Common use of Certain Transitional Matters Clause in Contracts

Certain Transitional Matters. From and after the Closing Date: (a) The Sellers acknowledge and agree that each Buyer shall have the right and authority to collect for the applicable Buyer’s own account all items which shall be transferred to such Buyer as provided herein; (b) Each Buyer shall have the right and authority to retain and endorse without recourse the name of any Seller on any check or any other evidence of indebtedness received by a Buyer on account of any of the Acquired Assets; Asset Purchase Agreement 38 (c) Each Seller shall promptly transfer and deliver to the Buyers without set-off any cash or other property, if any, that such Seller may receive related to the Acquired Assets; (d) The Buyers shall promptly transfer and deliver to the applicable Seller without set-off any cash or other property, if any, that the Buyers may receive related to the Excluded Assets; (e) The Buyers shall have complete control over the payment, settlement or other disposition of, or any dispute involving any Assumed Liabilities, and the Buyers shall have the right to conduct and control all negotiations and proceedings with respect thereto. The Sellers shall notify the Buyers promptly of any claim with respect to any Assumed Liabilities and shall not, except with the prior written consent of FTI and the Buyers, voluntarily make any payment of, or settle or offer to settle, or consent to any compromise with respect to, any such Assumed Liabilities. The Sellers shall cooperate with FTI and the Buyers in connection with any negotiations or proceedings involving any Assumed Liabilities; and (f) The Buyers acknowledge that after the Closing, the Sellers will not have the ability to collect the Accounts Receivable of the Sellers not included in the Acquired Assets (the “Sellers’ Book Debts”). The Buyers agree to use all commercially reasonable efforts in the Buyers’ Ordinary Course of Business to collect the Sellers’ Book Debts for a period of 120 days from the Closing, for the benefit of the Sellers. Each of the Sellers and the Principals hereby agrees to indemnify the Buyers and their Affiliates for all reasonable cost, liability or loss arising from or related to collection of the Sellers’ Book Debts. Neither the Buyers nor any of their Affiliates shall be liable to any of the Sellers for any failure to collect any of the Sellers’ Book Debts. The Sellers shall provide to the Buyers an itemized schedule of all of the Sellers’ Book Debts, showing details of each debtor’s name and address and invoices outstanding. The Buyers shall promptly account for the Sellers’ Book Debts and pay all such sums into the bank account of any Seller as directed in writing by the Sellers’ Representative. The Buyers shall not be obligated to take any legal or enforcement action against any debtor or other person to recover the Sellers’ Book Debts, and the Buyers shall not take any such action without the prior written consent of the Sellers’ Representative. The Sellers shall not for a period of 120 days from the Closing take any legal or enforcement action to recover the Sellers’ Book Debts without the prior written consent of FTI and the Buyers.

Certain Transitional Matters. From (a) Buyer will, at its cost and expense, notify the Depositors on or before the Closing Date of Buyer's pending assumption of the Deposits. To the extent Seller has the legal or regulatory authority to do so, Seller hereby consents to the Buyer's use, after the Effective Time, of Seller's ABA Routing Number. (b) Seller and Buyer will develop appropriate procedures and arrangements to provide for settlement by Buyer of checks, drafts, withdrawal orders, returns and other items that are drawn on or chargeable against the Deposits after the Closing Date. Seller will cooperate with Buyer and take all reasonable steps requested by Buyer to ensure that, on and after the Closing Date: (a) The Sellers acknowledge , each item drawn against a Deposit and agree that each Buyer shall have the right and authority encoded for presentment to collect Seller or to any bank for the applicable Buyer’s own account all items which shall be transferred to such Buyer as provided herein; (b) Each Buyer shall have the right and authority to retain and endorse without recourse the name of any Seller on any check or any other evidence of indebtedness received by a Buyer on account of any of the Acquired Assets; Asset Purchase Agreement 38Seller is delivered to Buyer in a timely manner and in accordance with applicable law and clearing house rule or agreement. (c) Each Buyer will pay in accordance with law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to Buyer drawn on the Deposits by means of checks, drafts or withdrawal order forms provided by Seller, and in all other respects discharge, in the usual course of the banking business, the duties and obligations of Seller shall promptly transfer and deliver with respect to the Buyers without set-off any cash or other property, if any, that such Seller may receive related to the Acquired Assets;Deposits. (d) The Buyers shall Buyer will pay promptly transfer and deliver to Seller an amount equal to the applicable Seller without set-off amount of any cash or checks, drafts, withdrawal orders and/or other property, if any, that items in the Buyers may receive related process of collection as of the Effective Time credited to the Excluded Assets;Deposits on or before the Closing Date which are returned to Seller or to Buyer after the Closing Date. Upon receipt of payment from Buyer, Seller will promptly assign to Buyer any item so received by Seller. (e) The Buyers shall have complete control over Seller will remit promptly to Buyer all payments on Loans, all amounts intended as Deposits and any other amounts properly payable to Buyer rather than Seller as a result of the payment, settlement or other disposition of, or any dispute involving any Assumed Liabilities, and transactions contemplated hereby which may be received by Seller after the Buyers shall have the right to conduct and control all negotiations and proceedings with respect thereto. The Sellers shall notify the Buyers promptly of any claim with respect to any Assumed Liabilities and shall not, except with the prior written consent of FTI and the Buyers, voluntarily make any payment of, or settle or offer to settle, or consent to any compromise with respect to, any such Assumed Liabilities. The Sellers shall cooperate with FTI and the Buyers in connection with any negotiations or proceedings involving any Assumed Liabilities; andEffective Time. (f) The Buyers acknowledge that after the Closing, the Sellers will not have the ability to collect the Accounts Receivable of the Sellers not included in the Acquired Assets (the “Sellers’ Book Debts”). The Buyers agree to use all commercially reasonable efforts in the Buyers’ Ordinary Course of Business to collect the Sellers’ Book Debts for For a period of 120 days twelve (12) months following the Closing Date, upon request either to Seller or Buyer from any state or the Closingfederal government to reclaim funds relating to forged or improperly credited or issued social security, for unemployment, welfare or similar checks credited by Seller to a Deposit account before the benefit Effective Time, Buyer hereby will honor such request, but only to the extent of the Sellersbalance in the relevant account at the date of such request. Each of the Sellers Buyer will assign to Seller all right, title and the Principals hereby agrees interest in any such check returned to indemnify the Buyers it by any such governmental entity and their Affiliates for all reasonable cost, liability or loss arising from or related to collection of the Sellers’ Book Debts. Neither the Buyers nor any of their Affiliates shall be Seller will remain liable to any of the Sellers for any failure to collect any of the Sellers’ Book Debts. The Sellers shall provide to the Buyers an itemized schedule of all of the Sellers’ Book Debts, showing details of each debtor’s name and address and invoices outstanding. The Buyers shall promptly account for the Sellers’ Book Debts and pay all such sums into the bank account of any Seller as directed in writing by the Sellers’ Representative. The Buyers shall not be obligated to take any legal or enforcement action against any debtor or other person to recover the Sellers’ Book Debts, and the Buyers shall not take any such action without the prior written consent of the Sellers’ Representative. The Sellers shall not for a period of 120 days from the Closing take any legal or enforcement action to recover the Sellers’ Book Debts without the prior written consent of FTI and the Buyersdeficiency still owing.

Certain Transitional Matters. From and after Following the Closing Date:Effective Date -------------------------------------------------------------- (a) The Sellers acknowledge Purchaser agrees to honor in accordance with law, up to the collected amount on deposit (and agree that each Buyer any other funds available by reason of any agreement between the depositor and the Purchaser), all properly drawn and presented checks, drafts, electronic debits and credits and withdrawal orders presented to the Purchaser by mail, over its counters, throughout the check clearing system, and Automated Clearing House of the banking industry, by depositors of the accounts assumed, whether drawn on the checks, withdrawal or draft forms provided by the Seller, or by the Purchaser, and all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors whose accounts are assumed by the Purchaser. The Purchaser's obligation under this Section to honor checks, withdrawal, draft forms and electronic debits and credits provided by the seller and carrying its imprint shall have expire at the right and authority close of business on the 90th business day following the effective date or a date mutually agreeable to collect for the applicable Buyer’s own account all items which shall be transferred to such Buyer as provided herein;both parties. (b) Each Buyer If any of such depositors, instead of accepting the obligation of the Purchaser to pay the Deposit Liabilities assumed, shall have demand payment from the right and authority to retain and endorse without recourse the name Seller for all or any part of any such assumed Deposit Liabilities, the Seller on any shall not be liable or responsible for making such payment. Instead, the Seller may, at its discretion, assume custody of the check or other item presented for payment, including electronic items, on an account which has been transferred with the Branches, batch such items and send them to the purchaser by fax and by mail within one day after receipt thereof by the Seller. The Seller shall not, at any other evidence time, be liable or responsible for making payment on such items by reason of indebtedness received by a Buyer on account its obtaining custody of any them for transmittal to the Purchaser. In order to reduce the continuing charges to the Seller through the check clearing system of the Acquired Assetsbanking industry which will result from check forms of the Seller being used after the Effective Date by the depositors whose accounts are assumed, the Purchaser agrees, at its cost and expense, on or immediately after (and in no event without the express written consent of the Seller, if prior to) the Effective Date, to notify depositors of the Purchaser's assumption of Deposit Liabilities and, at its sole cost and expense and without cost to depositors, to furnish each depositor of an assumed account with not less than fifty (50) checks on the forms of the Purchaser, with instructions to utilize the Purchaser's checks and to destroy unused checks of the Seller as of the Effective Date. Purchaser will send Seller a copy of notification letters forwarded to depositors by the Purchaser. The Seller hereby agrees that after the 90th business day following the effective date or a date mutually agreeable to both parties, it shall, with respect to the Branches, at its sole option, either: (1) return such check or other item with reference to the maker thereof; Asset Purchase Agreement 38or (2) assume custody thereof, batch the same and make it available to the Purchaser for pick-up in the manner aforesaid and telephone the Purchaser of the availability of the same for pick-up prior to 10:30 a.m. of the next banking day after receipt. 8 (c) Each The Purchaser agrees, no later than the start of the second business day after demand by the Seller, to pay the Seller shall promptly transfer and deliver an amount equivalent to the Buyers without set-off amount of any cash or other property, if any, that uncollected item included in a depositor's balance on the Effective Date which is returned after the Effective Date as not collected. The Purchaser shall be required to make such Seller may receive related payment for an item only up to the Acquired Assets;amount on deposit with the Purchaser at the time the Seller makes the demand aforesaid. (d) The Buyers Purchaser shall promptly transfer and deliver timely forward to Seller any mail, facsimile or other correspondence, received at any of the Branches after the Effective Date, that is (i) addressed to Seller, or (ii) addressed to Purchaser but relating to an obligation of Seller that originated prior to the applicable Seller without set-off any cash or other property, if any, that the Buyers may receive related to the Excluded Assets;Effective Date. (e) The Buyers shall have complete control over Purchaser acknowledges that the paymentcustomers set forth on Exhibit G (the "Equity Loan Customers"), settlement or other disposition ofattached hereto and made a part hereof, or any dispute involving any Assumed Liabilities, maintain with Seller (i) home equity loans and (ii) checking accounts. Seller has granted the Buyers shall have Equity Loan Customers preferred home equity loan interest rates ("Preferred Rates") in exchange for the right to conduct and control all negotiations and proceedings with respect theretocollect home equity loan payments via a direct reduction of the Equity Loan Customers' checking accounts. The Sellers Seller agrees to continue to offer the Preferred Rate to the Equity Loan Customers for so long as the Purchaser shall notify electronically transfer the Buyers promptly of any claim with respect monthly payments from the Equity Loan Customers' accounts to any Assumed Liabilities and shall not, except with Seller via the prior written consent of FTI and the Buyers, voluntarily make any payment of, or settle or offer to settle, or consent to any compromise with respect to, any such Assumed Liabilities. The Sellers shall cooperate with FTI and the Buyers in connection with any negotiations or proceedings involving any Assumed Liabilities; andAutomated Clearing House System. (f) The Buyers acknowledge that Adjustments after the ClosingEffective Date shall be made daily as may be required. Such adjustments shall be by wire transfer. (g) Approximately ten (10) days prior to the Effective Date, the Sellers Seller shall notify holders of ATM cards that all ATM cards will not have the ability to collect the Accounts Receivable be void as of the Sellers not included in the Acquired Assets (the “Sellers’ Book Debts”). The Buyers agree to use all commercially reasonable efforts in the Buyers’ Ordinary Course of Business to collect the Sellers’ Book Debts for a period of 120 days from the Closing, for the benefit of the Sellers. Each of the Sellers and the Principals hereby agrees to indemnify the Buyers and their Affiliates for all reasonable cost, liability or loss arising from or related to collection of the Sellers’ Book Debts. Neither the Buyers nor any of their Affiliates shall be liable to any of the Sellers for any failure to collect any of the Sellers’ Book Debts. The Sellers shall provide to the Buyers an itemized schedule of all of the Sellers’ Book Debts, showing details of each debtor’s name and address and invoices outstanding. The Buyers shall promptly account for the Sellers’ Book Debts and pay all such sums into the bank account of any Seller as directed in writing by the Sellers’ Representative. The Buyers shall not be obligated to take any legal or enforcement action against any debtor or other person to recover the Sellers’ Book Debts, and the Buyers shall not take any such action without the prior written consent of the Sellers’ Representative. The Sellers shall not for a period of 120 days from the Closing take any legal or enforcement action to recover the Sellers’ Book Debts without the prior written consent of FTI and the BuyersEffective Date.

Certain Transitional Matters. From 7.1. Transitional Action by Purchaser. Prior to and after the Closing DateClosing, unless otherwise indicated: (a) The Sellers acknowledge After the Closing, Purchaser shall: (i) pay in accordance with the law and agree customary banking practices all properly drawn and presented checks, drafts, debits and withdrawal orders presented to Purchaser by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the accounts assumed by Purchaser hereunder, whether drawn on checks, drafts or withdrawal order forms provided by Seller or by Purchaser; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of Seller with respect to the balances due and owing to the depositors whose accounts are assumed by Purchaser hereunder; provided, however, that each Buyer Purchaser's obligations pursuant to this Section 7.1 to honor checks, drafts and withdrawal orders on forms provided by Seller and carrying its imprint (including its name and transit routing number) shall have not apply to any such check, draft or withdrawal order presented to Purchaser more than one hundred eighty (180) days following the right and authority to collect for the applicable Buyer’s own account all items which shall be transferred to such Buyer as provided herein;Closing Date; and (b) Each Buyer After the Closing, if any depositors of the accounts assumed by Purchaser hereunder, instead of accepting the obligation of Purchaser to pay the Deposit Liabilities (including accrued interest thereon) assumed hereunder, shall have the right and authority to retain and endorse without recourse the name demand payment from Seller for all or any part of any such assumed Deposit Liabilities (including accrued interest thereon), Purchaser shall acknowledge that Seller on shall not be liable or responsible for making such payment. If any check such depositors draw a check, draft or withdrawal order against the Deposit Liabilities (including accrued interest thereon) assumed by Purchaser hereunder which is presented or charged to Seller after the Closing Date, and Seller elects to pay the same, Purchaser shall immediately, upon demand, reimburse Seller for any other evidence of indebtedness received such payments or charges but only to the extent funds are available in such depositor's Deposit Liability account; provided, however, that Seller shall not be deemed to have made any representations or warranties to Purchaser with respect to any such checks, drafts or withdrawal orders and any such representations or warranties implied by a Buyer on account of any of the Acquired Assetslaw are hereby disclaimed; Asset Purchase Agreement 38and (c) Each Purchaser shall make appropriate arrangements with Seller shall promptly transfer and deliver at or prior to the Buyers without set-off any cash Closing to provide for settlement by Purchaser of checks, returns and other items which are presented to Seller after the Closing Date and which are drawn on or other property, if any, that such Seller may receive related chargeable to the Acquired Assets;accounts which have been assumed by Purchaser hereunder; and (d) The Buyers On that date which is thirty (30) days after the Closing Date, Seller shall promptly transfer and deliver pay to Purchaser an amount equal to the applicable lesser of: (i) the amount of any overdraft which existed as of the Closing Date on each Deposit Account assumed by Purchaser hereunder; or (ii) the amount of any remaining overdraft, which continues to exist on each Deposit Account that was originally overdrawn as of the close of business on the business day immediately preceding the Closing Date. However, for an account which had an overdraft as of the Closing Date, which overdraft has been reduced to zero with collected funds at any time during such thirty day period, no amount shall be payable by Seller without set-off any cash or other property, if any, that the Buyers may receive related to the Excluded Assets;Purchaser; and (e) Purchaser and Seller shall, at a mutually agreeable time which in no event shall be earlier than the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement nor later than twenty-five (25) days prior to the Closing Date, notify all depositors of the Branches by a joint mailing containing a mutually acceptable text to Seller and Purchaser calculated to provide necessary and specific information to the owners of particular types of accounts, of Purchaser's pending assumption of the Deposit Liabilities hereunder, including specific information about procedures for the delivery of necessary forms and checks of Purchaser and, in appropriate instances, notify depositors that on and after the Closing Date those Seller deposit-related services which will be terminated. Each party shall bear its own cost for the design and printing of the material included in such joint mailing which pertains to that party. The Buyers cost for the purchase of the envelopes used in each joint mailing shall have complete control over the payment, settlement or other disposition of, or any dispute involving any Assumed Liabilities, and the Buyers be shared equally. Purchaser shall have the right to conduct responsibility for placing such joint mailing into the mail and control all negotiations and proceedings with respect thereto. The Sellers shall notify invoice Seller for one-half of the Buyers promptly of any claim postage paid with respect to any Assumed Liabilities and such mailing. Seller shall not, except provide Purchaser with the prior written consent two (2) sets of FTI and the Buyers, voluntarily make any payment of, or settle or offer to settle, or consent to any compromise with respect to, any such Assumed Liabilities. The Sellers shall cooperate with FTI and the Buyers in connection with any negotiations or proceedings involving any Assumed Liabilitiesall appropriate mailing labels of applicable customer addresses at Seller's expense; and (f) Prior to the Closing Date, Purchaser shall separately furnish appropriate depositors by mail with brochures, forms and other written materials related or necessary to the assumption of the Deposit Liabilities by Purchaser and the conversion of said accounts to Purchaser accounts, including provisions for checks to appropriate depositors using the forms of Purchaser with instructions to such depositors to utilize such Purchaser checks on and after the Closing Date and thereafter to destroy any unused checks on Seller's forms. The Buyers acknowledge mailing containing such brochures, forms or other written materials of Purchaser shall be sent no later than the earlier of fifteen (15) days or such other period as may otherwise be required by applicable laws, rules and regulations prior to the Closing Date and no later than the time prior to the Closing Date reasonably deemed necessary by Purchaser to provide depositors with all necessary forms to accomplish the assumption of the Deposit Liabilities, provided that no check forms of Purchaser shall be provided to depositors earlier than five (5) days prior to the Closing Date or later than five (5) days after the Closing Date. The expenses of the printing, processing and mailing of such information of Purchaser shall be borne by Purchaser. The expenses of providing new Purchaser checks and other forms and written materials to appropriate customers shall be that of Purchaser. Before Closing, except as provided in this paragraph, Purchaser will not contact Seller's customers except as may occur in connection with advertising or solicitations directed to the public generally or except as necessary to accomplish an orderly transition of the Deposit Accounts to Purchaser, provided that such contacts do not occur until after the mailing of the material described in Section 7.1(e) hereof; and (g) All tasks and obligations concerning the provision of data processing services to or for the Assets and Deposit Liabilities after the Closing, other than those specifically set forth in, and to the Sellers will not have extent assumed by Seller pursuant to Section 7.2(b) herein, are the ability to collect the Accounts Receivable of the Sellers not included in the Acquired Assets (the “Sellers’ Book Debts”). The Buyers agree to use all commercially reasonable efforts in the Buyers’ Ordinary Course of Business to collect the Sellers’ Book Debts for a period of 120 days from the Closingsole and exclusive responsibility of, for the benefit of the Sellers. Each of the Sellers and the Principals hereby agrees to indemnify the Buyers and their Affiliates for all reasonable cost, liability or loss arising from or related to collection of the Sellers’ Book Debts. Neither the Buyers nor any of their Affiliates shall be liable to any of the Sellers for any failure to collect any of the Sellers’ Book Debts. The Sellers shall provide to the Buyers an itemized schedule of all of the Sellers’ Book Debtsperformed solely and exclusively by, showing details of each debtor’s name and address and invoices outstanding. The Buyers shall promptly account for the Sellers’ Book Debts and pay all such sums into the bank account of any Seller as directed in writing by the Sellers’ Representative. The Buyers shall not be obligated to take any legal or enforcement action against any debtor or other person to recover the Sellers’ Book Debts, and the Buyers shall not take any such action without the prior written consent of the Sellers’ Representative. The Sellers shall not for a period of 120 days from the Closing take any legal or enforcement action to recover the Sellers’ Book Debts without the prior written consent of FTI and the BuyersPurchaser.

Certain Transitional Matters. From and after Following the Closing Date: (a) The Sellers acknowledge Purchaser agrees to pay in accordance with law and agree that each Buyer shall have customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to Purchaser by mail, over the right counter or through the check clearing system of the banking industry, by depositors of the accounts assumed, whether drawn on the checks, withdrawal or draft forms provided by Seller or by Purchaser, and authority in all other respects to collect for discharge, in the applicable Buyer’s own account all items which shall be transferred usual course of the banking business, the duties and obligations of Seller with respect to such Buyer as provided herein;the balances due and owing to the depositors whose accounts are assumed by Purchaser. (b) Each Buyer If any of such depositors, instead of accepting the obligation of Purchaser to pay the deposit liabilities assumed, shall have the right and authority to retain and endorse without recourse the name demand payment from Seller for all or any part of any such assumed deposit liabilities, Seller shall not be liable or responsible for making such payments; provided if Seller pays the same, Purchaser agrees to reimburse Seller for any such payments or charges. Seller and Purchaser shall make appropriate arrangements, including but not limited to the transfer by Seller to Purchaser of banking industry routing numbers, to provide for settlement by Purchaser of checks, returns and other items which are presented after the Closing Date and which are drawn on any check or any other evidence of indebtedness received chargeable to accounts which have been assumed by a Buyer on account of any Purchaser. In addition, subsequent to regulatory approval, Seller will notify its affected customers by letter of the Acquired Assets; Asset Purchase Agreement 38pending assignment of Seller's deposit accounts to Purchaser, which notice shall be at Seller's cost and expense. (c) Each Purchaser agrees to pay promptly to Seller shall promptly transfer and deliver an amount equivalent to the Buyers without set-off amount of any cash checks, drafts or other property, if any, that such withdrawal orders credited to an assumed account as of the Closing Date which are returned to Seller after the Closing Date. Seller may receive related to charge this settlement account established by Purchaser hereunder in the Acquired Assets;amount of any such item(s). (d) The Buyers shall promptly transfer and deliver If the balance due on any loan purchased pursuant to SECTION 2.2 has been reduced by Seller as a result of a payment by check received prior to the applicable Seller without set-off any cash or other propertyClosing Date, if any, that the Buyers may receive related to the Excluded Assets; (e) The Buyers shall have complete control over the payment, settlement or other disposition of, or any dispute involving any Assumed Liabilities, and the Buyers shall have the right to conduct and control all negotiations and proceedings with respect thereto. The Sellers shall notify the Buyers promptly of any claim with respect to any Assumed Liabilities and shall not, except with the prior written consent of FTI and the Buyers, voluntarily make any payment of, or settle or offer to settle, or consent to any compromise with respect to, any such Assumed Liabilities. The Sellers shall cooperate with FTI and the Buyers in connection with any negotiations or proceedings involving any Assumed Liabilities; and (f) The Buyers acknowledge that which item is returned after the ClosingClosing Date, the Sellers will not have asset value represented by the ability to collect the Accounts Receivable of the Sellers not included in the Acquired Assets (the “Sellers’ Book Debts”). The Buyers agree to use all commercially reasonable efforts in the Buyers’ Ordinary Course of Business to collect the Sellers’ Book Debts for a period of 120 days from the Closing, for the benefit of the Sellers. Each of the Sellers and the Principals hereby agrees to indemnify the Buyers and their Affiliates for all reasonable cost, liability or loss arising from or related to collection of the Sellers’ Book Debts. Neither the Buyers nor any of their Affiliates loan transferred shall be liable correspondingly increased and an amount in cash equal to any of the Sellers for any failure such increase shall be paid by Purchaser to collect any of the Sellers’ Book Debts. The Sellers shall provide to the Buyers an itemized schedule of all of the Sellers’ Book Debts, showing details of each debtor’s name and address and invoices outstanding. The Buyers shall Seller promptly account for the Sellers’ Book Debts and pay all such sums into the bank account of any Seller as directed in writing by the Sellers’ Representative. The Buyers shall not be obligated to take any legal or enforcement action against any debtor or other person to recover the Sellers’ Book Debts, and the Buyers shall not take any such action without the prior written consent of the Sellers’ Representative. The Sellers shall not for a period of 120 days from the Closing take any legal or enforcement action to recover the Sellers’ Book Debts without the prior written consent of FTI and the Buyersupon demand.

Certain Transitional Matters. From and after Following the Closing Effective Date: (a) The Sellers acknowledge Purchaser agrees to pay in accordance with law and agree that each Buyer customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to the Purchaser by mail, over the counter or through the check clearing system of the banking industry, by depositors of the Deposit Liabilities (but in no event in an amount in excess of the collected balance of the respective deposit account), whether drawn on the checks, drafts or withdrawal order forms provided by the Seller or by the Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors whose accounts are assumed by the Purchaser. The Purchaser's obligation under this paragraph to honor checks, drafts and withdrawal orders on forms provided by the Seller and carrying its imprint (including name and transit routing number) shall have not apply to any such check, draft or withdrawal order presented to Purchaser more than sixty (60) days following the right and authority to collect for the applicable Buyer’s own account all items which shall be transferred to such Buyer as provided herein;Effective Date. (b) Each Buyer If any depositor draws a check, draft or withdrawal order against the Deposit Liabilities which is presented or charged to the Seller within sixty (60) days after the Effective Date, the Seller shall pay the same and the Purchaser agrees to reimburse the Seller for any such payments or charges, provided there are sufficient funds in the depositor's account. The Seller shall not be deemed to have made any representation or warranty to the right Purchaser with respect to any such checks, drafts or withdrawal orders of depositors whose accounts have been assumed by the Purchaser, and authority any such representations or warranties implied by law are hereby disclaimed. The Purchaser will settle with the Seller, on a weekly basis, any such checks, drafts or orders of withdrawal presented by Seller to retain and endorse without recourse Purchaser for reimbursement. In order to reduce the name of any continuing charges to the Seller on any through the check or any other evidence of indebtedness received by a Buyer on account of any clearing system of the Acquired Assets; Asset Purchase Agreement 38banking industry which will result from check forms of the Seller being used after the Effective Date by the depositors whose accounts are assumed, the Purchaser agrees, at its cost and expense, and without charge to such depositors, to notify such depositors, within thirty (30) days following the Effective Date, of the Purchaser's assumption of Deposit Liabilities and to furnish each depositor of an assumed checking account with checks on the forms of the Purchaser with instructions to utilize the Purchaser's checks and to destroy unused checks of the Seller. In addition, subsequent to regulatory approval of the transactions contemplated hereunder, the Seller will notify its affected depositors by letter, in a form mutually acceptable to the Seller and the Purchaser, of the pending assignment to the Purchaser of the Deposit Liabilities and business operations at the Branches which notice shall be at the Seller's cost and expense. (c) Each Seller shall promptly transfer and deliver The Purchaser will pay to the Buyers without set-off Seller, on a weekly basis, an amount equivalent to the amount of any cash checks, drafts or other property, if any, withdrawal orders credited to an account which has been assumed by the Purchaser which are returned to the Seller after the Effective Date and require that such Seller may receive related account be debited, to the Acquired Assets;extent that sufficient funds exist in such account. (d) The Buyers shall promptly transfer and deliver Manifest errors in calculation or data entry relating to any amounts supplied hereunder may be corrected by notice to the applicable Seller without setother party within forty-off five (45) days after the Effective Date. Each party hereunder agrees to take any cash action, including the payment of money or the amendment of any records, necessary to reflect such correction within five (5) business days after receiving such notice from the other property, if any, that the Buyers may receive related to the Excluded Assets;party. (e) The Buyers Seller shall have complete control over forward to Purchaser: (i) by facsimile on the paymentday received by Seller, settlement (A) any ACH debit or credit to a deposit account, (B) any returned check related to a deposit account, in each case with any information related thereto, (C) checks drawn against deposit accounts and paid by Seller in accordance with (b) above and (D) any payments which are accepted by the Seller on or after the Effective Date that relate in any way to the Loans, with sufficient information so that any such payments may be properly applied; (ii) by overnight courier, within two (2) business days of receipt by Seller the original physical item referred to in (i) above; (iii) by facsimile, on the day received by Seller, followed by the original, by overnight courier, within two (2) business days after received by Seller, any notices or other disposition ofcorrespondence received on or after the Effective Date that relate to (A) transactions occurring on or after the Effective Date or (B) general customer issues, or any dispute involving any Assumed Liabilities, and the Buyers shall have the right to conduct and control all negotiations and proceedings with respect thereto. The Sellers shall notify the Buyers promptly of any claim in each case with respect to any Assumed Liabilities and shall not, except with the prior written consent of FTI and the Buyers, voluntarily make any payment of, Loans or settle or offer to settle, or consent to any compromise with respect to, any such Assumed Liabilities. The Sellers shall cooperate with FTI and the Buyers in connection with any negotiations or proceedings involving any Assumed Liabilities; anddeposit accounts. (f) The Buyers acknowledge that Purchaser shall pay to Seller no later than the start of the second business day after the Closingoriginal item is received by Purchaser, (i) an amount equal to 100% of any uncollected item deposited into a deposit account prior to the Sellers will Effective Date which is returned on or after the Effective Date for any reason as not have collected, (ii) the ability amount of any checks drawn against a deposit account paid by Seller in accordance with (b) above and (iii) ACH debits to collect deposit accounts paid by Seller in accordance with (b) above, net of Loan payments received by Seller on or after the Accounts Receivable of Effective Date and ACH credits relating to a deposit account received by Seller on or after the Sellers not included in Effective Date. (g) From and after the Acquired Assets (the “Sellers’ Book Debts”). The Buyers agree to use all commercially reasonable efforts in the Buyers’ Ordinary Course of Business to collect the Sellers’ Book Debts for a period of 120 days from the Closing, for the benefit of the Sellers. Each of the Sellers and the Principals hereby Effective Date Seller agrees to indemnify the Buyers and their Affiliates for promptly respond to all reasonable costinquiries, liability notices or loss arising from correspondence by deposit account or related to collection of the Sellers’ Book Debts. Neither the Buyers nor Loan customers regarding any of their Affiliates shall be liable to any of the Sellers for any failure to collect any of the Sellers’ Book Debts. The Sellers shall provide account transaction occurring prior to the Buyers an itemized schedule Effective Date, affording to such persons the same level of all of customer service as Seller provides to its own customers. If any such inquiry, notice or correspondence is received by Purchaser, Purchaser agrees to forward such inquiry, notice or correspondence to Seller, by facsimile on the Sellers’ Book Debts, showing details of each debtor’s name and address and invoices outstanding. The Buyers shall promptly account for the Sellers’ Book Debts and pay all such sums into the bank account of any Seller as directed in writing day received by the Sellers’ Representative. The Buyers shall not be obligated to take any legal or enforcement action against any debtor or other person to recover the Sellers’ Book DebtsPurchaser, and forward the Buyers shall not take any such action without the prior written consent of the Sellers’ Representative. The Sellers shall not for a period of 120 original inquiry to Seller, by overnight courier, within two (2) business days from the Closing take any legal or enforcement action to recover the Sellers’ Book Debts without the prior written consent of FTI and the Buyersfollowing receipt thereof by Purchaser.

Certain Transitional Matters. From Following the Closing, Seller shall make available the reasonable use of its staff and after employees who are familiar with the Closing Date: Business to answer questions and provide information to enable Buyer to integrate the operations, facilities and personnel included with the Business with the other funeral and cemetery operations of Buyer and its affiliates. In addition, Buyer may have, for a period of up to 45 days following the Closing, the use of the Seller’s standard preneed contract forms currently in effect and being used in the Business (a“Preneed Contract Forms”), until such time (within such 45-day period) The Sellers acknowledge and agree that each as Buyer shall have the right and authority to collect obtains applicable regulatory approval for the applicable use of Buyer’s own account all items which shall be transferred preneed contract forms, as well as the use of the Seller’s sales presentation materials currently in effect and being used in the Business (“Sales Presentation Materials”), until such time (within such 45-day period) as Buyer trains the sales counselors at the Business in the use of Buyer’s own sales presentation materials. The consent to such Buyer as provided herein; the limited-term use of the Preneed Contract Forms and Sales Presentation Materials (bcollectively, “Seller Materials”) Each Buyer shall have the right constitutes a non-transferable license only and authority to retain and endorse without recourse the name does not constitute any conveyance of any proprietary interest therein to Buyer. Any proprietary rights in the Seller on any check or any other evidence of indebtedness received by Materials do not constitute a Buyer on account of any portion of the Acquired “Assets; Asset Purchase Agreement 38 (c) Each Seller shall promptly transfer and deliver ” within the meaning hereof. Buyer will continue to the Buyers without set-off any cash or other property, if any, that such Seller may receive related to the Acquired Assets; (d) The Buyers shall promptly transfer and deliver to the applicable Seller without set-off any cash or other property, if any, that the Buyers may receive related to the Excluded Assets; (e) The Buyers shall have complete control over the payment, settlement or other disposition of, or any dispute involving any Assumed Liabilities, and the Buyers shall have the right to conduct retain copies of all preneed contracts entered into before the Closing and control all negotiations and proceedings with respect theretoduring the 45-day period referred to above. The Sellers Seller Materials may be used only for the limited purposes described herein and only at the Business. Buyer shall notify clearly delete all references to Seller in connection with their usage of the Buyers promptly Seller Materials, including (without limitation) its corporate or other proprietary names and logos. Seller makes no representation or warranty regarding the sufficiency or legality of any claim or otherwise regarding Buyer’s use of the Seller Materials. The foregoing reservation does not, however, affect the representations of Seller contained herein with respect to any Assumed Liabilities and shall not, except with the Seller Materials used prior written consent of FTI and the Buyers, voluntarily make any payment of, or settle or offer to settle, or consent to any compromise with respect to, any such Assumed Liabilities. The Sellers shall cooperate with FTI and the Buyers in connection with any negotiations or proceedings involving any Assumed Liabilities; and (f) The Buyers acknowledge that after the Closing, the Sellers will not have the ability to collect the Accounts Receivable of the Sellers not included in the Acquired Assets (the “Sellers’ Book Debts”). The Buyers agree to use all commercially reasonable efforts in the Buyers’ Ordinary Course of Business to collect the Sellers’ Book Debts for a period of 120 days from the Closing, for the benefit of the Sellers. Each of the Sellers and the Principals hereby agrees to indemnify the Buyers and their Affiliates for all reasonable cost, liability or loss arising from or related to collection of the Sellers’ Book Debts. Neither the Buyers nor any of their Affiliates shall be liable to any of the Sellers for any failure to collect any of the Sellers’ Book Debts. The Sellers shall provide to the Buyers an itemized schedule of all of the Sellers’ Book Debts, showing details of each debtor’s name and address and invoices outstanding. The Buyers shall promptly account for the Sellers’ Book Debts and pay all such sums into the bank account of any Seller as directed in writing by the Sellers’ Representative. The Buyers shall not be obligated to take any legal or enforcement action against any debtor or other person to recover the Sellers’ Book Debts, and the Buyers shall not take any such action without the prior written consent of the Sellers’ Representative. The Sellers shall not for a period of 120 days from the Closing take any legal or enforcement action to recover the Sellers’ Book Debts without the prior written consent of FTI and the Buyers.

Certain Transitional Matters. From (a) Buyer shall, at its cost and expense, notify the Depositors on or before the Closing Date of Buyer's pending assumption of the Deposits and furnish each appropriate Depositor with checks on the forms of Buyer and with instructions to utilize Buyer's checks and to destroy unused checks of Seller after the Closing Date. (b) For sixty (60) days following the Closing Date, Buyer shall pay in accordance with law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to Buyer drawn on the Deposits by means of checks, drafts or withdrawal order forms provided by Seller, and in all other respects discharge, in the usual course of the banking business, the duties and obligations of Seller with respect to the Deposits. (c) Prior to the Closing Date, Seller and Buyer will develop appropriate procedures and arrangements to provide for settlement by Buyer of checks, drafts, withdrawal orders, returns and other items that are drawn on or chargeable against Deposits after the Closing Date. Seller will cooperate with Buyer and take all reasonable steps requested by Buyer to ensure that, on and after the Closing Date: (a) The Sellers acknowledge , each item drawn against a Deposit and agree that each Buyer shall have the right and authority encoded for presentment to collect Seller or to any bank for the applicable Buyer’s own account all items which shall be transferred to such Buyer as provided herein; (b) Each Buyer shall have the right and authority to retain and endorse without recourse the name of any Seller on any check or any other evidence of indebtedness received by a Buyer on account of any of the Acquired Assets; Asset Purchase Agreement 38 (c) Each Seller shall promptly transfer is delivered to Buyer in a timely manner and deliver to the Buyers without set-off any cash in accordance with applicable law and clearing house rule or other property, if any, that such Seller may receive related to the Acquired Assets;agreement. (d) The Buyers Buyer shall pay promptly to Seller an amount equal to the amount of any checks, drafts, withdrawal orders and/or other items in the process of collection as of the Effective Time credited to the Deposits on or before the Closing Date which are returned to Seller or to Buyer after the Closing Date. Upon receipt of payment from Buyer, Seller shall promptly transfer and deliver assign to the applicable Seller without set-off Buyer any cash or other property, if any, that the Buyers may receive related to the Excluded Assets;item so received by Seller. (e) The Buyers Seller shall have complete control over remit promptly to Buyer all payments on Loans, all amounts intended as Deposits and any other amounts properly payable to Buyer rather than Seller as a result of the payment, settlement transactions contemplated hereby which may be received by Seller after the Effective Time. If the balance due on any Loan was reduced by Seller as a result of a payment made by check or other disposition of, or any dispute involving any Assumed Liabilitiesinstrument received prior to the Effective Time, and such instrument is returned after the Buyers Effective Time as uncollectible, Buyer shall have promptly remit to Seller an amount equal to the right amount of such payment. Upon receipt of payment from Buyer, Seller shall promptly assign to conduct Buyer all right, title and control all negotiations and proceedings with respect thereto. The Sellers shall notify the Buyers promptly of any claim with respect to any Assumed Liabilities and shall not, except with the prior written consent of FTI and the Buyers, voluntarily make any payment of, or settle or offer to settle, or consent to any compromise with respect to, any interest in such Assumed Liabilities. The Sellers shall cooperate with FTI and the Buyers in connection with any negotiations or proceedings involving any Assumed Liabilities; anduncollected instrument. (f) The Buyers acknowledge Seller shall provide automated clearinghouse ("ACH") transactions received, promptly upon receipt by Seller, to Buyer for period of ninety (90) days following the Closing Date. Seller shall remain liable for any ACH deposits received prior to the Closing Date that may subsequently become subject to a reclamation request. (g) Upon request after the ClosingClosing Date either to Seller or Buyer from any state or the federal government to reclaim funds relating to forged or improperly credited or issued social security, unemployment, welfare or similar checks credited by Seller prior to the Sellers will not have the ability Effective Time to collect the Accounts Receivable of the Sellers not included in the Acquired Assets (the “Sellers’ Book Debts”). The Buyers agree to use all commercially reasonable efforts in the Buyers’ Ordinary Course of Business to collect the Sellers’ Book Debts for a period of 120 days from the ClosingDeposit, for the benefit of the Sellers. Each of the Sellers and the Principals Buyer hereby agrees to indemnify honor such request, but only to the Buyers and their Affiliates for all reasonable cost, liability or loss arising from or related to collection extent of the Sellers’ Book Debtsbalance in the relevant account at the date of such request. Neither the Buyers nor Buyer shall assign to Seller all right, title and interest in any of their Affiliates such check returned to it by any such governmental entity and Seller shall be remain liable to any of the Sellers for any failure to collect any of the Sellers’ Book Debts. The Sellers shall provide to the Buyers an itemized schedule of all of the Sellers’ Book Debts, showing details of each debtor’s name and address and invoices outstanding. The Buyers shall promptly account for the Sellers’ Book Debts and pay all such sums into the bank account of any Seller as directed in writing by the Sellers’ Representative. The Buyers shall not be obligated to take any legal or enforcement action against any debtor or other person to recover the Sellers’ Book Debts, and the Buyers shall not take any such action without the prior written consent of the Sellers’ Representative. The Sellers shall not for a period of 120 days from the Closing take any legal or enforcement action to recover the Sellers’ Book Debts without the prior written consent of FTI and the Buyersdeficiency still owing.

Certain Transitional Matters. From and after Following the Closing Effective Date: (a) Purchaser agrees to pay in accordance with law all properly drawn and presented checks, drafts, and withdrawal orders presented to Purchaser by mail, over its counters or through the check clearing system of the banking industry, by depositors of the deposit accounts assumed by Purchaser hereunder, whether drawn on the checks, withdrawal, or draft forms provided by the Company or by Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Company with respect to the balances due and owing to the depositors whose accounts are assumed by Purchaser hereunder. The Sellers acknowledge Purchaser’s obligation under this Section 1.5(a) to honor checks, withdrawal, or draft forms provided by the Company and agree that each Buyer carrying its imprint shall have expire at the right and authority to collect for close of business on the applicable Buyer’s own account all items which shall be transferred to such Buyer as provided herein;45th business day following the Effective Date. (b) Each Buyer If any of such depositors, instead of accepting the obligation of Purchaser to pay the deposit liabilities assumed, shall have demand payment from the right and authority to retain and endorse without recourse the name Company for all or any part of any Seller on any such assumed deposit liabilities, the Company shall not be liable or responsible for making such payment. Instead, the Company may, at its discretion, assume custody of the check or other item presented for payment on an account which has been transferred to Purchaser, batch such items and forward them to the Purchaser at such locations as the Purchaser may direct in writing. The Company shall not, at any other evidence time, be liable or responsible for making payment on such items by reason of indebtedness received by a Buyer on account its obtaining custody of any them for transmittal to the Purchaser. In order to reduce the continuing charges to the Company through the check clearing system of the Acquired Assets; Asset Purchase Agreement 38banking industry which will result from check forms of the Company being used after the Effective Date by the depositors whose accounts are assumed, Purchaser agrees, at its cost and expense, as soon as reasonably possible after the Effective Date, to notify depositors of the Purchaser’s assumption of deposit liabilities in writing in a form to be drafted by Purchaser and reasonably satisfactory to the Company, and to furnish each depositor of an assumed account with checks on the forms of Purchaser, with instructions to utilize Purchaser’s checks and to destroy unused checks of the Company as of the Effective Date. (c) Each Seller shall promptly transfer and deliver Purchaser agrees, no later than the start of the second business day after demand by the Company, to pay the Company an amount equivalent to the Buyers without set-off amount of any cash or other property, if any, that uncollected item included in a depositor’s balance on the Effective Date which is returned after the Effective Date as not collected. Purchaser shall be required to make such Seller may receive related payment for an item only up to the Acquired Assets; (d) The Buyers shall promptly transfer and deliver to the applicable Seller without set-off any cash or other property, if any, that the Buyers may receive related to the Excluded Assets; (e) The Buyers shall have complete control over the payment, settlement or other disposition of, or any dispute involving any Assumed Liabilities, and the Buyers shall have the right to conduct and control all negotiations and proceedings with respect thereto. The Sellers shall notify the Buyers promptly of any claim with respect to any Assumed Liabilities and shall not, except amount on deposit with the prior written consent of FTI and Purchaser at the Buyers, voluntarily make any payment of, or settle or offer to settle, or consent to any compromise with respect to, any such Assumed Liabilities. The Sellers shall cooperate with FTI and time the Buyers in connection with any negotiations or proceedings involving any Assumed Liabilities; and (f) The Buyers acknowledge that after Company makes the Closing, the Sellers will not have the ability to collect the Accounts Receivable of the Sellers not included in the Acquired Assets (the “Sellers’ Book Debts”). The Buyers agree to use all commercially reasonable efforts in the Buyers’ Ordinary Course of Business to collect the Sellers’ Book Debts for a period of 120 days from the Closing, for the benefit of the Sellers. Each of the Sellers and the Principals hereby agrees to indemnify the Buyers and their Affiliates for all reasonable cost, liability or loss arising from or related to collection of the Sellers’ Book Debts. Neither the Buyers nor any of their Affiliates shall be liable to any of the Sellers for any failure to collect any of the Sellers’ Book Debts. The Sellers shall provide to the Buyers an itemized schedule of all of the Sellers’ Book Debts, showing details of each debtor’s name and address and invoices outstanding. The Buyers shall promptly account for the Sellers’ Book Debts and pay all such sums into the bank account of any Seller as directed in writing by the Sellers’ Representative. The Buyers shall not be obligated to take any legal or enforcement action against any debtor or other person to recover the Sellers’ Book Debts, and the Buyers shall not take any such action without the prior written consent of the Sellers’ Representative. The Sellers shall not for a period of 120 days from the Closing take any legal or enforcement action to recover the Sellers’ Book Debts without the prior written consent of FTI and the Buyersdemand aforesaid.

Certain Transitional Matters. From and after Following the Closing Effective Date: (a) Purchaser agrees to pay in accordance with law all properly drawn and presented checks, drafts, and withdrawal orders presented to Purchaser by mail, over its counters or through the check clearing system of the banking industry, by depositors of the deposit accounts assumed by Purchaser hereunder, whether drawn on the checks, withdrawal, or draft forms provided by the Company or by Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Company with respect to the balances due and owing to the depositors whose accounts are assumed by Purchaser hereunder. The Sellers acknowledge Purchaser's obligation under this Section 1.5(a) to honor checks, withdrawal, or draft forms provided by the Company and agree that each Buyer carrying its imprint shall have expire at the right and authority to collect for close of business on the applicable Buyer’s own account all items which shall be transferred to such Buyer as provided herein;45th business day following the Effective Date. (b) Each Buyer If any of such depositors, instead of accepting the obligation of Purchaser to pay the deposit liabilities assumed, shall have demand payment from the right and authority to retain and endorse without recourse the name Company for all or any part of any Seller on any such assumed deposit liabilities, the Company shall not be liable or responsible for making such payment. Instead, the Company may, at its discretion, assume custody of the check or other item presented for payment on an account which has been transferred to Purchaser, batch such items and forward them to the Purchaser at such locations as the Purchaser may direct in writing. The Company shall not, at any other evidence time, be liable or responsible for making payment on such items by reason of indebtedness received by a Buyer on account its obtaining custody of any them for transmittal to the Purchaser. In order to reduce the continuing charges to the Company through the check clearing system of the Acquired Assets; Asset Purchase Agreement 38banking industry which will result from check forms of the Company being used after the Effective Date by the depositors whose accounts are assumed, Purchaser agrees, at its cost and expense, as soon as reasonably possible after the Effective Date, to notify depositors of the Purchaser's assumption of deposit liabilities in writing in a form to be drafted by Purchaser and reasonably satisfactory to the Company, and to furnish each depositor of an assumed account with checks on the forms of Purchaser, with instructions to utilize Purchaser's checks and to destroy unused checks of the Company as of the Effective Date. (c) Each Seller shall promptly transfer and deliver Purchaser agrees, no later than the start of the second business day after demand by the Company, to pay the Company an amount equivalent to the Buyers without set-off amount of any cash or other property, if any, that uncollected item included in a depositor's balance on the Effective Date which is returned after the Effective Date as not collected. Purchaser shall be required to make such Seller may receive related payment for an item only up to the Acquired Assets; (d) The Buyers shall promptly transfer and deliver to the applicable Seller without set-off any cash or other property, if any, that the Buyers may receive related to the Excluded Assets; (e) The Buyers shall have complete control over the payment, settlement or other disposition of, or any dispute involving any Assumed Liabilities, and the Buyers shall have the right to conduct and control all negotiations and proceedings with respect thereto. The Sellers shall notify the Buyers promptly of any claim with respect to any Assumed Liabilities and shall not, except amount on deposit with the prior written consent of FTI and Purchaser at the Buyers, voluntarily make any payment of, or settle or offer to settle, or consent to any compromise with respect to, any such Assumed Liabilities. The Sellers shall cooperate with FTI and time the Buyers in connection with any negotiations or proceedings involving any Assumed Liabilities; and (f) The Buyers acknowledge that after Company makes the Closing, the Sellers will not have the ability to collect the Accounts Receivable of the Sellers not included in the Acquired Assets (the “Sellers’ Book Debts”). The Buyers agree to use all commercially reasonable efforts in the Buyers’ Ordinary Course of Business to collect the Sellers’ Book Debts for a period of 120 days from the Closing, for the benefit of the Sellers. Each of the Sellers and the Principals hereby agrees to indemnify the Buyers and their Affiliates for all reasonable cost, liability or loss arising from or related to collection of the Sellers’ Book Debts. Neither the Buyers nor any of their Affiliates shall be liable to any of the Sellers for any failure to collect any of the Sellers’ Book Debts. The Sellers shall provide to the Buyers an itemized schedule of all of the Sellers’ Book Debts, showing details of each debtor’s name and address and invoices outstanding. The Buyers shall promptly account for the Sellers’ Book Debts and pay all such sums into the bank account of any Seller as directed in writing by the Sellers’ Representative. The Buyers shall not be obligated to take any legal or enforcement action against any debtor or other person to recover the Sellers’ Book Debts, and the Buyers shall not take any such action without the prior written consent of the Sellers’ Representative. The Sellers shall not for a period of 120 days from the Closing take any legal or enforcement action to recover the Sellers’ Book Debts without the prior written consent of FTI and the Buyersdemand aforesaid.

Certain Transitional Matters. From 7.1 On the Effective Date, the Lenders party to the Credit Agreement, as amended hereby, shall be the Lenders as of the Effective Date, including the New Lenders as of the Effective Date, and after the Closing Date: (a) The Sellers acknowledge and agree that each Buyer shall have the right respective Revolving Credit Commitments set forth in Schedule 2.01 to the Credit Agreement (as amended as contemplated hereby). Any Lender party to the Credit Agreement not listed on the signature pages hereof (each a “Departing Lender”) shall cease to be a Lender on the Effective Date upon payment of all amounts due to it under the Credit Agreement. Notwithstanding anything to the contrary contained in the Credit Agreement, in order to effect the renewal and authority amendment of the existing Revolving Credit Facility as contemplated by this Second Amendment, all accrued and unpaid interest, and all accrued and incurred and unpaid fees, costs and expenses payable under the Credit Agreement will be due and payable on the Effective Date. Each Departing Lender and each other Lender having Loans outstanding on the Effective Date and whose pro rata share in respect of such Loans has been decreased on the Effective Date shall be deemed to collect have assigned on the Effective Date, without recourse, ratably to each Lender with increasing its Commitment hereunder (each an “Increasing Lender”) and to each New Lender such ratable portion of such Loans as shall be necessary to effectuate such adjustment. Each Increasing Lender and each New Lender on the Effective Date shall (i) be deemed to have assumed such ratable portion of such Loans and (ii) fund on the Effective Date such assumed amounts to Administrative Agent for the applicable Buyer’s own account all items which of each such assigning Lender in accordance with the provisions hereof in the amount notified to such Increasing Lender or such New Lender by Administrative Agent. 7.2 If any Swingline Loans or Letters of Credit shall be transferred outstanding on the Effective Date, the Lenders (including the New Lenders) shall be deemed to have participation interests therein as of such Buyer date in accordance with their pro rata shares as provided herein; (b) Each Buyer shall have the right and authority to retain and endorse without recourse the name of any Seller on any check or any other evidence of indebtedness received by a Buyer on account of any of the Acquired Assets; Asset Purchase Agreement 38 (c) Each Seller shall promptly transfer and deliver reflected in Schedule 2.01 to the Buyers Credit Agreement (as amended as contemplated hereby). Each Departing Lender and each other Lender having participation interests in any Swingline Loans and Letters of Credit outstanding on the Effective Date and whose pro rata share in respect of such participation interests in any outstanding Swingline Loans and Letters of Credit has been decreased on the Effective Date shall be deemed to have assigned on the Effective Date, without set-off recourse, ratably to each Increasing Lender and each New Lender such ratable portion of such participation interests in any cash or other property, if any, that outstanding Swingline Loans Letters of Credit as shall be necessary to effectuate such Seller may receive related adjustment. Each Increasing Lender and each New Lender on the Effective Date shall be deemed to the Acquired Assets; (d) The Buyers shall promptly transfer and deliver to the applicable Seller without set-off any cash or other property, if any, that the Buyers may receive related to the Excluded Assets; (e) The Buyers shall have complete control over the payment, settlement or other disposition of, or any dispute involving any Assumed Liabilities, and the Buyers shall have the right to conduct and control all negotiations and proceedings with respect thereto. The Sellers shall notify the Buyers promptly assumed such ratable portion of any claim with respect to any Assumed Liabilities and shall not, except with the prior written consent of FTI and the Buyers, voluntarily make any payment of, or settle or offer to settle, or consent to any compromise with respect to, such participation interests in any such Assumed Liabilities. The Sellers shall cooperate with FTI outstanding Swingline Loans and the Buyers in connection with any negotiations or proceedings involving any Assumed Liabilities; and (f) The Buyers acknowledge that after the Closing, the Sellers will not have the ability to collect the Accounts Receivable Letters of the Sellers not included in the Acquired Assets (the “Sellers’ Book Debts”). The Buyers agree to use all commercially reasonable efforts in the Buyers’ Ordinary Course of Business to collect the Sellers’ Book Debts for a period of 120 days from the Closing, for the benefit of the Sellers. Each of the Sellers and the Principals hereby agrees to indemnify the Buyers and their Affiliates for all reasonable cost, liability or loss arising from or related to collection of the Sellers’ Book Debts. Neither the Buyers nor any of their Affiliates shall be liable to any of the Sellers for any failure to collect any of the Sellers’ Book Debts. The Sellers shall provide to the Buyers an itemized schedule of all of the Sellers’ Book Debts, showing details of each debtor’s name and address and invoices outstanding. The Buyers shall promptly account for the Sellers’ Book Debts and pay all such sums into the bank account of any Seller as directed in writing by the Sellers’ Representative. The Buyers shall not be obligated to take any legal or enforcement action against any debtor or other person to recover the Sellers’ Book Debts, and the Buyers shall not take any such action without the prior written consent of the Sellers’ Representative. The Sellers shall not for a period of 120 days from the Closing take any legal or enforcement action to recover the Sellers’ Book Debts without the prior written consent of FTI and the BuyersCredit.

Certain Transitional Matters. From Following the Closing Date ------------------------------------------------------- (a) Buyer agrees to honor in accordance with applicable law, up to the collected amount on deposit (and any other funds available by reason of any agreement between the depositor and Buyer), all properly drawn and presented checks, drafts, electronic debits and credits and withdrawal orders presented to Buyer by mail, over its counters, throughout the check clearing system, and Automated Clearing House of the banking industry, by depositors of the accounts assumed, whether drawn on the checks, withdrawal or draft forms provided by Seller, or by Buyer, and all other respects to discharge, in the usual course of the banking business, the duties and obligations of Seller with respect to the balances due and owing to the depositors whose accounts are assumed by Buyer. Buyer's obligation under this Section to honor checks, withdrawal, draft forms and electronic debits and credits provided by Seller and carrying its imprint shall expire at the close of business on the 60th business day following the Closing Date or a date mutually agreeable to both parties. (b) If any of such depositors, instead of accepting the obligation of Buyer to pay the Deposit Liabilities assumed, shall demand payment from Seller for all or any part of any such assumed Deposit Liabilities, Seller shall not be liable or responsible for making such payment. Instead, Seller may, at its discretion, assume custody of the check or other item presented for payment, including electronic items, on an account which has been transferred with the Branch, batch such items and send them to Buyer by mail within one business day after receipt thereof by Seller. Seller shall not, at any time, be liable or responsible for making payment on such items by reason of its obtaining custody of them for transmittal to Buyer. In order to reduce the continuing charges to Seller through the check clearing system of the banking industry which will result from check forms of Seller being used after the Closing Date by the depositors whose accounts are assumed, Buyer agrees, at its cost and expense, on or immediately after (and in no event without the express written consent of Seller, if prior to) the Closing Date, to notify depositors of Buyer's assumption of Deposit Liabilities and, at its sole cost and expense and without cost to depositors, to furnish each depositor of an assumed account with not less than fifty (50) checks on the forms of Buyer, with instructions to utilize Buyer's checks and to destroy unused checks of Seller as of the Closing Date. Buyer will send Seller a copy of notification letters forwarded to depositors by Buyer. Seller hereby agrees that after the 60th business day following the Closing Date or a date mutually agreeable to both parties, it shall, with respect to the Branch, at its sole option, either: (1) return such check or other item with reference to the maker thereof; or (2) assume custody thereof, batch the same and make it available to Buyer for pick-up in the manner aforesaid and telephone Buyer of the availability of the same for pick-up prior to 10:30 a.m. of the next banking day after receipt. (c) Buyer agrees, no later than the start of the second business day after demand by Seller, to pay Seller an amount equivalent to the amount of any uncollected item included in a depositor's balance on the Closing Date which is returned after the Closing Date as not collected less the Deposit Premium paid thereon. Buyer shall be required to make such payment for an item only up to the amount on deposit with Buyer in such depositor's account at the time Seller makes the demand aforesaid. (d) Buyer shall xxxxxx xorward to Seller any mail, facsimile or other correspondence, received at any of the Branch after the Closing Date: , that is (ai) The Sellers acknowledge and agree addressed to Seller, or (ii) addressed to Buyer but relating to an obligation of Seller that each Buyer shall have the right and authority to collect for the applicable Buyer’s own account all items which shall be transferred to such Buyer as provided herein; (b) Each Buyer shall have the right and authority to retain and endorse without recourse the name of any Seller on any check or any other evidence of indebtedness received by a Buyer on account of any of the Acquired Assets; Asset Purchase Agreement 38 (c) Each Seller shall promptly transfer and deliver originated prior to the Buyers without set-off any cash or other property, if any, that such Seller may receive related to the Acquired Assets; (d) The Buyers shall promptly transfer and deliver to the applicable Seller without set-off any cash or other property, if any, that the Buyers may receive related to the Excluded Assets;Closing Date. (e) The Buyers Adjustments after the Closing Date shall have complete control over the payment, settlement or other disposition of, or any dispute involving any Assumed Liabilities, and the Buyers be made daily as may be required. Such adjustments shall have the right to conduct and control all negotiations and proceedings with respect thereto. The Sellers shall notify the Buyers promptly of any claim with respect to any Assumed Liabilities and shall not, except with the prior written consent of FTI and the Buyers, voluntarily make any payment of, or settle or offer to settle, or consent to any compromise with respect to, any such Assumed Liabilities. The Sellers shall cooperate with FTI and the Buyers in connection with any negotiations or proceedings involving any Assumed Liabilities; andbe by wire transfer. (f) The Buyers acknowledge At least ten (10) business days prior to the Closing Date, Buyer shall notify holders of ATM cards that after the Closing, the Sellers all ATM cards held by Branch customers will not have the ability to collect the Accounts Receivable be void as of the Sellers not included in the Acquired Assets (the “Sellers’ Book Debts”). The Buyers agree to use all commercially reasonable efforts in the Buyers’ Ordinary Course of Business to collect the Sellers’ Book Debts for a period of 120 days from the Closing, for the benefit of the Sellers. Each of the Sellers and the Principals hereby agrees to indemnify the Buyers and their Affiliates for all reasonable cost, liability or loss arising from or related to collection of the Sellers’ Book Debts. Neither the Buyers nor any of their Affiliates shall be liable to any of the Sellers for any failure to collect any of the Sellers’ Book Debts. The Sellers shall provide to the Buyers an itemized schedule of all of the Sellers’ Book Debts, showing details of each debtor’s name and address and invoices outstanding. The Buyers shall promptly account for the Sellers’ Book Debts and pay all such sums into the bank account of any Seller as directed in writing by the Sellers’ Representative. The Buyers shall not be obligated to take any legal or enforcement action against any debtor or other person to recover the Sellers’ Book Debts, and the Buyers shall not take any such action without the prior written consent of the Sellers’ Representative. The Sellers shall not for a period of 120 days from the Closing take any legal or enforcement action to recover the Sellers’ Book Debts without the prior written consent of FTI and the BuyersDate.

Certain Transitional Matters. From and A. In order to reduce the continuing charges to Seller through the check clearing system of the banking industry which will result from check forms of Seller being used after the Closing Effective Date by depositors or holders of the Core Deposits, Purchaser, at its cost and expense, on or prior to the Effective Date:, shall prepare and mail to each depositor or other holder of a Core Deposit, as appropriate: (i) a letter prepared by Purchaser and reasonably acceptable to Seller notifying each such depositor or account holder of the transfer of his or her account pursuant to this Agreement and requesting where appropriate that upon the receipt of the enclosed temporary checks or withdrawal forms such depositor or holder cease writing checks, drafts and withdrawal orders on forms provided by Seller and carrying its imprint (including name and transit routing number) against any such account, and that such depositor or holder immediately destroy unused checks and withdrawal orders of Seller; (ii) and as appropriate, signature cards and checks and withdrawal order forms of Purchaser with instructions to utilize the checks or withdrawal orders of Purchaser from the Effective Date forward. Seller shall co-operate with Purchaser in accomplishing this customer notification. (a) The Sellers acknowledge B. On or before the Effective Date, Seller and agree that each Buyer Purchaser shall have the right cooperate and authority shall take all such action as is necessary to collect arrange for the applicable Buyer’s own account direct routing to Purchaser through the check clearing system of the banking industry, effective immediately after the Effective Date, of all items checks, drafts and withdrawal orders on forms provided by the Seller and carrying its imprint (including name and transit routing number) and relating to the Core Deposits. In the event that within 60 days after the Effective Date, Seller shall receive any such checks, drafts or withdrawal orders through the check clearing system of the banking industry, Seller shall immediately forward to Purchaser or Purchaser's agent, at the cost and expense of Purchaser, by courier service, overnight delivery service, or such other means as Purchaser shall reasonably request, all such checks, drafts, and withdrawal orders for processing by Purchaser. C. Following the Effective Date, Purchaser agrees to pay in accordance with the law and customary banking practices all properly payable checks, drafts and withdrawal orders or proper withdrawals effected through a shared automated teller system of which Seller is a participant, which are presented to Purchaser by mail, over the counter, through the check clearing system of the banking industry, and/or in the manner set forth herein, by depositors or holders of the Core Deposits, whether drawn on the checks, drafts, withdrawal order forms or automated teller machine cards provided by Seller or by Purchaser, and in all other respects, to discharge after the Effective Date, in the usual course of the banking business, all duties and obligations with respect to the balances due and owing to the depositors or holders of the Core Deposits. D. If, instead of accepting the obligation of Purchaser to pay the Core Deposits assumed by Purchaser pursuant to this Agreement, any such depositors or holders shall be transferred to such Buyer as provided herein; (b) Each Buyer shall have the right and authority to retain and endorse without recourse the name of any demand payment from Seller on any check for all or any other evidence part of indebtedness received by a Buyer on account of any of the Acquired Assets; Asset Purchase Agreement 38 (c) Each such assumed Core Deposits, Seller shall promptly transfer refer all such depositors or holders to Purchaser in the manner and deliver to the Buyers without set-off any cash or other propertywith such instructions, if any, that as shall be hereafter established by Seller and Purchaser, and Purchaser shall thereupon be responsible for making such payment (if still demanded) to such depositor or holder. If, after the Effective Date, any of such depositors or holders shall present to Seller, whether in person, by mail, or otherwise, a check, draft or withdrawal order drawn against any of the Core Deposits, Seller may receive related shall refer such depositor or holder, or deliver such check, draft or withdrawal order, to the Acquired Assets; (d) The Buyers Purchaser as set forth above. Purchaser shall pay all such properly payable checks, drafts and withdrawal orders as set forth above and shall promptly transfer reimburse Seller for all expenses paid and deliver to the applicable Seller without set-off any cash or other propertycharges incurred, if any, by Seller with respect to all such properly drawn checks, drafts and withdrawal orders. E. Seller shall provide all information and take all steps required to be taken by it that are reasonably necessary for Purchaser to effect the Buyers may receive related transfer of any direct deposit arrangement affecting any of the Core Deposits and shall pay to Purchaser, within the Excluded Assets; (e) The Buyers applicable midnight deadline, any funds received by Seller which are intended to be credited to any of the Core Deposits. Purchaser shall have use its best efforts to complete control over all actions necessary to effect the payment, settlement or other disposition of, or any dispute involving any Assumed Liabilities, and transfer of such direct deposit arrangements within 30 days of the Buyers Effective Date. Seller shall have the right to conduct return to the payor any direct deposit item received by it subsequent to 90 days after the Effective Date or such other time period as Purchaser and control Seller may mutually agree upon. F. Seller shall cooperate with Purchaser and use its best efforts to assist in the transfer to Purchaser of the Core Deposits and shall take all negotiations and proceedings with respect thereto. The Sellers shall notify reasonable actions necessary to accomplish such transfer, including but not limited to the Buyers promptly provision of any claim required notices to customers with respect to the Core Deposits. Seller shall supply Purchaser with such information and records in its possession and control relating to the Core Deposits as Purchaser may reasonably request, including, but not limited to, periodic portfolio reports and computer tapes setting forth current account information in machine-readable format and any Assumed Liabilities and information required for inclusion in all applications to regulatory authorities necessary to consummate the transactions contemplated by this Agreement G. Prior to Effective Date, Purchaser shall notdesignate a successor trustee, except which may be Purchaser ("Successor Trustee"), as to any XXX account constituting a Core Deposit. Both parties will cooperate with the prior Successor Trustee. Seller will transfer the trusteeship of all such XXX accounts to the Successor Trustee on the Effective Date, subject to the Successor Trustee's written consent acceptance of FTI its duties as Successor Trustee in form and substance acceptable to Seller. H. Promptly after the Buyersexecution of this Agreement, voluntarily make any payment ofSeller will deliver to Purchaser a list of holds, cautions and levies that have been placed by Seller on particular accounts or on individual checks, drafts, or settle or offer to settleother instruments, or consent to any compromise with respect tospecifically describing such holds, any such Assumed Liabilitiescautions and levies. The Sellers shall cooperate with FTI and the Buyers in connection with any negotiations or proceedings involving any Assumed Liabilities; and (f) The Buyers acknowledge that after the Closing, the Sellers will not have the ability to collect the Accounts Receivable of the Sellers not included in the Acquired Assets (the “Sellers’ Book Debts”). The Buyers agree to use all commercially reasonable efforts in the Buyers’ Ordinary Course of Business to collect the Sellers’ Book Debts for a period of 120 days from the Closing, for the benefit of the Sellers. Each of the Sellers and the Principals hereby agrees to indemnify the Buyers and their Affiliates for all reasonable cost, liability or loss arising from or related to collection of the Sellers’ Book Debts. Neither the Buyers nor any of their Affiliates shall be liable to any of the Sellers for any failure to collect any of the Sellers’ Book Debts. The Sellers shall provide to the Buyers an itemized schedule of all of the Sellers’ Book Debts, showing details of each debtor’s name and address and invoices outstanding. The Buyers shall promptly account for the Sellers’ Book Debts and pay all such sums into the bank account of any Seller as directed in writing by the Sellers’ Representative. The Buyers Purchaser shall not be obligated to take accept or purchase any legal Core Deposits which are subject thereto, but shall identify any such rejected Core Deposits prior to the expiration of the Due Diligence Period. Such listed holds, cautions and levies will be continued by Purchaser under the same terms to the extent practicable or enforcement action required by law. I. Subsequent to regulatory approval of the transaction proposed hereunder, Seller will notify its affected customers by letter, in a form mutually agreeable to Seller and Purchaser, of the pending assignment of Seller's Core Deposits to Purchaser, which notice shall be at Seller's cost and expense. J. Purchaser agrees to indemnify Seller against liabilities Seller incurs with respect to any debtor checks, drafts or other person withdrawal orders credited to recover a Core Deposit as of the Sellers’ Book DebtsEffective Date which are returned to Seller after the Effective Date, provided Seller, within the applicable midnight deadline, notifies Purchaser of any such returns and the Buyers complies with Purchaser's reasonable instructions with respect to such items. This indemnity shall not take apply to any such action without the prior written consent acts or omissions of the Sellers’ Representative. The Sellers shall Seller which are (i) not for a period of 120 days from the Closing take any legal pursuant to Purchaser's reasonable instructions and (ii) not in compliance with Seller's or enforcement action to recover the Sellers’ Book Debts without the prior written consent of FTI and the BuyersPurchaser's responsibilities under applicable law or regulation.