Common use of Buyer’s Covenants Clause in Contracts

Buyer’s Covenants. Buyer agrees to: ----------------- (a) Use reasonable efforts to sign and deliver to 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) Pay, honor, discharge and perform, in accordance with applicable law, all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the Branch arising, accruing or subsisting after the Closing Date, which Buyer is obligated to assume pursuant to this Agreement, subject to applicable indemnification rights of Buyer; (c) Not use, keep or claim any registered or unregistered trademark, service xxxx or other identification commonly associated with Seller, or any sign, Internet domain name, electronic mail address, display or similar address or material of Seller or any banking or other forms, stationery, passbooks, checks, traveler's checks, cashier's checks, manager's checks or similar banking material of Seller or bearing Seller's name or other similar marks or identification (except to the extent necessary to conduct business operations and with Seller's prior consent following Closing, and then only if Seller's name, marks or identification are obliterated from such material, and such material is clearly identified as that of Buyer), or any proprietary material of Seller including without limitation operating manuals, training manuals and public relations, explanatory or advertising materials (not including the telephone number of the Branch); (d) As of the Closing Date, become the "holder", as that term is defined in the Texas Property Code (Tex. Prop. Code Xxx. 73.001), of all Assumed Deposits that Buyer assumes under this Agreement. Buyer will be responsible for the escheat of any property for which it becomes the holder and 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) 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 Branch 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; (g) Continue to operate the Branch at its current location for a period of ninety (90) days after the Closing Date (unless Buyer has provided Seller written confirmation from Buyer's appropriate federal banking agency that any earlier change in location by Buyer would be exempt from the notice and other requirements of 12 U.S.C. (S).1831r-1); and

Buyer’s Covenants. The Buyer agrees to: -----------------agrees: (a) Use 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) PayTo 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 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 to file all required regulatory applications within thirty (30) calendar days after the date of this Agreement; (c) To pay, honor, discharge and perform, in accordance with applicable law, perform all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the 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; (cd) 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, 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 operations and with Seller's prior consent following Closingoperations, 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 (not including the telephone number of the Branch);materials; and (de) As of the Closing Date, to become the "holder", ," as that term is defined in the Texas California Unclaimed Property Law (Code (Texof Civil Procedure ss. Prop. Code Xxx. 73.0011500, et seq.), of all Assumed Deposits that 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 that which 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) On To provide timely notice to the holders of Deposits to be transferred on the Closing Date that, subject to Closing, that Buyer will be assuming liability for such Deposits, and following or concurrently with such notices the Closing DateBuyer may communicate with and deliver information, assume brochures, bulletins and discharge, in other communications to holders of Deposits concerning the usual course transactions contemplated by this Agreement and concerning the business and operations of banking business, Seller's obligations with respect to the safe deposit box business at the Branch 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;Buyer. (g) Continue To continue to operate the 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); andh) 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 to: -----------------agrees: (a) Use 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) PayTo 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, in accordance with applicable law, perform all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the Branch 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; (cd) 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 operations and with Seller's prior consent following Closingoperations, 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 (not including the telephone number of the Branch);materials; and (de) As of the Closing Date, to become the "holder", ," as that term is defined in the Texas California Unclaimed Property Law (Code (Tex. Prop. Code Xxx. 73.001of Civil Procedure Section 1500, et seq.), of all Assumed Deposits that 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 that which 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) On As soon as practicable after the receipt of all regulatory approvals required by Sections 7.1(c) and following the Closing Date, assume and discharge, in the usual course of banking business, Seller's obligations 7.2(c) with respect to the safe deposit box business at the Branch in accordance with the terms and conditions of contracts or rental agreements related to such businessall Branches, and no later than thirty (30) calendar days prior to maintain 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 records related to such agreements and facilities necessary for the use holders of such 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 persons entitled to use them;this Agreement and concerning the business and operations of the Buyer. (g) Continue to operate each of the Branch 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). (S).1831r-1); andh) 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 to: -----------------agrees: (a) Use 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) PayTo use its reasonable best efforts 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 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 therefore, (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 that, the Seller shall have no responsibility for any such application or filing 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, in accordance with applicable law, perform all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the Branch 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; (cd) 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 ’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 with Seller's prior consent following Closingoperations, 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 including, without limitation limitation, operating manuals, training manuals and public relations, explanatory or advertising materials (not including the telephone number of the Branch)materials; (de) As of the Closing Date, to become the "holder", ," as that term is defined in the Texas California Unclaimed Property Law (Code (Tex. Prop. Code Xxx. 73.001of Civil Procedure " 1500, et seq.), of all Assumed Deposits that 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 that which becomes abandoned during the calendar year in which the Closing occurs; (ef) On and following As soon as practicable after the Closing Date, honor and comply with the terms receipt of all holds, levies, garnishments, tax liens, orders, pledges, guardianship agreements regulatory approvals required by Sections 7.1(c) and other restrictions that are in effect on the Assumed Deposits as of the Closing Date; (f7.2(c) 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 Branch in accordance with the terms and conditions of contracts or rental agreements related to such businessall Branches, and no later than thirty (30) calendar days prior 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; (g) Continue to operate the Branch at its current location for a period of ninety (90) days after the Closing Date (unless earlier required by law, regulation or regulatory policy), the Buyer has provided Seller written confirmation from Buyer's appropriate federal banking agency that any earlier change in location by shall, subject to Section 4.1(f) and Section 11.1 hereof, notify the holders of Deposits to be transferred on the Closing Date that, subject to Closing, the Buyer would will be exempt from assuming liability for such Deposits, and following or concurrently with such notices the notice Buyer may communicate with and deliver information, brochures, bulletins and other requirements communications to holders of 12 U.S.C. (S).1831r-1)Deposits concerning the transactions contemplated by this Agreement and concerning the business and operations of the Buyer; and (g) 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 to: -----------------agrees: (a) Use 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) PayTo use its best efforts to fulfill all governmental, regulatory and other requirements (including, without limitation, obtaining the approval of all 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 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 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, in accordance with applicable law, perform all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the Branch Facilities 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;. (cd) 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, 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 operations and with Seller's prior consent following Closingoperations, 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 Seller including the Seller, including, without limitation limitation, operating manuals, training manuals and public relations, explanatory or advertising materials (not including the telephone number of the Branch);materials. (de) As of the Closing Date, to become the "holder", ," as that term is defined in New Mexico's Uniform Unclaimed Property Act, Sections 7-8-1 through 7-8-40 of the Texas Property Code (Tex. Prop. Code Xxx. 73.001)NMSA, of all Assumed Deposits that 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 that which becomes abandoned during the calendar year in which the Closing occurs;. (ef) On and following the Closing Date, to 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;. (fg) On and following the Closing Date, to assume and discharge, in the usual course of banking business, Seller's obligations with respect to the safe deposit box business at the Branch 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; (g) Continue to operate the Branch at its current location for a period of ninety (90) days after the Closing Date (unless Buyer has provided Seller written confirmation from Buyer's appropriate federal banking agency that any earlier change in location by Buyer would be exempt from the notice and other requirements of 12 U.S.C. (S).1831r-1); and.

Buyer’s Covenants. Buyer agrees to: -----------------: (a) Use reasonable efforts to sign and deliver to 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) 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 the Office of the Comptroller of the Currency, and/or any other governmental entity having jurisdiction over the Branches or Buyer and pay all fees and expenses associated therewith) required to be fulfilled by 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 obtain all such regulatory approvals at the earliest practicable time; (c) Pay, honor, discharge and perform, in accordance with applicable law, all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the Branch Branches arising, accruing or subsisting after the Closing Date, which Buyer is obligated to assume pursuant to this Agreement, subject to applicable indemnification rights of Buyer; (cd) Not use, keep or claim any registered or unregistered trademark, service xxxx or other identification commonly associated with Seller, or any sign, Internet domain name, electronic mail address, display or similar address or material of Seller or any banking or other forms, stationery, passbooks, checks, traveler's checks, cashier's checks, manager's checks or similar banking material of Seller or bearing Seller's name or other similar marks or identification (except to the extent necessary to conduct business operations and with Seller's prior consent following Closing, and then only if Seller's name, marks or identification are obliterated from such material, and such material is clearly identified as that of Buyer), or any proprietary material of Seller including without limitation operating manuals, training manuals and public relations, explanatory or advertising materials (not including the telephone number of the Branch)materials; (de) As of the Closing Date, become the "holder", as that term is defined in the Texas Property Code (Tex. Prop. Code Xxx. 73.001), of all Assumed Deposits and safe deposit boxes that Buyer assumes under this Agreement. Buyer will be responsible for the escheat of any property for which it becomes the holder and that becomes abandoned during the calendar year in which the Closing occurs; (ef) 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; (fg) 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 Branch 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; (gh) Continue to operate or cause its assignee(s) to operate each of the Branch Branches at its current location for a period of ninety (90) days after the Closing Date (unless Buyer has provided Seller written confirmation from Buyer's appropriate federal banking agency that any earlier change in location by Buyer would be exempt from the notice and other requirements of 12 U.S.C. (S).1831r-1); andU.S.C.

Buyer’s Covenants. The Buyer agrees to: -----------------agrees: (a) Use 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) PayTo 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, in accordance with applicable law, perform all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the Branch 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; (cd) 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 operations and with Seller's prior consent following Closingoperations, 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 (not including the telephone number of the Branch);materials; and (de) As of the Closing Date, to become the "holder", as that term is defined in the Texas California Unclaimed Property Law (Code (Texof Civil ss. Prop. Code Xxx. 73.001Procedure 1500, et seq.), of all Assumed Deposits that 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 that which 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) On As soon as practicable after the receipt of all regulatory approvals required by Sections 7.1(c) and following the Closing Date, assume and discharge, in the usual course of banking business, Seller's obligations 7.2(c) with respect to the safe deposit box business at the Branch in accordance with the terms and conditions of contracts or rental agreements related to such businessall Branches, and no later than thirty (30) calendar days prior to maintain 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 records related to such agreements and facilities necessary for the use holders of such 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 persons entitled to use them;this Agreement and concerning the business and operations of the Buyer. (g) Continue to operate each of the Branch 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). (S).1831r-1); andh) 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 to: -----------------agrees: (a) Use 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) PayTo use its 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 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 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, in accordance with applicable law, perform all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the 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; (cd) 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, 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 operations and with Seller's prior consent following Closingoperations, 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 (not including the telephone number of the Branch)materials; (de) As of the Closing Date, to become the "holder", ," as that term is defined in the Texas California Unclaimed Property Law (Code (Texof Civil Procedure ss. Prop. Code Xxx. 73.0011500, et seq.), of all Assumed Deposits that 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 that which becomes abandoned during the calendar year in which the Closing occurs; (ef) On As soon as practicable, after the receipt of all regulatory approvals required by Sections 7.1(c) and following 7.2(c), and no later than thirty (30) calendar days prior to the Closing DateDate (unless earlier required by law, honor and comply with regulation or regulatory policy), the terms Buyer shall, subject to Section 11.1 hereof, (i) send a notice to all holders 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) 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 boxes at the Branch in accordance with and (ii) notify the terms and conditions holders of contracts or rental agreements related Deposits to be transferred on the Closing Date that, subject to Closing, the Buyer will be assuming liability for such businessDeposits, and following or concurrently with such notices the Buyer may communicate with and deliver information, brochures, bulletins and other communications to maintain all records related to such agreements holders of Deposits and facilities necessary for the use of such safe deposit boxes concerning the transactions contemplated by persons entitled to use themthis Agreement and concerning the business and operations of the Buyer; (g) Continue to operate the 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. (S).1831r-1Sec. 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 to: -----------------agrees: (a) Use reasonable To use 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) PayTo pay, honor, discharge and perform, in accordance with applicable law, perform all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the Branch arising, accruing or subsisting after the Closing Date, which Effective Date that the Buyer is obligated to assume pursuant to this Agreement, subject to applicable indemnification rights of Buyer; (c) Not 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) 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 SellerHoldings, 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 Seller's its name or other similar marks or identification (except to the extent necessary to conduct business operations and with Seller's prior consent following Closingoperations, and then only if 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 Seller including without limitation operating manualsthe Seller, training manuals and public relations, explanatory or advertising materials (not including the telephone number of the Branch); (d) As of the Closing Date, become the "holder", except as that term is defined in the Texas Property Code (Tex. Prop. Code Xxx. 73.001), of all Assumed Deposits that Buyer assumes under expressly provided by this Agreement. Buyer will be responsible for the escheat of any property for which it becomes the holder and 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) 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 Branch 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; (g) Continue to operate the Branch at its current location for a period of ninety (90) days after the Closing Date (unless Buyer has provided Seller written confirmation from Buyer's appropriate federal banking agency that any earlier change in location by Buyer would be exempt from the notice and other requirements of 12 U.S.C. (S).1831r-1); andARTICLE 5