obligations with respect to the safe deposit box business at the Branches in accordance with the terms and conditions of contracts or rental agreements related to such business, and to maintain all records related to such agreements and facilities necessary for the use of such safe deposit boxes by persons entitled to use them; (h) Continue to operate or cause its assignee(s) to operate each of the Branches at its current location for a period of at least ninety (90) calendar days after the Closing Date (unless Buyer has provided Seller written confirmation from Buyer's appropriate federal banking regulatory agency that any earlier change in location by Buyer would be exempt from the notice and other requirements of 12 U.S.C. Sec. 1831r-1). (h) To obtain approval of this Agreement and the transactions contemplated hereby by the requisite vote or consent of the holders of outstanding securities of the Buyer if such approval is required by applicable law, contract, the Buyer's Articles of Incorporation or Bylaws, or otherwise.U.S.C.

Buyer’s Covenants. The Buyer agrees: (a) To use reasonable efforts to sign and deliver to the Seller such additional agreements and other documents, and to do such other acts and things, as may be required to complete the transactions contemplated by this Agreement; (b) To apply for approval of the transactions contemplated by this Agreement to all governmental agencies having jurisdiction of the transactions contemplate in this Agreement and to use its best efforts to fulfill all governmental, regulatory and other requirements (including, without limitation, obtaining the approval of all California and federal bank or other financial institution regulatory agencies and any other governmental entity having jurisdiction over the Buyer's acquisition of the Branches Branch or the Buyer) required to be fulfilled by the Buyer for the completion of the transactions contemplated by this Agreement, and to take the initial drafting responsibility therefor. The Seller shall have the right to review and comment upon all applications to, and filings with, governmental and regulatory agencies and entities made for the above purpose, prior to their filing; PROVIDED THATprovided that, the Seller shall have no responsibility for any such application or filing. Without limiting the generality of the foregoing, Buyer agrees to file all required regulatory applications within thirty (30) calendar days after the date of this Agreement; (c) To pay, honor, discharge and perform all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the Branches Branch arising, accruing or subsisting after the Closing which the Buyer is obligated to assume pursuant to this Agreement, subject to applicable indemnification rights of the Buyer; (d) Not to use, keep or claim any registered or unregistered trademark, service xxxx or mark xx other identification commonly associated with the Seller, or any sign, display or similar material of the Seller or any banking or other forms, stationery, passbooks, checks, traveler's checks, cashier's checks, manager's checks or similar banking material of the Seller or bearing the Seller's name or other similar marks or identification (except to the extent necessary to conduct business operations, and then only if the Seller's name, marks or identification are obliterated from such material, and such material is clearly identified as that of the Buyer), or any proprietary material of the Seller including, without limitation, operating manuals, training manuals and public relations, explanatory or advertising materials; and (e) As of the Closing Date, to become the "holder," as that term is defined in the California Unclaimed Property Law (Code of Civil Procedure Section ss. 1500, et seq.), of all Assumed Deposits and safe deposit boxes which the Buyer assumes under this Agreement. The Buyer will be responsible for the escheat of any property for which it becomes the holder and which becomes abandoned during the calendar year in which the Closing occurs. (f) As soon as practicable after the receipt of all regulatory approvals required by Sections 7.1(c) and 7.2(c) with respect to all Branches, and no later than thirty (30) calendar days prior to the Closing Date (unless earlier required by law, regulation or regulatory policy), the Buyer shall, subject to Section 11.1 hereof, (i) send a To provide timely notice to all holders of safe deposit boxes at each Branch and (ii) notify the holders of Deposits to be transferred on the Closing Date that, subject to Closing, the that Buyer will be assuming liability for such Deposits, and following or concurrently with such notices the Buyer may communicate with and deliver information, brochures, bulletins and other communications to holders of Deposits and safe deposit boxes concerning the transactions contemplated by this Agreement and concerning the business and operations of the Buyer. (g) Continue To continue to operate each of the Branches Branch at its current location for a period of at least ninety (90) calendar days after the Closing Date (unless Buyer has provided Seller written confirmation from Buyer's appropriate banking regulatory agency that any earlier change in location by Buyer would be exempt from the notice and other requirements of 12 U.S.C. Sec. 1831r-1). (h) To obtain approval of this Agreement and the transactions contemplated hereby by the requisite vote or consent of the holders of outstanding securities of the Buyer if such approval is required by applicable law, contract, the Buyer's Articles of Incorporation or Bylaws, or otherwise.

Buyer’s Covenants. The Buyer agrees: (a) To use reasonable efforts to sign and deliver to the Seller such additional agreements and other documents, and to do such other acts and things, as may be required to complete the transactions contemplated by this Agreement; (b) To use its best reasonable efforts to fulfill all governmental, regulatory and other requirements (including, without limitation, obtaining the approval of all California and federal bank or other financial institution regulatory agencies and any other governmental entity having jurisdiction over the Buyer's acquisition of the Branches Branch or the Buyer) required to be fulfilled by the Buyer for the completion of the transactions contemplated by this Agreement, and to take the initial drafting responsibility therefor. The Seller shall have the right to review and comment upon all applications to, and filings with, governmental and regulatory agencies and entities made for the above purpose, prior to their filing; PROVIDED THAT, the Seller shall have no responsibility for any such application or filing. Without limiting the generality of the foregoing, Buyer agrees shall use reasonable efforts to file all required regulatory applications within thirty (30) calendar days after the date of this Agreement; (c) To pay, honor, discharge and perform all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the Branches Branch arising, accruing or subsisting after the Closing which the Buyer is obligated to assume pursuant to this Agreement, subject to applicable indemnification rights of the Buyer; (d) Not Except in connection with transition mailings during the first year following the Closing, as consented to by the Seller in advance of such mailing (such consent not to be unreasonably withheld), not to use, keep or claim any registered or unregistered trademark, service xxxx or other identification commonly associated with the Seller, or any sign, display or similar material of the Seller or any banking or other forms, stationery, passbooks, checks, traveler's checks, cashier's checks, manager's checks or similar banking material of the Seller or bearing the Seller's name or other similar marks or identification (except to the extent necessary to conduct business operations, and then only if the Seller's name, marks or identification are obliterated from such material, and such material is clearly identified as that of the Buyer), or any proprietary material of the Seller including, without limitation, operating manuals, training manuals and public relations, explanatory or advertising materials; and; (e) As of the Closing Date, to become the "holder," as that term is defined in the California Unclaimed Property Law (Code of Civil Procedure Section ss. 1500, et seq.), of all Assumed Deposits and safe deposit boxes which the Buyer assumes under this Agreement. The Buyer will be responsible for the escheat of any property for which it becomes the holder and which becomes abandoned during the calendar year in which the Closing occurs.; (f) As soon as practicable practicable, after the receipt of all regulatory approvals required by Sections 7.1(c) and 7.2(c) with respect to all Branches), and no later than thirty (30) calendar days prior to the Closing Date (unless earlier required by law, regulation or regulatory policy), the Buyer shall, subject to Section 11.1 hereof, (i) send a notice to all holders of safe deposit boxes at each the Branch and (ii) notify the holders of Deposits to be transferred on the Closing Date that, subject to Closing, the Buyer will be assuming liability for such Deposits, and following or concurrently with such notices the Buyer may communicate with and deliver information, brochures, bulletins and other communications to holders of Deposits and safe deposit boxes concerning the transactions contemplated by this Agreement and concerning the business and operations of the Buyer.; (g) Continue to operate each of the Branches Branch at its current location for a period of at least ninety (90) calendar days after the Closing Date (unless Buyer has provided Seller written confirmation from Buyer's appropriate banking regulatory agency that any earlier change in location by Buyer would be exempt from the notice and other requirements of 12 U.S.C. Sec. 1831r-1).; and (h) To obtain approval of this Agreement and the transactions contemplated hereby by the requisite vote or consent of the holders of outstanding securities of the Buyer if such approval is required by applicable law, contract, the Buyer's Articles of Incorporation or Bylaws, or otherwise.

Buyer’s Covenants. The Buyer agrees: (a) To use reasonable diligent efforts to sign and deliver to the Seller such additional agreements and other documents, and to do such other acts and things, as may be required to complete the transactions contemplated by this AgreementAgreement or any required state or federal securities law filings of Seller provided that nothing in this Section 4.6(a) will require Buyer to make any payments of more than a nominal amount in conjunction with this Section 4.6(1); (b) To use its best efforts to fulfill all governmental, regulatory and other requirements (including, without limitation, obtaining the approval of all California and federal bank or other financial institution regulatory agencies and any other governmental entity having jurisdiction over the Buyer's acquisition of the Branches or the Buyer) required to be fulfilled by the Buyer for the completion of the transactions contemplated by this Agreement, and to take the initial drafting responsibility therefor. The Seller shall have the right to review and comment upon all applications to, and filings with, governmental and regulatory agencies and entities made for the above purpose, prior to their filing; PROVIDED THAT, the Seller shall have no responsibility for any such application or filing. Without limiting the generality of the foregoing, Buyer agrees to file all required regulatory applications within thirty (30) calendar days after the date of this Agreement; (c) To pay, honor, discharge and perform all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the Branches arising, accruing or subsisting after the Closing which Effective Date that the Buyer is obligated to assume pursuant to this Agreement, subject to applicable indemnification rights ; (c) Until expiration or termination of the Subcontract Agreement, to provide full technical support to bankruptcy trustees and banks who continue to use the Software, to enhance within a reasonable period of time the Software to be compatible with Buyer's and Bank of America's electronic banking service for Chapter 7 trustees, and to ensure that the Software remains compliant with future changes in federal United States bankruptcy trustee semiannual reporting requirements; (d) Not To use reasonable best efforts to facilitate and promote the transfer of bankruptcy trustee deposit accounts from Comerica Bank-California to Bank of America under the Referral Agreement, including, as applicable, developing or assisting in the development of software that will automate the process of transferring accounts; (e) Except for those Assets described on Schedule 1.1(a), 1.1(c) and 1.1(d), not to use, keep or claim any registered or unregistered trademark, service xxxx or other identification commonly associated with the SellerHoldings, or any sign, display or similar material of the Seller or any banking or other forms, stationery, passbooks, checks, traveler's checks, cashier's checks, manager's checks or similar banking material of the Seller or bearing the Seller's its name or other similar marks or identification (except to the extent necessary to conduct business operations, and then only if the Seller's such name, marks or identification are obliterated from such material, and such material is clearly identified as that of the Buyer), or any proprietary material of the Seller includingSeller, without limitation, operating manuals, training manuals and public relations, explanatory or advertising materials; and (e) As of the Closing Date, to become the "holder," except as that term is defined in the California Unclaimed Property Law (Code of Civil Procedure Section 1500, et seq.), of all Assumed Deposits and safe deposit boxes which the Buyer assumes under expressly provided by this Agreement. The Buyer will be responsible for the escheat of any property for which it becomes the holder and which becomes abandoned during the calendar year in which the Closing occurs. (f) As soon as practicable after the receipt of all regulatory approvals required by Sections 7.1(c) and 7.2(c) with respect to all Branches, and no later than thirty (30) calendar days prior to the Closing Date (unless earlier required by law, regulation or regulatory policy), the Buyer shall, subject to Section 11.1 hereof, (i) send a notice to all holders of safe deposit boxes at each Branch and (ii) notify the holders of Deposits to be transferred on the Closing Date that, subject to Closing, the Buyer will be assuming liability for such Deposits, and following or concurrently with such notices the Buyer may communicate with and deliver information, brochures, bulletins and other communications to holders of Deposits and safe deposit boxes concerning the transactions contemplated by this Agreement and concerning the business and operations of the Buyer. (g) Continue to operate each of the Branches at its current location for a period of at least ninety (90) calendar days after the Closing Date (unless Buyer has provided Seller written confirmation from Buyer's appropriate banking regulatory agency that any earlier change in location by Buyer would be exempt from the notice and other requirements of 12 U.S.C. Sec. 1831r-1). (h) To obtain approval of this Agreement and the transactions contemplated hereby by the requisite vote or consent of the holders of outstanding securities of the Buyer if such approval is required by applicable law, contract, the Buyer's Articles of Incorporation or Bylaws, or otherwise.ARTICLE 5

Buyer’s Covenants. The Buyer agreesagrees to: (a) To use Use reasonable efforts to sign and deliver to the Seller such additional agreements and other documents, and to do such other acts and things, as may be required to complete the transactions contemplated by this Agreement; ; (b) To use its best efforts Promptly, but in no event later than ten (10) days following the date of this Agreement, file or cause to be filed applications to fulfill all governmental, regulatory and other requirements (including, without limitation, obtaining the approval of all California and federal bank or other financial institution regulatory agencies and the Office of the Comptroller of the Currency and/or any other governmental entity having jurisdiction over the Buyer's acquisition of the Branches or the Buyer, and pay all fees and expenses associated therewith) required to be fulfilled by the Buyer for the completion of the transactions contemplated by this Agreement; promptly furnish Seller with copies of all such regulatory filings pertaining to the Branches, all such regulatory filings in the form filed and copies of all correspondence to take the initial drafting responsibility therefor. The Seller shall have the right to review and comment upon all applications to, and filings with, governmental and or from any regulatory agencies pertaining to the Branches for which confidential treatment has not been requested; and entities made for use its best efforts to obtain all such regulatory approvals at the above purpose, prior to their filingearliest practicable time; PROVIDED THAT, the Seller shall have no responsibility for any such application or filing. Without limiting the generality of the foregoing, Buyer agrees to file all required regulatory applications within thirty (30) calendar days after the date of this Agreement; (c) To payPay, honor, discharge and perform perform, in accordance with applicable law, all liabilities and obligations in with respect of to the Assets and the Liabilities and any other liabilities of the Branches arising, accruing or subsisting after the Closing Date, which the Buyer is obligated to assume pursuant to this Agreement, subject to applicable indemnification rights of the Buyer; ; (d) Not to use, keep or claim any registered or unregistered trademark, service xxxx mxxx or other identification commonly associated with the Seller, or any sign, display or similar material of the Seller Seller, or any banking or other forms, stationery, passbooks, checks, traveler's checks, cashier's checks, manager's checks or similar banking material of the Seller or bearing the Seller's name or other similar marks or identification (except to the extent necessary to conduct business operationsoperations and with Seller's prior consent following Closing, and then only if the Seller's name, marks or identification are obliterated from such material, and such material is clearly identified as that of the Buyer), or any proprietary material of the Seller Seller, including, without limitation, operating manuals, training manuals and public relations, explanatory or advertising materials; and (e) As of the Closing Date, to become the "holder," as that term is defined in the California Unclaimed Texas Property Law Code (Tex. Prop. Code of Civil Procedure Axx. Section 1500, et seq.73.001), of all Assumed Deposits and safe deposit boxes which the Buyer assumes under this Agreement. The Buyer will shall be responsible for the escheat of any property for which it becomes the holder and which becomes abandoned during the calendar year in which the Closing occurs. , and for the due diligence related thereto; (f) As soon as practicable after On and following the receipt Closing Date, honor and comply with the terms of all regulatory approvals required by Sections 7.1(cholds, levies, garnishments, tax liens, orders, pledges, guardianship agreements and other restrictions in effect on the Assumed Deposits as of the Closing Date; (g) and 7.2(c) Not take any actions that will injure Seller's present business relations with respect to all Branchesits depositors, customers, employees, and no later than thirty (30) calendar days prior to the Closing Date (unless earlier required by lawothers, regulation and not, either before or regulatory policy), the Buyer shall, subject to Section 11.1 hereof, (i) send a notice to all holders of safe deposit boxes at each Branch and (ii) notify the holders of Deposits to be transferred on the Closing Date that, subject to after Closing, commit any act, or in any way assist others to commit any act, that injures Seller or the Buyer will be assuming liability for such Depositsbusiness heretofore conducted by Seller, and following and, without limiting the generality of the foregoing, not divulge any confidential information or concurrently with such notices the Buyer may communicate with and deliver informationmake available to any others any documents, brochures, bulletins and files or other communications to holders of Deposits and safe deposit boxes concerning the transactions contemplated by this Agreement and papers concerning the business or financial affairs of Seller; and operations of the Buyer. (g) Continue to operate each of the Branches at its current location for a period of at least ninety (90) calendar days after the Closing Date (unless Buyer has provided Seller written confirmation from Buyer's appropriate banking regulatory agency that any earlier change in location by Buyer would be exempt from the notice and other requirements of 12 U.S.C. Sec. 1831r-1). (h) To obtain approval of this Agreement and the transactions contemplated hereby by the requisite vote or consent of the holders of outstanding securities of the Buyer if such approval is required by applicable law, contract, the Buyer's Articles of Incorporation or Bylaws, or otherwise.

Buyer’s Covenants. The Buyer agrees: (a) To use reasonable efforts to sign and deliver to the Seller such additional agreements and other documents, and to do such other acts and things, as may be required to complete the transactions contemplated by this Agreement; (b) To use its best efforts to fulfill all governmental, regulatory and other requirements (including, without limitation, obtaining the approval of all California and federal bank or other financial institution regulatory agencies and any other governmental entity having jurisdiction over the Buyer's acquisition of the Branches or the Buyer) required to be fulfilled by the Buyer for the completion of the transactions contemplated by this Agreement, and to take the initial drafting responsibility therefor. The Seller shall have the right to review and comment upon all applications to, and filings with, governmental and regulatory agencies and entities made for the above purpose, prior to their filing; PROVIDED THATprovided that, the Seller shall have no responsibility for any such application or filing. Without limiting the generality of the foregoing, Buyer agrees to file all required regulatory applications within thirty (30) calendar days after the date of this Agreement; (c) To pay, honor, discharge and perform all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the Branches arising, accruing or subsisting after the Closing which the Buyer is obligated to assume pursuant to this Agreement, subject to applicable indemnification rights of the Buyer; (d) Not to use, keep or claim any registered or unregistered trademark, service xxxx or other identification commonly associated with the Seller, or any sign, display or similar material of the Seller or any banking or other forms, stationery, passbooks, checks, traveler's checks, cashier's checks, manager's checks or similar banking material of the Seller or bearing the Seller's name or other similar marks or identification (except to the extent necessary to conduct business operations, and then only if the Seller's name, marks or identification are obliterated from such material, and such material is clearly identified as that of the Buyer), or any proprietary material of the Seller including, without limitation, operating manuals, training manuals and public relations, explanatory or advertising materials; and (e) As of the Closing Date, to become the "holder," ", as that term is defined in the California Unclaimed Property Law (Code of Civil ss. Procedure Section 1500, et seq.), of all Assumed Deposits and safe deposit boxes which the Buyer assumes under this Agreement. The Buyer will be responsible for the escheat of any property for which it becomes the holder and which becomes abandoned during the calendar year in which the Closing occurs. (f) As soon as practicable after the receipt of all regulatory approvals required by Sections 7.1(c) and 7.2(c) with respect to all Branches, and no later than thirty (30) calendar days prior to the Closing Date (unless earlier required by law, regulation or regulatory policy), the Buyer shall, subject to Section 11.1 hereof, (i) send a notice to all holders of safe deposit boxes at each Branch and (ii) notify the holders of Deposits to be transferred on the Closing Date that, subject to Closing, the Buyer will be assuming liability for such Deposits, and following or concurrently with such notices the Buyer may communicate with and deliver information, brochures, bulletins and other communications to holders of Deposits and safe deposit boxes concerning the transactions contemplated by this Agreement and concerning the business and operations of the Buyer. (g) Continue to operate each of the Branches at its current location for a period of at least ninety (90) calendar days after the Closing Date (unless Buyer has provided Seller written confirmation from Buyer's appropriate banking regulatory agency that any earlier change in location by Buyer would be exempt from the notice and other requirements of 12 U.S.C. Sec. 1831r-1). (h) To obtain approval of this Agreement and the transactions contemplated hereby by the requisite vote or consent of the holders of outstanding securities of the Buyer if such approval is required by applicable law, contract, the Buyer's Articles of Incorporation or Bylaws, or otherwise.

Buyer’s Covenants. The Buyer agreescovenants with the Developer (which expression includes the Association (upon formation) in all Sub-Clauses of Clause 11, wherever applicable) and admits and accepts that: (a) To use reasonable efforts 10.1.1 Buyer Aware of and Satisfied with Common Portions and Specifications: The Buyer, upon full satisfaction and with complete knowledge of the Common Portions, Specified Facilities, Specifications and all other ancillary matters, is entering into this Agreement. The Buyer has examined and is acquainted with the Said Building and has agreed that the Buyer shall neither have nor shall claim any right over any portion of the Said Building save and except the Said Flat And Appurtenances. 10.1.2 Buyer to sign Mutate and deliver Pay Rates & Taxes: Subject to the Seller such additional agreements provisions of Clauses 8.4.2 (l) above, the Buyer shall (1) pay all fees and other documents, charges and to do such other acts and things, as may be required to complete cause mutation in the transactions contemplated by this Agreement; (b) To use its best efforts to fulfill all governmental, regulatory and other requirements (including, without limitation, obtaining name of the approval Buyer in the records of all California local authorities and federal bank or other financial institution regulatory agencies and any other governmental entity having jurisdiction over the Buyer's acquisition office of the Branches or BL&LRO, within 30 (thirty) days from the BuyerDate Of Possession and (2) required to be fulfilled by pay the Buyer Rates & Taxes (proportionately for the completion of the transactions contemplated by this Agreement, Said Building and to take the initial drafting responsibility therefor. The Seller shall have the right to review and comment upon all applications to, and filings with, governmental and regulatory agencies and entities made wholly for the above purpose, prior to their filing; PROVIDED THAT, Said Flat And Appurtenances from the Seller shall have no responsibility for any such application or filing. Without limiting Date Of Possession Notice and until the generality of the foregoing, Buyer agrees to file all required regulatory applications within thirty (30) calendar days after the date of this Agreement; (c) To pay, honor, discharge Said Flat And Appurtenances is separately mutated and perform all liabilities and obligations assessed in respect of the Assets and the Liabilities and any other liabilities of the Branches arising, accruing or subsisting after the Closing which the Buyer is obligated to assume pursuant to this Agreement, subject to applicable indemnification rights of the Buyer; (d) Not to use, keep or claim any registered or unregistered trademark, service xxxx or other identification commonly associated with the Seller, or any sign, display or similar material of the Seller or any banking or other forms, stationery, passbooks, checks, traveler's checks, cashier's checks, manager's checks or similar banking material of the Seller or bearing the Seller's name or other similar marks or identification (except to the extent necessary to conduct business operations, and then only if the Seller's name, marks or identification are obliterated from such material, and such material is clearly identified as that favour of the Buyer), or any proprietary material on the basis of the Seller includingbills/demand to be raised by the Developer and/or local authorities and the BL&LRO, without limitation, operating manuals, training manuals such bills/demands being conclusive proof of the liability of the Buyer in respect thereof. The Buyer further admits and public relations, explanatory accepts that the Buyer shall not claim any deduction or advertising materials; andabatement in the aforesaid bills/demands. The Buyer further admits and accepts that the Buyer shall not claim any deduction or abatement in the bills of the Developer/the Facility Manager or the Association (upon formation). 10.1.3 Buyer to Pay Maintenance Charge and Common Expenses: Subject to the provisions of Clause 8.4.1 (e) As above, the Buyer shall pay the Maintenance Charge and Common Expenses on the basis of the Closing Datebills to be raised by the Developer/the Facility Manager/the Association (upon formation), to become such bills being conclusive proof of the "holder," as liability of the Buyer in respect thereof. The Buyer further admits and accepts that term is defined (1) the Buyer shall not claim any deduction or abatement in the California Unclaimed Property Law bills relating to Maintenance Charge and Common Expenses and (Code 2) the Maintenance Charge and Common Expenses shall be subject to variation from time to time, at the sole discretion of Civil Procedure Section 1500the Developer/the Facility Manager/the Association (upon formation). 10.1.4 Buyer to Pay Interest for Delay and/or Default: The Buyer shall, et seq.)without raising any objection in any manner whatsoever and without claiming any deduction or abatement whatsoever, pay all bills raised by the Developer, within 7 (seven) days of all Assumed Deposits and safe deposit boxes presentation thereof, failing which the Buyer assumes under this Agreementshall pay interest @ 18% (eighteen percent) per annum or part thereof, for the period of delay, computed from the date the payment became due till the date of payment, to the Developer. The Buyer will also admits and accepts that in the event such bills remain outstanding for more than 2 (two) months, all common services shall be responsible for the escheat of any property for which it becomes the holder and which becomes abandoned during the calendar year in which the Closing occurs. (f) As soon as practicable after the receipt of all regulatory approvals required by Sections 7.1(c) and 7.2(c) with respect to all Branches, and no later than thirty (30) calendar days prior discontinued to the Closing Date (unless earlier required by law, regulation or regulatory policy), Buyer and the Buyer shall, subject to Section 11.1 hereof, (i) send a notice to all holders of safe deposit boxes at each Branch and (ii) notify shall be disallowed from using the holders of Deposits to be transferred on the Closing Date that, subject to Closing, the Buyer will be assuming liability for such Deposits, and following or concurrently with such notices the Buyer may communicate with and deliver information, brochures, bulletins and other communications to holders of Deposits and safe deposit boxes concerning the transactions contemplated by this Agreement and concerning the business and operations of the Buyer. (g) Continue to operate each of the Branches at its current location for a period of at least ninety (90) calendar days after the Closing Date (unless Buyer has provided Seller written confirmation from Buyer's appropriate banking regulatory agency that any earlier change in location by Buyer would be exempt from the notice and other requirements of 12 U.S.C. Sec. 1831r-1). (h) To obtain approval of this Agreement Common Portions and the transactions contemplated hereby by the requisite vote or consent of the holders of outstanding securities of the Buyer if such approval is required by applicable law, contract, the Buyer's Articles of Incorporation or Bylaws, or otherwiseSpecified Facilities.

Buyer’s Covenants. The Buyer agrees: (a) To use reasonable efforts to sign and deliver to the Seller such additional agreements and other documents, and to do such other acts and things, as may be required to complete the transactions contemplated by this Agreement;. (b) To use its best efforts to fulfill all governmental, regulatory and other requirements (including, without limitation, obtaining the approval of all California New Mexico and federal bank or other financial institution regulatory agencies and any other governmental entity having jurisdiction over the Buyer's acquisition of the Branches Facilities or the Buyer) required to be fulfilled by the Buyer for the completion of the transactions contemplated by this Agreement, and to take the initial drafting responsibility therefor. The Seller shall have the -33- -------------------------------------------------------------------------------- BRANCH PURCHASE AGREEMENT right to review and comment upon all applications to, and filings with, governmental and regulatory agencies and entities made for the above purpose, prior to their filing; PROVIDED THATprovided that, the Seller shall have no responsibility for any such application or filing. Without limiting the generality of the foregoing, Buyer agrees to file all required regulatory applications within thirty (30) calendar days after the date of this Agreement;. (c) To pay, honor, discharge and perform all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the Branches Facilities arising, accruing or subsisting after the Closing which the Buyer is obligated to assume pursuant to this Agreement, subject to applicable indemnification rights of the Buyer;. (d) Not to use, keep or claim any registered or unregistered trademark, trade name, service xxxx or mark xx other identification commonly associated with the Seller, or any sign, display or similar material of the Seller or any banking or other forms, stationery, passbooks, checks, traveler's checks, cashier's checks, manager's checks or similar banking material of the Seller or bearing the Seller's name or other similar marks or identification (except to the extent necessary to conduct business operations, and then only if the Seller's name, marks or identification are obliterated from such material, and such material is clearly identified as that of the Buyer), or any proprietary material of the Seller Seller, including, without limitation, operating manuals, training manuals and public relations, explanatory or advertising materials; and. (e) As of the Closing Date, to become the "holder," as that term is defined in the California New Mexico's Uniform Unclaimed Property Law (Code Act, Sections 7-8-1 through 7-8-40 of Civil Procedure Section 1500, et seq.)the NMSA, of all Assumed Deposits and safe deposit boxes which the Buyer assumes under this Agreement. The Buyer will be responsible for the escheat of any property for which it becomes the holder and which becomes abandoned during the calendar year in which the Closing occurs. (f) As soon as practicable after On and following the receipt Closing Date, to honor and comply with the terms of all regulatory approvals required by Sections 7.1(c) holds, levies, garnishments, tax liens, orders, pledges, guardianship agreements and 7.2(c) with respect to all Branches, and no later than thirty (30) calendar days prior to other restrictions that are in effect on the Assumed Deposits as of the Closing Date (unless earlier required by law, regulation or regulatory policy), the Buyer shall, subject to Section 11.1 hereof, (i) send a notice to all holders of safe deposit boxes at each Branch and (ii) notify the holders of Deposits to be transferred on the Closing Date that, subject to Closing, the Buyer will be assuming liability for such Deposits, and following or concurrently with such notices the Buyer may communicate with and deliver information, brochures, bulletins and other communications to holders of Deposits and safe deposit boxes concerning the transactions contemplated by this Agreement and concerning the business and operations of the BuyerDate. (g) Continue On and following the Closing Date, to operate each assume and discharge, in the usual course of banking business, Seller's obligations with respect to the safe deposit box business at the Branches at its current location in accordance with the terms and conditions of contracts or rental agreements related to such business, and to maintain all records related to such agreements and facilities necessary for a period the use of at least ninety (90) calendar days after the Closing Date (unless Buyer has provided Seller written confirmation from Buyer's appropriate banking regulatory agency that any earlier change in location such safe deposit boxes by Buyer would be exempt from the notice and other requirements of 12 U.S.C. Sec. 1831r-1)persons entitled to use them. (h) To obtain approval of this Agreement and the transactions contemplated hereby by the requisite vote or consent of the holders of outstanding securities of the Buyer if such approval is required by applicable law, contract, the Buyer's Articles of Incorporation or Bylaws, or otherwise.

Buyer’s Covenants. The Buyer agrees:agrees to: ----------------- (a) To use Use reasonable efforts to sign and deliver to the Seller such additional agreements and other documents, and to do such other acts and things, as may be required to complete the transactions contemplated by this Agreement; (b) To use its best efforts to fulfill all governmental, regulatory and other requirements (including, without limitation, obtaining the approval of all California and federal bank or other financial institution regulatory agencies and any other governmental entity having jurisdiction over the Buyer's acquisition of the Branches or the Buyer) required to be fulfilled by the Buyer for the completion of the transactions contemplated by this Agreement, and to take the initial drafting responsibility therefor. The Seller shall have the right to review and comment upon all applications to, and filings with, governmental and regulatory agencies and entities made for the above purpose, prior to their filing; PROVIDED THAT, the Seller shall have no responsibility for any such application or filing. Without limiting the generality of the foregoing, Buyer agrees to file all required regulatory applications within thirty (30) calendar days after the date of this Agreement; (c) To payPay, honor, discharge and perform perform, in accordance with applicable law, all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the Branches Branch arising, accruing or subsisting after the Closing Date, which the Buyer is obligated to assume pursuant to this Agreement, subject to applicable indemnification rights of the Buyer; (dc) Not to use, keep or claim any registered or unregistered trademark, service xxxx or other identification commonly associated with the Seller, or any sign, Internet domain name, electronic mail address, display or similar address or material of the Seller or any banking or other forms, stationery, passbooks, checks, traveler's checks, cashier's checks, manager's checks or similar banking material of the Seller or bearing the Seller's name or other similar marks or identification (except to the extent necessary to conduct business operationsoperations and with Seller's prior consent following Closing, and then only if the Seller's name, marks or identification are obliterated from such material, and such material is clearly identified as that of the Buyer), or any proprietary material of the Seller including, including without limitation, limitation operating manuals, training manuals and public relations, explanatory or advertising materials; andmaterials (not including the telephone number of the Branch); (ed) As of the Closing Date, to become the "holder," ", as that term is defined in the California Unclaimed Texas Property Law Code (Tex. Prop. Code of Civil Procedure Section 1500, et seq.Xxx. 73.001), of all Assumed Deposits and safe deposit boxes which the that Buyer assumes under this Agreement. The Buyer will be responsible for the escheat of any property for which it becomes the holder and which that becomes abandoned during the calendar year in which the Closing occurs.; (e) On and following the Closing Date, honor and comply with the terms of all holds, levies, garnishments, tax liens, orders, pledges, guardianship agreements and other restrictions that are in effect on the Assumed Deposits as of the Closing Date; (f) As soon as practicable after On and following the receipt Closing Date, assume and discharge, in the usual course of all regulatory approvals required by Sections 7.1(c) and 7.2(c) banking business, Seller's obligations with respect to all Branchesthe safe deposit box business at the Branch in accordance with the terms and conditions of contracts or rental agreements related to such business, and no later than thirty (30) calendar days prior to maintain all records related to such agreements and facilities necessary for the Closing Date (unless earlier required by law, regulation or regulatory policy), the Buyer shall, subject to Section 11.1 hereof, (i) send a notice to all holders use of such safe deposit boxes at each Branch and (ii) notify the holders of Deposits by persons entitled to be transferred on the Closing Date that, subject to Closing, the Buyer will be assuming liability for such Deposits, and following or concurrently with such notices the Buyer may communicate with and deliver information, brochures, bulletins and other communications to holders of Deposits and safe deposit boxes concerning the transactions contemplated by this Agreement and concerning the business and operations of the Buyer.use them; (g) Continue to operate each of the Branches Branch at its current location for a period of at least ninety (90) calendar days after the Closing Date (unless Buyer has provided Seller written confirmation from Buyer's appropriate federal banking regulatory agency that any earlier change in location by Buyer would be exempt from the notice and other requirements of 12 U.S.C. Sec. 1831r-1(S).1831r-1). (h) To obtain approval of this Agreement and the transactions contemplated hereby by the requisite vote or consent of the holders of outstanding securities of the Buyer if such approval is required by applicable law, contract, the Buyer's Articles of Incorporation or Bylaws, or otherwise.; and