Common use of Deliveries by Parent Clause in Contracts

Deliveries by Parent. (a) At the Closing, Parent shall deliver, or cause to be delivered, to Purchaser the following: (i) certified copies of (A) the Sale Approval Order, which shall not have been modified or amended in a manner materially adverse to Purchaser that has not been agreed to in writing by Purchaser, and (B) all other Orders of the Bankruptcy Court pertaining to the transactions contemplated by this Agreement; (ii) true, correct and complete copies of the articles of incorporation of Parent, including any amendments thereto, duly certified as of a recent date by the Secretary of State of Delaware; (iii) true, correct and complete copies of the charter of the Bank, and any amendments thereto, duly certified as of a recent date by the Office of Thrift Supervision; (iv) true, correct and complete copies of the articles of incorporation of the Bank Subsidiary, including any amendments thereto, duly certified as of a recent date by the Secretary of State of Illinois; (v) a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Delaware, duly certifying as to the existence and good standing of Parent under the laws of the State of Delaware; (vi) a certificate of good standing, dated as of a recent date, issued by the Office of Thrift Supervision, duly certifying as to the existence and good standing of the Bank under the laws of the United States; (vii) a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Illinois, duly certifying as to the existence and good standing of the Bank Subsidiary under the laws of the State of Illinois; (viii) a letter, dated as of a recent date, from the Office of Thrift Supervision, to the effect that Parent is a registered thrift holding company under HOLA; (ix) a certificate, dated as of a recent date, issued by the FDIC, duly certifying that the deposits of the Bank are insured by the FDIC under the Federal Deposit Insurance Act; (x) the certificates required to be delivered pursuant to Section 7.3(c); (xi) an executed counterpart to the Escrow Agreement; (xii) stock certificates representing all of the issued and outstanding Shares, duly endorsed in blank (or accompanied by duly executed stock powers); (xiii) a receipt for the Purchase Price; (xiv) resignations, effective as of the Closing, of all directors of the Bank and the Bank Subsidiary, except for such persons as shall have been designated in writing prior to the Closing by Purchaser to Parent to remain in such positions immediately following the Closing; (xv) Deposit release instructions; and (xvi) all other previously undelivered documents and certificates required to be delivered by Parent to Purchaser at or prior to the Closing pursuant to this Agreement.

Deliveries by Parent. (a) At the Closing, Parent and Merger Sub shall deliver, have delivered or cause caused to be delivereddelivered to the Company, to Purchaser Securityholder or the followingapplicable Person the following items: (a) payment of the amounts set forth in the Payoff Letters delivered pursuant to Section 3.2(a), by wire transfer of immediately available funds to the accounts of the applicable lenders or other parties as set forth in the Payoff Letters; (b) payment of the amounts set forth on the invoices delivered pursuant to Section 3.2(b), by wire transfer of immediately available funds to the accounts of the relevant parties as specified in such invoices; (c) payment of (i) certified copies the Working Capital Escrow Amount to the Escrow Agent by wire transfer of immediately available funds to the Working Capital Escrow Account and (ii) the Indemnity Escrow Amount to the Escrow Agent by wire transfer of immediately available funds to the Indemnity Escrow Account; provided, that, in the event that Backstop Securities are to be issued to the Backstop Investors pursuant to Section 2.1(b), the Indemnity Escrow Amount shall be funded (A) first, by payment by wire transfer of immediately available funds to the Sale Approval Order, which shall not have been modified or amended in a manner materially adverse Indemnity Escrow Account of an amount equal to Purchaser that has not been agreed to in writing by Purchaser, the product of the Indemnity Escrow Amount and the Pro Rata Percentages of the Securityholders other than the Backstop Investors (for the account of such Securityholders) and (B) all other Orders second, by contribution to the Indemnity Escrow Account on account of the Bankruptcy Court pertaining Backstop Investors of Backstop Securities having an aggregate Face Amount equal to the transactions contemplated Indemnity Escrow Amount less the amounts funded pursuant to clause (A) above (the “Backstop Escrow Amount”) and, to the extent the aggregate Face Amount of Backstop Securities to be issued to the Backstop Investors is less than the Backstop Escrow Amount, payment to the Escrow Agent by this wire transfer of immediately available funds to the Indemnity Escrow Account of the amount of such shortfall; (d) payment of the Representative Expense Fund Amount by wire transfer of immediately available funds to an account maintained by the Securityholder Representative; (e) payment of the Aggregate Securityholder Closing Payment in accordance with Sections 2.2 and 2.6 to the Securityholders by wire transfer of immediately available funds and, if applicable, delivery of certificates representing the appropriate number and class of Backstop Securities to the Backstop Investors; (f) in the event that Backstop Securities are to be issued pursuant to Section 2.1(b), the delivery of all items required to be delivered by Parent pursuant to the Backstop Securities Agreement; (iig) truethe Escrow Agreement, correct duly executed by Parent and complete copies the Escrow Agent; (h) a copy of the articles certificate of incorporation of Parent, including any amendments thereto, duly Merger Sub certified as of a recent date by the Secretary of State of Delaware; (iii) true, correct and complete copies of the charter of the Bank, and any amendments thereto, duly certified as of a recent date by the Office of Thrift Supervision; (iv) true, correct and complete copies of the articles of incorporation of the Bank Subsidiary, including any amendments thereto, duly certified as of a recent date by the Secretary of State of Illinois; (vi) a certificate of good standing, dated standing for Merger Sub as of a the most recent date, issued by the Secretary of State of Delaware, duly certifying as to the existence and good standing of Parent under the laws of practicable date from the State of Delaware; (vij) a duly executed certificate of good standingthe secretary of Merger Sub, dated as of a recent datethe Closing Date, issued given by the Office him or her on behalf of Thrift SupervisionMerger Sub and not in his or her individual capacity, duly certifying as to the existence and good standing bylaws of the Bank under the laws of the United StatesMerger Sub; (vii) a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Illinois, duly certifying as to the existence and good standing of the Bank Subsidiary under the laws of the State of Illinois; (viii) a letter, dated as of a recent date, from the Office of Thrift Supervision, to the effect that Parent is a registered thrift holding company under HOLA; (ix) a certificate, dated as of a recent date, issued by the FDIC, duly certifying that the deposits of the Bank are insured by the FDIC under the Federal Deposit Insurance Act; (xk) the certificates required to be delivered pursuant to Section 7.3(ccertificate referenced in Sections 7.2(a) and 7.2(b); (xi) an executed counterpart to the Escrow Agreement; (xii) stock certificates representing all of the issued and outstanding Shares, duly endorsed in blank (or accompanied by duly executed stock powers); (xiii) a receipt for the Purchase Price; (xiv) resignations, effective as of the Closing, of all directors of the Bank and the Bank Subsidiary, except for such persons as shall have been designated in writing prior to the Closing by Purchaser to Parent to remain in such positions immediately following the Closing; (xv) Deposit release instructions; and (xvil) certified copies of the resolutions duly adopted by Parent’s board of directors and Merger Sub’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all other previously undelivered documents transactions contemplated hereby and certificates required to be delivered by Parent to Purchaser at or prior to the Closing pursuant to this Agreementthereby.

Deliveries by Parent. (a) At Upon the Closingterms and subject to the conditions set forth in this Agreement, in reliance on the representations, warranties and agreements of the Company contained herein, Parent shall deliver, deliver (or cause to be delivered), at the Closing, the following (reasonably satisfactory in form and substance to Purchaser the following:Company): (i) certified copies payment by wire transfer of (A) immediately available funds to the Sale Approval Order, which shall not have been modified or amended in a manner materially adverse to Purchaser that has not been agreed to in writing by Purchaser, and (B) all other Orders applicable payees thereof of the Bankruptcy Court pertaining to the transactions contemplated by this AgreementCompany Transaction Expenses as set forth in Section 1.6(b)(ii); (ii) true, correct and complete copies payment by wire transfer of immediately available funds of all amounts necessary to fully discharge the then outstanding balance of the articles of incorporation of ParentIndebtedness set forth on the Payoff Letters, including any amendments thereto, duly certified as of a recent date payable to the account(s) designated by the Secretary holders of State of Delawaresuch Indebtedness; (iii) true, correct and complete copies payment by wire transfer of immediately available funds of the charter of the Bank, and any amendments thereto, duly certified Stockholder Representative Reserve as of a recent date by the Office of Thrift Supervisionset forth in Section 1.9(a); (iv) true, correct to the Stockholder Representative a certificate executed by the Secretary or an Assistant Secretary of Parent and M▇▇▇▇▇ Sub certifying as of the Closing Date (A) a true and complete copies copy of the articles or certificate of incorporation of each of Parent and Merger Sub, as amended through the Bank SubsidiaryClosing Date, including any amendments thereto(B) a true and complete copy of the bylaws of each of Parent and Merger Sub, duly certified (C) a true and complete copy of the resolutions of the board of directors and/or stockholders, as applicable, of each of Parent and M▇▇▇▇▇ Sub authorizing the execution, delivery and performance of this Agreement, the Ancillary Agreements to which each is a recent date by party and the Secretary consummation of State of Illinoisthe transactions contemplated hereby and thereby, and (D) incumbency matters; (v) to the Stockholder Representative a certificate of good standingstanding or equivalent of Parent, dated as of a recent datedate prior to the Closing, issued by the Secretary secretary of State of Delaware, duly certifying as to the existence and good standing of Parent under the laws state of the State state of Delawareincorporation of Parent; (vi) to the Stockholder Representative a certificate executed by an authorized officer of good standing, dated as each of a recent date, issued by the Office of Thrift Supervision, duly Parent and M▇▇▇▇▇ Sub certifying as to the existence and good standing matters set forth in Section 6.1(a) as of the Bank under the laws of the United StatesClosing Date; (vii) to the Company and the Stockholder Representative, as applicable, the Ancillary Agreements to which Parent is a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Illinoisparty, duly certifying as to the existence and good standing of the Bank Subsidiary under the laws of the State of Illinoisexecuted by Parent; (viii) to L▇▇▇▇ ▇▇▇▇▇▇▇▇, a letter, dated side letter agreement pursuant to which Parent shall grant to L▇▇▇▇ ▇▇▇▇▇▇▇▇ rights as an observer on the board of a recent date, directors of Parent until the earlier of (i) twelve (12) months from the Office Closing, (ii) a change of Thrift Supervisioncontrol or sale of Parent or (iii) an initial public offering of Parent (the “L▇▇▇▇▇▇▇ Side Letter”), to the effect that Parent is a registered thrift holding company under HOLAduly executed by Parent; (ix) a certificateto the Stockholder Representative, dated as of a recent date, issued by evidence reasonably satisfactory to the FDIC, duly certifying that the deposits Stockholder Representative of the Bank are insured by binding of the FDIC under the Federal Deposit R&W Insurance ActPolicy subject to conditions customarily imposed on such type of insurance policy; (x) to the certificates required Company, an updated version of the representations set forth in Section 4.7(a) as of immediately prior to be delivered pursuant to Section 7.3(c);the Effective Time; and (xi) an executed counterpart to such other documents and instruments as in the Escrow Agreement; (xii) stock certificates representing all opinion of the issued and outstanding Shares, duly endorsed in blank (or accompanied by duly executed stock powers); (xiii) a receipt counsel for the Purchase Price; (xiv) resignations, effective as of the Closing, of all directors of the Bank and the Bank Subsidiary, except for such persons as shall have been designated in writing prior to the Closing by Purchaser to Parent to remain in such positions immediately following the Closing; (xv) Deposit release instructions; and (xvi) all other previously undelivered documents and certificates Company may be reasonably required to be delivered by Parent effectuate the terms of this Agreement and to Purchaser at or prior to comply with the Closing pursuant to this Agreementterms hereof.

Deliveries by Parent. (a) At the Closing, Parent shall deliver, or cause to be delivered, to Purchaser Buyer, the followingfollowing items: (i1) certified copies of (A) Certificates for the Sale Approval OrderShares, which shall not have been modified duly endorsed in blank or amended with stock powers duly endorsed in a manner materially adverse blank, together with such other documents, instruments or agreements necessary to Purchaser that has not been agreed to transfer good and valid title in writing by Purchaser, and (B) all other Orders of the Bankruptcy Court pertaining to the transactions contemplated by this AgreementShares to Buyer, free and clear of any Lien; (ii2) true, correct and complete copies of the articles of incorporation of Parent, including any amendments thereto, duly The ERC Organizational Certificate certified as of a the most recent practicable date by the Secretary of State of Delawarethe State of Michigan; (iii3) true, correct and complete copies A certificate from the appropriate Governmental Authority as to the good standing (or equivalent status) of ERC as of the charter most recent practicable date in its jurisdiction of the Bank, incorporation and any amendments thereto, duly certified as of a recent date by the Office of Thrift Supervisioneach jurisdiction in which ERC is qualified or licensed to do business; (iv4) true, correct and complete copies A certificate of the articles of incorporation of the Bank Subsidiary, including any amendments thereto, duly certified as of a recent date by the Secretary of State of Illinois; (v) a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Delaware, duly ERC certifying as to the existence ERC Organizational Certificate and good standing of Parent under the laws of the State of DelawareBy-Laws; (vi5) A written resignation from each director of ERC and an acknowledgement from each officer of ERC as Buyer shall request that he/she shall no longer have authority to execute documents on behalf of ERC or otherwise bind ERC; (6) ERC’s original corporate record books and stock record books; (7) A duly executed opinion of in-house counsel to Parent and ERC in a form reasonably satisfactory to Buyer; (8) Evidence of termination, in form and substance reasonably satisfactory to Buyer, of all of the intercompany arrangements set forth on Parent Disclosure Schedule 3.01(b); (9) A properly executed affidavit of non-foreign status in a form reasonably acceptable to Buyer; (10) An incumbency certificate of good standing, dated as of a recent date, issued by the Office of Thrift Supervision, duly Parent certifying as to the existence and good standing signatures of the Bank under the laws of the United States; (vii) a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Illinois, duly certifying as to the existence and good standing of the Bank Subsidiary under the laws of the State of Illinois; (viii) a letter, dated as of a recent date, from the Office of Thrift Supervision, to the effect that Parent is a registered thrift holding company under HOLA; (ix) a certificate, dated as of a recent date, issued by the FDIC, duly certifying that the deposits of the Bank are insured by the FDIC under the Federal Deposit Insurance Act; (x) the certificates required to be delivered pursuant to Section 7.3(c); (xi) an executed counterpart to the Escrow Agreement; (xii) stock certificates representing all of the issued and outstanding Shares, duly endorsed its officers executing documents in blank (or accompanied by duly executed stock powers); (xiii) a receipt for the Purchase Price; (xiv) resignations, effective as of the Closing, of all directors of the Bank and the Bank Subsidiary, except for such persons as shall have been designated in writing prior to the Closing by Purchaser to Parent to remain in such positions immediately following the Closing; (xv) Deposit release instructionsconnection herewith; and (xvi11) all Pay-off letter with respect to the intercompany account Buyer will pay in full at Closing as set forth on Parent Disclosure Schedule 3.01(b) and any necessary, fully executed (but unfiled) UCC termination statements or other previously undelivered documents and certificates releases as may be reasonably required to be delivered by Parent to Purchaser at or prior to evidence the Closing pursuant to this Agreementsatisfaction of such indebtedness.

Deliveries by Parent. (a) At the Closing, Parent shall deliver, will deliver or cause to be delivered, delivered to Purchaser the followingStockholder or the Escrow Agent on behalf of the Stockholder: (ia) certified copies resolutions adopted by the board of (A) directors of Parent, as sole stockholder of Merger Sub, approving the Sale Approval Order, which shall not have been modified or amended in a manner materially adverse to Purchaser that has not been agreed to in writing by Purchaser, and (B) all other Orders consummation of the Bankruptcy Court pertaining to Merger and the transactions contemplated by this Agreement, certified by the Secretary of Parent as of the Closing Date; (iib) true, correct and complete copies resolutions adopted by Merger Sub’s board of directors approving the consummation of the Merger and the transactions contemplated by this Agreement, certified by the Secretary of Merger Sub as of the Closing Date; (c) a copy of the certificate of incorporation of Parent and articles of incorporation of ParentMerger Sub, including any with all amendments thereto, duly certified as of a recent date by the Secretary of State of Delawarethe States of Delaware and Michigan, respectively, as of a date not later than thirty (30) Business Days before the Closing Date; (iiid) true, correct a copy of Parent’s and complete copies of the charter of the Bank, and any amendments thereto, duly Merger Sub’s good standing certificate certified as of a recent date by the Office of Thrift Supervision; (iv) true, correct and complete copies of the articles of incorporation of the Bank Subsidiary, including any amendments thereto, duly certified as of a recent date by the Secretary of State of Illinois;the States of Delaware and Michigan, respectively, as of a date not later than fifteen (15) Business Days before the Closing Date. (ve) a certificate from each of good standingParent and Merger Sub, signed by the Secretary of Parent and Merger Sub, respectively, dated as of the Closing Date, attesting to the authority and verifying the signature of each Person who signed this Agreement or any other agreement, instrument or certificate delivered in connection with the Merger and the transactions contemplated hereby on behalf of Parent and Merger Sub; (f) the Escrow Agreement, duly executed by Parent; (g) the Note, duly executed by Parent; (h) the Merger Consideration; (i) the Investor Guaranty, duly executed by ▇▇▇▇ ▇▇▇▇▇▇▇; (j) the Closing Escrow Deposit; (k) the Existing LC’s shall be delivered to the Stockholder for cancellation; and (l) such other instruments as shall be reasonably requested by the Stockholder to consummate the Merger and effect the transactions contemplated by this Agreement, including, without limitation, a recent date, issued by duly executed Certificate of Merger to be filed with the Secretary of State of Delaware, duly certifying as to the existence and good standing of Parent under the laws of the State of Delaware; (vi) a certificate of good standing, dated as of a recent date, issued by Michigan in accordance with the Office of Thrift Supervision, duly certifying as to the existence and good standing provisions of the Bank under the laws of the United States; (vii) a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Illinois, duly certifying as to the existence and good standing of the Bank Subsidiary under the laws of the State of Illinois; (viii) a letter, dated as of a recent date, from the Office of Thrift Supervision, to the effect that Parent is a registered thrift holding company under HOLA; (ix) a certificate, dated as of a recent date, issued by the FDIC, duly certifying that the deposits of the Bank are insured by the FDIC under the Federal Deposit Insurance Act; (x) the certificates required to be delivered pursuant to Section 7.3(c); (xi) an executed counterpart to the Escrow Agreement; (xii) stock certificates representing all of the issued and outstanding Shares, duly endorsed in blank (or accompanied by duly executed stock powers); (xiii) a receipt for the Purchase Price; (xiv) resignations, effective as of the Closing, of all directors of the Bank and the Bank Subsidiary, except for such persons as shall have been designated in writing prior to the Closing by Purchaser to Parent to remain in such positions immediately following the Closing; (xv) Deposit release instructions; and (xvi) all other previously undelivered documents and certificates required to be delivered by Parent to Purchaser at or prior to the Closing pursuant to this AgreementBCA.

Deliveries by Parent. (a) At the Closing, Parent shall will deliver, or cause to be delivered, to Purchaser the followingSellers’ Representative: (1) on the earlier of (i) certified copies of the date on which the Escrow Agent shall have executed and delivered the Escrow Agreement to Parent and Sellers’ Representative and (Aii) the Sale Approval Ordersecond (2nd) Business Day immediately following the date hereof, which shall not have been modified or amended in a manner materially adverse to Purchaser that has not been agreed to in writing the Escrow Agreement, duly executed by Purchaser, Parent and (B) all other Orders of the Bankruptcy Court pertaining to the transactions contemplated by this AgreementEscrow Agent; (ii2) truethe Lock-Up Agreement, correct duly executed by Parent and each Person set forth on Schedule 1.11(b)(ii)(2); (3) a certificate of the Secretary (or equivalent officer) of Merger Sub, dated as of the Closing Date, certifying that attached thereto are: 1 true and complete copies of all resolutions adopted by the articles Board of incorporation Directors of Merger Sub (i) authorizing and approving the Contemplated Transactions, including approval of this Agreement and the “agreement of merger” contained in this Agreement in accordance with the DGCL, (ii) directing that the “agreement of merger” contained in this Agreement be submitted to Parent, including any amendments theretoas Merger Sub’s sole stockholder, duly certified as of a recent date by the Secretary of State of Delaware; for adoption, and (iii) trueauthorizing and approving the execution, correct delivery and performance of the Transaction Agreements; 2 true and complete copies of all resolutions of Parent, as Merger Sub’s sole stockholder, adopting this Agreement, including the charter “agreement of merger” contained herein, and the Merger, and that all such resolutions are in full force and effect and are the only resolutions adopted by Parent, as Merger Sub’s sole stockholder, in connection with the Contemplated Transactions; 3 the incumbency and signatures of the Bank, officers of Merger Sub who are executing this Agreement and any amendments theretoother Transaction Agreement, duly certified as of a recent date by the Office of Thrift Supervision; (iv) true, correct and complete copies of the articles of incorporation of the Bank Subsidiary, including any amendments thereto, duly certified as of a recent date by the Secretary of State of Illinois; (v) a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Delaware, duly certifying as to the existence and good standing of Parent under the laws of the State of Delaware; (vi) a certificate of good standing, dated as of a recent date, issued by the Office of Thrift Supervision, duly certifying as to the existence and good standing of the Bank under the laws of the United States; (vii) a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Illinois, duly certifying as to the existence and good standing of the Bank Subsidiary under the laws of the State of Illinois; (viii) a letter, dated as of a recent date, from the Office of Thrift Supervision, to the effect that Parent is a registered thrift holding company under HOLA; (ix) a certificate, dated as of a recent date, issued by the FDIC, duly certifying that the deposits of the Bank are insured by the FDIC under the Federal Deposit Insurance Act; (x) the certificates required to be or document delivered pursuant to Section 7.3(c); (xi) an executed counterpart to the Escrow thereby in connection with this Agreement; (xii) stock certificates representing all of the issued and outstanding Shares, duly endorsed in blank (or accompanied by duly executed stock powers); (xiii) a receipt for the Purchase Price; (xiv) resignations, effective as of the Closing, of all directors of the Bank and the Bank Subsidiary, except for such persons as shall have been designated in writing prior to the Closing by Purchaser to Parent to remain in such positions immediately following the Closing; (xv) Deposit release instructions; and (xvi) all other previously undelivered documents and certificates required to be delivered by Parent to Purchaser at or prior to the Closing pursuant to this Agreement.

Deliveries by Parent. (a) At the Closing, Parent shall deliver, or cause to be delivered, to Purchaser the Shareholders' Representatives, on behalf of the Shareholders, the following: duly executed stock certificates representing the Initial Distribution Shares in the names specified in column 1 of Annex B to the Applicable Joinder Agreements and in the denominations set forth in column 3(a) thereof; the SCCA Expenses Reserve in United States dollars by wire transfer to an account designated by the Shareholders' Representatives at least three Business Days prior to the Closing Date; the executive officer certificate referred to in clause (ii) of Section 9.3 hereof; the opinions of counsel referred to in Section 9.4 hereof; executed counterparts of any Consents obtained pursuant to Section 6.3 hereof and not previously delivered to the Sellers' Representatives pursuant to such Section; a copy of the Articles of Amendment and Restatement of Parent adopted pursuant to Section 1.9(a)(i)(A), in the form attached hereto as Annex I, as certified by the Secretary of State of Maryland, and a copy of the Amended Parent By-laws adopted pursuant to Section 1.9(a)(ii), as certified by the Secretary of Parent together with evidence reasonably satisfactory to the Sellers' Representatives showing that the JLW Directors shall have been elected to the Board (and that the only other directors on the Board shall be the Parent Directors), effective immediately following the Closing, and that C▇▇▇▇ ▇▇▇▇▇▇▇ and M▇▇▇ ▇▇▇▇▇ shall have been elected by the Board to the offices of President, Deputy Chief Executive Officer and Chief Operating Officer of Parent, and Deputy Chairman of the Board of Parent, respectively, effective immediately following the Closing; and all other previously undelivered documents, instruments or writings required to be delivered by Parent to the Shareholders or the Sellers' Representatives at or prior to the Closing, pursuant to this Agreement or any other Operative Agreement. (b) At the Closing, Parent shall deliver, or cause to be delivered, to the Escrow Agent, the following: (i) certified copies of (A) a certificate issued in the Sale Approval Order, which shall not have been modified or amended in a manner materially adverse to Purchaser that has not been agreed to in writing by Purchaser, and (B) all other Orders name of the Bankruptcy Court pertaining to Escrow Agent or its nominee representing the transactions contemplated by this Agreement;Adjustment Shares; and (ii) true, correct and complete copies a certificate issued in the name of the articles of incorporation of Parent, including any amendments thereto, duly certified as of a recent date by the Secretary of State of Delaware; (iii) true, correct and complete copies of the charter of the Bank, and any amendments thereto, duly certified as of a recent date by the Office of Thrift Supervision; (iv) true, correct and complete copies of the articles of incorporation of the Bank Subsidiary, including any amendments thereto, duly certified as of a recent date by the Secretary of State of Illinois; (v) a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Delaware, duly certifying as to the existence and good standing of Parent under the laws of the State of Delaware; (vi) a certificate of good standing, dated as of a recent date, issued by the Office of Thrift Supervision, duly certifying as to the existence and good standing of the Bank under the laws of the United States; (vii) a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Illinois, duly certifying as to the existence and good standing of the Bank Subsidiary under the laws of the State of Illinois; (viii) a letter, dated as of a recent date, from the Office of Thrift Supervision, to the effect that Parent is a registered thrift holding company under HOLA; (ix) a certificate, dated as of a recent date, issued by the FDIC, duly certifying that the deposits of the Bank are insured by the FDIC under the Federal Deposit Insurance Act; (x) the certificates required to be delivered pursuant to Section 7.3(c); (xi) an executed counterpart to Escrow Agent or its nominee representing the Escrow Agreement; (xii) stock certificates representing all of the issued and outstanding Shares, duly endorsed in blank (or accompanied by duly executed stock powers); (xiii) a receipt for the Purchase Price; (xiv) resignations, effective as of the Closing, of all directors of the Bank and the Bank Subsidiary, except for such persons as shall have been designated in writing prior to the Closing by Purchaser to Parent to remain in such positions immediately following the Closing; (xv) Deposit release instructions; and (xvi) all other previously undelivered documents and certificates required to be delivered by Parent to Purchaser at or prior to the Closing pursuant to this Agreement.

Deliveries by Parent. (a) At the Closing, the Parent shall deliver, or cause deliver to be delivered, to Purchaser the followingCompany and the Shareholder: (i1) certified copies of (A) The Merger Agreement duly executed by Parent and Merger Sub with the Sale Approval Order, which shall not have been modified or amended in a manner materially adverse to Purchaser that has not been agreed to in writing by Purchaser, and (B) all other Orders of the Bankruptcy Court pertaining to the transactions contemplated by this Agreementrequired officers' certificate; (ii2) true, correct and complete copies The Employment Agreement in the form of Exhibit B attached hereto (the articles of incorporation of "Ades Employment Agreement") executed by Parent, including any amendments thereto, duly certified as of a recent date by the Secretary of State of Delaware; (iii3) true, correct and complete copies The Nonstatutory Stock Option Agreement in the form of Exhibit C attached hereto (the charter of the Bank, and any amendments thereto, duly certified as of a recent date "Ades Option Agreement") executed by the Office of Thrift SupervisionParent; (iv4) true, correct and complete copies The Employment Agreement in the form of Exhibit D attached hereto (the articles of incorporation of the Bank Subsidiary, including any amendments thereto, duly certified as of a recent date "Sels▇▇ ▇▇▇loyment Agreement") executed by the Secretary of State of IllinoisParent; (v5) a certificate The Nonstatutory Stock Option Agreement in the form of good standing, dated as of a recent date, issued Exhibit E attached hereto (the "Sels▇▇ ▇▇▇ion Agreement") executed by the Secretary of State of Delaware, duly certifying as to the existence and good standing of Parent under the laws of the State of DelawareParent; (vi6) a certificate The Employment Agreement in the form of good standing, dated as of a recent date, issued Exhibit F attached hereto (the "Wall▇▇▇ ▇▇▇loyment Agreement") executed by the Office of Thrift Supervision, duly certifying as to the existence and good standing of the Bank under the laws of the United StatesParent; (vii7) a certificate The Nonstatutory Stock Option Agreement in the form of good standing, dated as of a recent date, issued Exhibit G attached hereto (the "Wall▇▇▇ ▇▇▇ion Agreement") executed by the Secretary of State of Illinois, duly certifying as to the existence and good standing of the Bank Subsidiary under the laws of the State of IllinoisParent; (viii8) The Restricted Stock Agreement in the form of Exhibit H attached hereto (the "Restricted Stock Agreement") a letter, dated as of a recent date, from the Office of Thrift Supervision, to the effect that Parent is a registered thrift holding company under HOLAexecuted by Parent; (ix9) a certificateThe opinion of Paul, dated as of a recent dateHastings, issued by the FDICJano▇▇▇▇ & ▇alk▇▇, duly certifying that the deposits of the Bank are insured by the FDIC under the Federal Deposit Insurance Act; ▇▇P (x) the certificates required to be delivered pursuant to Section 7.3(c"PHJW"); (xi) an executed counterpart to the Escrow Agreement; (xii) stock certificates representing all of the issued and outstanding Shares, duly endorsed in blank (or accompanied by duly executed stock powers); (xiii) a receipt for the Purchase Price; (xiv) resignations, effective as of the Closing, of all directors of the Bank and the Bank Subsidiary, except for such persons as shall have been designated in writing prior to the Closing by Purchaser counsel to Parent to remain in such positions immediately following the Closing; (xv) Deposit release instructionsform of Exhibit I attached hereto; and (xvi10) all other previously undelivered documents and certificates required to be delivered The letter concerning the voting for certain director nominees in the form of Exhibit J attached hereto (the "Voting Agreement") executed by Parent to Purchaser at or prior to the Closing pursuant to this AgreementThe Hunt ▇▇▇ily Trust.