Common use of Conversion of Accounts Clause in Contracts

Conversion of Accounts. In the event that this Agreement is terminated for any reason, it shall be Correspondent’s responsibility to arrange for the conversion or ACAT (at Apex’s discretion) of Correspondent Accounts to another clearing broker within [***] days of the termination of this Agreement. Correspondent will give Apex written notice (the “Conversion Notice”) of: (i) the name of the broker that will assume responsibility for clearing services for Correspondent; (ii) the date on which such broker will commence providing such services; (iii) Correspondent’s undertaking, in form and substance satisfactory to Apex, that Correspondent’s agreement with such broker provides that such broker will accept on conversion or ACAT all Accounts, then maintained by Apex; and (iv) the name of an individual within that organization who Apex can contact to coordinate the conversion or ACAT. The Conversion Notice shall accompany Correspondent’s notice of termination given pursuant to Section 12(a) or within [***] days of the occurrence of an event specified in Section 12(c). If Correspondent fails to give the Conversion Notice to Apex, Apex may give to Correspondent such notice as Apex deems appropriate of the termination of this Agreement and may make such arrangements as Apex deems appropriate for transfer or delivery of Correspondent Accounts and the costs and expenses of making such arrangements shall be charged to Correspondent. Correspondent will pay to Apex all deconversion charges and reimburse Apex for deconversion expenses (including, without limitation ACAT charges, file charges, programming expenses and processing expenses). To the extent Correspondent Accounts continue to remain after deconversion, Apex will impose a monthly minimum charge and a per account charge.

Conversion of Accounts. In the event that this Agreement is terminated for any reason, it it. shall be Correspondent’s responsibility to arrange for the conversion or ACAT transfer via the Automated Customer Account Transfer Service “ACATS”) (at Apex’s discretion) of Correspondent and Customer Accounts to another clearing broker within [***] days of the termination of this Agreement. Correspondent will give Apex written notice (the “Conversion Notice”) of: (i) the name of the broker that will assume responsibility for clearing services for Customers. and Correspondent; (ii) the date on which such broker will commence providing such services; (iii) Correspondent’s undertaking, in form and substance satisfactory to Apex, that Correspondent’s agreement with such broker provides that such broker will accept on conversion or ACAT ACATS transfer all Accounts, Correspondent and Customer Accounts then maintained by Apex; and (iv) the name of an individual within that organization who Apex can contact to coordinate the conversion or ACATACATS transfer. The Conversion Notice shall accompany Correspondent’s notice of termination given pursuant to Section 12(a) or within [***] days of the occurrence of an event specified in Section 12(c). If Correspondent fails to give the Conversion Notice to Apex, Apex may give to Correspondent to. Customers such notice as Apex deems appropriate of the termination of this Agreement and may make such arrangements as Apex deems appropriate for transfer or delivery of Customer and Correspondent Accounts and the costs expense of notifying those Customers and expenses of making such arrangements shall be charged to Correspondent. Correspondent will pay to Apex all deconversion charges and reimburse Apex for deconversion expenses (including, including without limitation ACAT charges, file charges, programming expenses and processing expenses). To the extent Correspondent Accounts continue to remain after deconversion, Apex will impose a monthly minimum charge and a per account charge.

Conversion of Accounts. In the event that this Agreement is terminated for any reason, it shall be Correspondent’s CLAY's responsibility to arrange for the conversion or ACAT (at Apex’s discretion) of Correspondent CLAY and Customer Accounts to another clearing broker within [***] days of the termination of this Agreementbroker. Correspondent CLAY will give Apex written FSWC notice (the “"Conversion Notice”") of: (i) the name of the broker that will assume responsibility for clearing services for CorrespondentCustomers and CLAY; (ii) the date on which such broker will commence providing such services; (iii) Correspondent’s CLAY's undertaking, in form and substance satisfactory to ApexFSWC, that Correspondent’s CLAY's agreement with such broker provides that such broker will accept on conversion or ACAT all CLAY and Customer Accounts, then maintained by ApexFSWC; and (iv) the name of an individual within that organization who Apex can contact may be contacted by FSWC to coordinate the conversion or ACATconversion. The Conversion Notice shall accompany Correspondent’s CLAY's notice of termination given pursuant to Section 12(a) or within [***] thirty (30) days of the occurrence of an event specified in Section 12(c)) or a termination by FSWC. FSWC shall not be responsible for transfers not within the normal capabilities of its data processing and operational systems or for delays necessary to avoid disruption of its normal operations. If Correspondent CLAY fails to give provide the Conversion Notice to ApexFSWC within the time prescribed, Apex FSWC may give to Correspondent Customers of CLAY such notice as Apex FSWC deems appropriate of the termination of this Agreement and may make such arrangements with the Customers as Apex FSWC deems appropriate for transfer or delivery of Correspondent Customer and CLAY Accounts. CLAY will pay to FSWC a termination fee equal to the greater of (i) the actual costs and expenses incurred by FSWC in discontinuing the clearing arrangement hereunder and transferring the Accounts and pursuant to the request of CLAY (ii) $10,000. Said termination fee shall be paid within 10 days after CLAY's receipt of FSWC's statement setting forth in reasonable detail the costs and expenses incurred by FSWC. FSWC's determination of making such arrangements the costs and expenses relating to the discontinuance of the clearing arrangement hereunder and the transferring of the Accounts shall be charged conclusive and binding on the parties hereto, absent a showing of manifest error. The obligation of CLAY to Correspondent. Correspondent will pay the termination fee as specified herein shall be and become a part of the Obligation and, if not paid when due, shall become subject to Apex all deconversion charges and reimburse Apex for deconversion expenses (including, without limitation ACAT charges, file charges, programming expenses and processing expenses). To FSWC's rights of offset as provided under the extent Correspondent Accounts continue to remain after deconversion, Apex will impose a monthly minimum charge and a per account chargeterms of this Agreement.

Conversion of Accounts. (a) Without limiting the any provisions pertaining to the Interim Transition Period (whether in this Agreement or the Program Agreement), with respect to all Purchased Accounts, on and after the Closing Date, Buyer shall be responsible, at its own expense, for: (i) handling any and all Account Debtor service issues and any and all losses resulting from service issues to the extent arising after the Closing Date; provided, that Buyer shall nonetheless be responsible for credit losses on all Purchased Accounts because the same were taken into account in the Imbedded Loss calculation referred to in Section 2.3; and (ii) refunding credit balances to the extent such credit balances were taken into account and applied in computing the Purchase Price as a reduction thereof. (b) As of the end of the Interim Transition Period (the expiration of which Buyer shall have notified Seller at least ten (10) days in advance), Seller shall deliver, at Seller's expense, a copy of the Conversion Tape and of the Conversion Tape Supplement to Buyer (in both cases in the form and format previously provided to Buyer during the Interim Transition Period) via overnight express mail service to Buyer at such address as Buyer shall direct in writing. Such tapes shall provide true and correct information in respect of the Purchased Accounts as of the date provided (based on the information reasonably available as of such date). In the event Buyer (or Transferee) is unable to successfully load, balance and validate on its systems the Conversion Tape and, as appropriate, the Conversion Tape Supplement as delivered by Seller pursuant to this Section 6.7(b), Seller shall deliver, at its expense, to Buyer an additional copy or new version of the Conversion Tape and/or the Conversion Tape Supplement not later than twenty-four (24) hours after receipt of notice from Buyer. Buyer shall be responsible, at its own expense, for conducting the conversion of Purchased Accounts onto its systems, including without limitation, the process of Account Debtor change in terms and other notifications. Without limiting the foregoing and subject to the terms of the Program Agreement, Seller agrees that this Agreement is terminated for any reason, it shall be Correspondent’s responsibility to arrange provide in a timely fashion such assistance and necessary materials for the such conversion or ACAT (at Apex’s discretion) of Correspondent Accounts to another clearing broker within [***] days of the termination of this Agreement. Correspondent will give Apex written notice (the “Conversion Notice”) of: (i) the name of the broker that will assume responsibility for clearing services for Correspondent; (ii) the date on which such broker will commence providing such services; (iii) Correspondent’s undertaking, in form and substance satisfactory to Apex, that Correspondent’s agreement with such broker provides that such broker will accept on conversion or ACAT all Accounts, then maintained by Apex; and (iv) the name of an individual within that organization who Apex can contact to coordinate the conversion or ACAT. The Conversion Notice shall accompany Correspondent’s notice of termination given pursuant to Section 12(a) or within [***] days of the occurrence of an event specified in Section 12(c). If Correspondent fails to give the Conversion Notice to Apex, Apex may give to Correspondent such notice as Apex deems appropriate of the termination of this Agreement and may make such arrangements as Apex deems appropriate for transfer or delivery of Correspondent Accounts and the costs and expenses of making such arrangements shall be charged to Correspondent. Correspondent will pay to Apex all deconversion charges and reimburse Apex for deconversion expenses (including, without limitation ACAT chargesamong other things reasonably requested by Buyer, file charges, programming expenses providing test tapes and processing expensesdata mapping assistance). To the extent Correspondent Accounts continue to remain after deconversion, Apex will impose a monthly minimum charge and a per account chargeSeller shall bear all of its deconversion expenses.

Conversion of Accounts. In the event that this Agreement is terminated for any reason, it shall be Correspondent’s ALEX'S responsibility to arrange for the conversion or ACAT (at Apex’s discretion) of Correspondent ALEX and Customer Accounts to another clearing broker within [***] days of the termination of this Agreementbroker. Correspondent ALEX will give Apex written FSWC notice (the “"Conversion Notice”") of: (i) the name of the broker that will assume responsibility for clearing services for CorrespondentCustomers and ALEX; (ii) the date on which such broker will commence providing such services; (iii) Correspondent’s ALEX'S undertaking, in form and substance satisfactory to ApexFSWC, that Correspondent’s ALEX'S agreement with such broker provides that such broker will accept on conversion or ACAT all ALEX and Customer Accounts, then maintained by ApexFSWC; and (iv) the name of an individual within that organization who Apex can contact may be contacted by FSWC to coordinate the conversion or ACATconversion. The Conversion Notice shall accompany Correspondent’s ALEX'S notice of termination given GIVEN pursuant to Section 12(a) or within [***] thirty (30) days of the occurrence of an event specified in Section 12(c)) or a termination by FSWC. FSWC shall not be responsible for transfers not within the normal capabilities of its data processing and operational systems or for delays necessary to avoid disruption of its normal operations. If Correspondent ALEX fails to give provide the Conversion Notice to ApexFSWC within the time prescribed, Apex FSWC may give to Correspondent Customers of ALEX such notice as Apex FSWC deems appropriate of the termination of this Agreement and may make such arrangements with the Customers as Apex FSWC deems appropriate for transfer or delivery of Correspondent Customer and ALEX Accounts. ALEX will pay to FSWC a termination fee equal to the greater of (i) the actual costs and expenses incurred by FSWC in discontinuing the clearing arrangement hereunder and transferring the Accounts and pursuant to the request of ALEX (ii) $ 10,000. Said termination fee shall be paid within 10 days after ALEX'S receipt of FSWC's statement setting forth in reasonable detail the costs and expenses incurred by FSWC. FSWC's determination of making such arrangements the costs and expenses relating to the discontinuance of the clearing arrangement hereunder and the transferring of the Accounts shall be charged conclusive and binding on the parties hereto, absent a showing of manifest error. The obligation of ALEX to Correspondent. Correspondent will pay the termination fee as specified herein shall be and become a part of the Obligation and, if not paid when due, shall become subject to Apex all deconversion charges and reimburse Apex for deconversion expenses (including, without limitation ACAT charges, file charges, programming expenses and processing expenses). To FSWC's rights of offset as provided under the extent Correspondent Accounts continue to remain after deconversion, Apex will impose a monthly minimum charge and a per account chargeterms of this Agreement.

Conversion of Accounts. In the event that this Agreement is terminated for any reason, it shall be Correspondent’s responsibility to arrange for the conversion or ACAT (at Apex’s discretion) of Correspondent and Customer Accounts to another clearing broker within [***] days broker. The parties agree to work in good faith during such a conversion, but recognize that such a conversion is predicated on the cooperation and good faith of the termination broker which will assume responsibility for clearing services of this Agreementthe Customers. Correspondent will give Apex written NFS notice (the “Conversion Notice”) of: of (i) the name of the broker that which will assume responsibility for clearing services for Customers and Correspondent; , (ii) the date on which such broker will commence providing such services; , (iii) Correspondent’s undertaking, in form and substance satisfactory to ApexNFS, that Correspondent’s agreement with such broker provides that such broker will accept on conversion or ACAT all Correspondent and Customer Accounts, then maintained by Apex; and NFS and (iv) the name of an individual within that organization who Apex whom NFS can contact to coordinate the conversion or ACATconversion. The Conversion Notice shall accompany be given within 30 days of NFS’ or Correspondent’s notice of termination given pursuant to Section 12(a) Sections XIII.1 or XIII.2. or within [***] 30 days of the occurrence of an event specified in Section 12(c)XIII.3. If Correspondent fails to give the Conversion Notice notice to ApexNFS, Apex NFS may give to Correspondent Customers such notice as Apex NFS deems appropriate of the termination of this Agreement and may make such arrangements as Apex NFS deems appropriate for transfer or delivery of Customer and Correspondent Accounts. In the event NFS receives or gives notice of termination under this Section, or this Agreement terminates automatically pursuant to Section XIII.3, NFS reserves the right to administer each Account in such manner as NFS deems appropriate in NFS’ reasonable discretion, including but not limited to rejecting transactions pursuant to Section IV.4. If (x) Correspondent terminates this Agreement pursuant to Section XIII.1 or Section XIII.2(c), (y) NFS terminates this Agreement pursuant to Section XIII.2(a) or (z) the Agreement terminates pursuant to Section XIII.3 as a result of a development relating to Correspondent, Correspondent will (a) pay to NFS reasonable and equitable programming charges to process the conversion of Correspondent and Customer Accounts to another clearing broker and (b) pay any costs incurred by NFS as billed by any third party vendors such as transfer agents, etc. to process such conversion. If (x) Correspondent terminates this Agreement pursuant to Section XIII.1 or Section XIII.2(b), or (y) the Agreement terminates pursuant to Section XIII.3 as a result of a development relating to NFS, NFS will (a) pay any programming charges to process the conversion of Correspondent and Customer Accounts to another clearing broker and (b) pay any, reasonable, direct, documented costs and expenses incurred by Correspondent to process such conversion. In the event that during the Initial Term (x) Correspondent terminates this Agreement prior to the end of making such arrangements the Initial Term pursuant to Section XIII.2(c), or (y) Correspondent intentionally materially breaches this Agreement and, as a result, NFS terminates this Agreement, Correspondent shall pay to NFS a termination fee as described in Exhibit A. In the event that Correspondent is the subject of the issuance of a protective decree pursuant to the Securities Investor Protection Act of 1970 (15 USC 78aaa-111), NFS’ claim for payment of a termination fee under this Agreement shall be charged subordinate to claims of Correspondent. Correspondent will pay ’s customers that have been approved by the Trustee appointed by the Securities Investor Protection Corporation pursuant to Apex all deconversion charges and reimburse Apex for deconversion expenses (including, without limitation ACAT charges, file charges, programming expenses and processing expenses). To the extent Correspondent Accounts continue to remain after deconversion, Apex will impose a monthly minimum charge and a per account chargeissuance of such protective decree.