Common use of Direct Deposits Clause in Contracts

Direct Deposits. Seller will use its reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the Deposits. For a period of ninety (90) calendar days following the Closing, in the case of ACH direct deposits to accounts containing Deposits (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits each Business Day at 7:00 a.m. Pittsfield time, to the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield time. Such transfers shall contain Direct Deposits effective for that Business Day only. On each Business Day, for a period of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires received by Seller shall be returned (as soon as is practicable after receipt) to the originator with an indication of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.

Direct Deposits. Seller will use its reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement, if any) to the DepositsDeposits that are in Seller’s ACH warehouse system and will use its commercially reasonable efforts to so transfer any other such arrangements. For a period of ninety (90) calendar days following the Closing, in the case of ACH direct deposits to accounts containing constituting Deposits (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits each Business Day at 7:00 a.m. Pittsfield a.m., New York City time, to the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield a.m., New York City time. Such transfers shall contain Direct Deposits effective for that Business Day only. On each Business Day, for a period of thirty ninety (3090) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires received by Seller for credit to accounts constituting Deposits shall be returned (as soon as is practicable after receipt) to the originator with an indication of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.

Direct Deposits. Seller will use its reasonable best efforts to transfer to Purchaser Buyer on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the DepositsDeposit Liabilities. For a period of ninety three (903) calendar days months following the ClosingClosing Date, in the case of ACH direct deposits to accounts containing Deposits Deposit Liabilities (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser Buyer all received ACH direct deposits Direct Deposits each Business Day at 7:00 a.m. Pittsfield time, to the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield timeaccordance with Seller’s customary procedures. Such transfers shall contain Direct Deposits effective for that Business Day onlyBuyer will send NACHA compliant Notice of Change on each transfer received. On each Business Day, for a period of thirty sixty (3060) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires FedWire direct deposits received by Seller shall be returned (as soon as is practicable after receipt) to the originator with an indication of PurchaserBuyer’s correct Wire Room contact information and an instruction that such wire should be sent to PurchaserBuyer. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser Buyer on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account ClosedSold.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser Buyer and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser Buyer will provide ACH originators with account numbers relating to the DepositsDeposit Liabilities.

Direct Deposits. Seller will use its reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the Deposits. For a period of ninety (90) calendar days following the Closing, in the case of ACH direct deposits to accounts containing Deposits (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits each Business Day at 7:00 10:00 a.m. Pittsfield New Jersey time, to the extent reasonably practicable, but in any event not later than 7:30 10:30 a.m. Pittsfield New Jersey time. Such transfers shall contain Direct Deposits effective for that Business Day only. On each Business Day, for a period of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires received by Seller shall be returned (as soon as is practicable after receipt) to the originator with an indication of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.

Direct Deposits. Seller will use its reasonable best efforts to transfer to Purchaser Buyer on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the DepositsDeposit Liabilities. For a period of ninety (90) calendar 30 days following the ClosingData Processing Conversion Date, in the case of ACH direct deposits to accounts containing Deposits Deposit Liabilities (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser Buyer all received ACH direct deposits Direct Deposits each Business Day at 7:00 a.m. Pittsfield time, to the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield timeaccordance with Seller’s customary procedures. Such transfers 30 day time period may be extended by an additional 30 days if the parties mutually agree to such extension based on the volume of the items presented, and Buyer shall contain Direct Deposits effective reimburse Seller for that Business Day onlythe costs and expenses associated with such services provided during the additional 30 day period. Seller will provide standard NACHA files. If any manipulation of the file is required by Buyer, Seller will charge $200 per hour for programming expense. In the event Seller must obtain such services from a third party, Buyers shall reimburse Seller for the costs and expenses of such services immediately upon demand, unless Buyer elects to manipulate such file at Buyer’s sole cost. Buyer will send NACHA compliant Notice of Change on each transfer received. On each Business Day, for a period of thirty (30) calendar 30 days following the Closing Data Processing Conversion Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires FedWire direct deposits received by Seller shall be returned (as soon as is practicable after receipt) to the originator with an indication of PurchaserBuyer’s correct Wire Room contact information and an instruction that such wire should be sent to PurchaserBuyer. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser Buyer on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account Closed.” Sold”. Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time Thirty days prior to the Closing during which Closing, Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser Buyer will provide ACH originators with account numbers relating to the DepositsDeposit Liabilities.

Direct Deposits. Seller will use its reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the DepositsDeposits that are in Seller’s ACH warehouse system and will use its reasonable efforts to so transfer all other such arrangements. All warehoused ACH transactions shall be posted by Seller on the day prior to the Closing Date. For a period of ninety three (903) calendar days months following the ClosingClosing Date, in the case of ACH direct deposits to accounts containing Deposits (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits Direct Deposits at 7:00 a.m. Eastern Standard Time each Business Day at and ACH warehouse transaction information will be provided to Purchaser no later than 7:00 a.m. Pittsfield time, to Eastern Time on the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield timeBusiness Day following the date of Seller’s receipt of the applicable information. Such transfers shall contain Direct Deposits effective for that Business Day only. All ACH files shall be in an acceptable NACHA format with the Purchaser’s RTN in the file header (1) record. On each Business Day, for a period of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), Seller shall forward to Purchaser any and all FedWires (to accounts containing Deposits) received by Seller shall be returned (as soon as is practicable after receipt) to the originator with an indication of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to PurchaserSeller. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Commencing August 21, 2009, Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At Seller shall be responsible for sending appropriate NOCs for all ACH transactions received by the time Seller after the Closing Date for a period of ninety (90) days. After the ACH Direct Deposit Cut-Off Closing Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.

Direct Deposits. Seller will use its all reasonable best efforts to transfer to Purchaser on On the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the Deposits. For On each Business Day for a period of ninety four (904) calendar days months following the Closing, in the case of ACH automated clearing house direct deposits to accounts containing Deposits (the final Business Day of such period being the “"ACH Direct Deposit Cut-Off Date”"), Seller shall transfer to Purchaser all received ACH direct deposits Direct Deposits three times each Business Day at 7:00 a.m. Pittsfield timeat: 6:30 a.m., to the extent reasonably practicable2:30 p.m. and midnight, but in any event not later than 7:30 a.m. Pittsfield timePacific Standard Time. Such transfers shall contain Direct Deposits effective for that Business Day only. On each Business Day, for a period of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “"FedWire Direct Deposit Cut-Off Date”"), FedWires received by Seller shall be returned (as soon as is practicable possible after receipt) to the originator with an indication of Purchaser’s 's correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire applicable Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH automated clearing house and FedWire entries and funds and return such direct deposits to the originators marked “"Account Closed.” " Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH each Direct Deposit Cut-Off off Date, Purchaser will provide ACH automated clearing housing originators with account numbers relating to the Deposits.

Direct Deposits. (a) Seller will use its reasonable best efforts to transfer provide to Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit originator arrangements related (by agreement or other standing arrangement, if any) to the DepositsDeposits that are in Seller’s ACH warehouse system and will use its reasonable best efforts to so transfer any other such arrangements. For a period of ninety (90) calendar days following the Closing, in the case of ACH direct deposits to accounts containing constituting Deposits (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits at 9:00 a.m., Eastern time (or such other mutually agreed upon time), each Business Day at 7:00 a.m. Pittsfield time, to the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield timeDay. Such transfers shall contain Direct Deposits effective for that Business Day only. On each Business Day, for a period of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires received by Seller shall be returned (as soon as is practicable after receipt) to the originator with an indication of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.

Direct Deposits. Seller will use its reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement, if any) to the DepositsDeposits that are in Seller’s ACH warehouse system and will use its reasonable best efforts to so transfer any other such arrangements. For a period of ninety (90) calendar days following the Closing, in the case of ACH direct deposits to accounts containing constituting Deposits (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits at 9:00 a.m., Eastern time, each Business Day at 7:00 a.m. Pittsfield time, to the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield timeDay. Such transfers shall contain Direct Deposits effective for that Business Day only. On each Business Day, for a period of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires received by Seller for credit to accounts constituting Deposits shall be returned (as soon as is practicable after receipt) to the originator with an indication of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At Beginning on the time of the ACH Direct Deposit Cut-Off Closing Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.

Direct Deposits. Seller will use its all reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house (“"ACH”") and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the Deposits. For a period of ninety three (903) calendar days months following the ClosingClosing Date, in the case of ACH direct deposits to accounts containing Deposits (the final Business Day of such period being the “"ACH Direct Deposit Cut-Off Date”"), Seller shall transfer to Purchaser all received ACH direct deposits Direct Deposits at 10:30 a.m. Central Standard Time each Business Day at 7:00 a.m. Pittsfield time, to the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield timeDay. Such transfers shall contain Direct Deposits effective for that Business Day onlyonly unless otherwise agreed by Seller and Buyer. On each Business Day, for a period of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “"FedWire Direct Deposit Cut-Off Date”"), FedWires received by Seller shall be returned (as soon as is practicable possible after receipt) to the originator with an indication of Purchaser’s 's correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “"Account Closed.” " Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.

Direct Deposits. Seller will use its reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the DepositsDeposits that are in Seller’s ACH warehouse system and will use its reasonable best efforts to so transfer all other such arrangements. For a period of ninety three (903) calendar days months following the ClosingClosing Date, in the case of ACH direct deposits to accounts containing Deposits (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits Direct Deposits at 9:00 a.m. Eastern Standard Time each Business Day at 7:00 a.m. Pittsfield time, and ACH warehouse transaction information will be provided to the extent reasonably practicable, but in any event not Purchaser no later than 7:30 9:00 a.m. Pittsfield timeEastern Standard Time on the Business Day following the date of Seller’s receipt of the applicable information. Such transfers shall contain Direct Deposits effective for that Business Day only. On each Business Day, for a period of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires received by Seller shall be returned (as soon as is practicable after receipt) to the originator with an indication of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller Republic Bank has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.

Direct Deposits. Seller will use its reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the Deposits. For a period of ninety (90) calendar days following the Closing, in the case of ACH direct deposits to accounts containing Deposits (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits each Business Day following the receipt thereof at 7:00 a.m. Pittsfield New York time, to the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield New York time. Such transfers shall contain Direct Deposits effective for that Business Day only. On each Business Day, for a period of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser all FedWires received by Seller shall be returned (as soon as is practicable after receipt) and shall also use its reasonable best efforts to the provide each such originator with an indication of Purchaser’s correct Wire Room contact information and an instruction that such wire future wires should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.

Direct Deposits. Seller will use its all reasonable best efforts to transfer to Purchaser on Buyer not later than the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the Deposits. For As soon as practicable after the receipt of all Regulatory Approvals (except for the expiration of statutory waiting periods), Seller will deliver to Buyer a listing in a format mutually agreed upon by the parties of all such direct deposit records which Seller, in the exercise of all reasonable efforts, is able to identify. On each Business Day for a period of ninety one hundred twenty (90120) calendar days following the Closing, in the case of ACH automated clearing house direct deposits to accounts containing Deposits (the final Business Day of such period being the “"ACH Direct Deposit Cut-Off Date”"), Seller shall transfer to Purchaser all received ACH direct deposits each Business Day at 7:00 a.m. Pittsfield timeshall, to the extent reasonably as soon as practicable, but in any event not no less than twice daily and no later than 7:30 a.m. Pittsfield 8:00 A.M., local time. Such transfers shall contain Direct Deposits effective for that , of each Business Day onlyfor same day settlement, and no later than 8:00 P.M., local time, of each Business Day for settlement on the following Business Day, remit and transfer to Buyer all ACH direct deposits intended for accounts constituting Deposits. On each Business Day, for a period of thirty (30) calendar 120 days following the Closing Date Date, in the case of FedWire direct deposits to accounts constituting Deposits (the final Business Day of such period being the “"FedWire Direct Deposit Cut-Off Date”"), FedWires received by Seller shall be returned (shall, as soon as is practicable after receipt) practicable, but in any event, no later than 12:00 noon, local time, of each Business Day following the date of receipt thereof, remit and transfer to the originator with an indication of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to PurchaserBuyer all FedWire direct deposits intended for accounts constituting Deposits. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser Buyer on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH applicable Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off off Date, Seller may discontinue accepting and forwarding ACH automated clearing house and FedWire entries and funds and return such direct deposits to the originators marked “"Account ClosedTransferred.” " Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser Buyer and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the BranchesBranch. At Buyer shall provide notice of change to the time of the ACH Direct Deposit Cutautomated clearing-Off Date, Purchaser will provide ACH house originators with account numbers relating to the Deposits.

Direct Deposits. Seller will transfer, or use its commercially reasonable best efforts to transfer cause Huntington pursuant to the Huntington Agreement to transfer, to Purchaser on not later than the Closing Date all of those automated clearing house Automated Clearing House (“"ACH”") and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the Deposits. For As soon as practicable after the receipt of all Regulatory Approvals (except for the expiration of statutory waiting periods), Seller will deliver, or use its commercially reasonable efforts to cause Huntington pursuant to the Huntington Agreement to deliver, to Purchaser a period listing in Huntington's or Seller's format, as applicable, of ninety (90) calendar days following the Closingall such direct deposit records which Seller or Huntington, in the case exercise of all reasonable efforts, are able to identify. In connection with the obligations under Section 4.1, Purchaser and Seller shall, and Seller shall use its commercially reasonable efforts to cause Huntington pursuant to the Huntington Agreement to, cooperate in good faith (i) to determine the method and timing for remitting to Purchaser and settling, for a 180-day period following the Florida Franchise Closing Date, ACH direct deposits and FedWire direct deposits relating to accounts containing Deposits constituting Deposits, as well as such other matters relating thereto as may be necessary or advisable for purposes of assuring an orderly transition of ownership of the Deposit Liabilities to Purchaser hereunder, and (ii) to determine the final Business Day method and timing for remitting to Seller or Huntington, as applicable, and settling, for a 180-day period following the Florida Franchise Closing Date, ACH direct deposits and FedWire direct deposits relating to deposit accounts of such period being Seller or Huntington that are not Deposits, but which transactions are nonetheless routed to Purchaser as a result of the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits each Business Day at 7:00 a.m. Pittsfield timeof the routing and transit numbers or for other reasons, to as well as such other matters relating thereto as may be necessary or advisable for purposes of assuring the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield time. Such transfers shall contain Direct Deposits effective for that Business Day only. On each Business Day, for a period orderly processing of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires received by Seller shall be returned (as soon as is practicable after receipt) to the originator with an indication of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded transactions routed to Purchaser on the same Business Day as that on which relate to deposit accounts of Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account Closed.” Seller and its Affiliates shall Huntington that are not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.

Direct Deposits. (a) Seller will use its reasonable best efforts to transfer provide to Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit originator arrangements related (by agreement or other standing arrangement, if any) to the DepositsDeposits that are in Seller’s ACH warehouse system and will use its reasonable best efforts to so transfer any other such arrangements. For a period of ninety sixty (9060) calendar days following the Closing, in the case of ACH direct deposits to accounts containing constituting Deposits (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits at 9:00 a.m., Eastern time (or such other mutually agreed upon time), each Business Day at 7:00 a.m. Pittsfield time, to the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield timeDay. Such transfers shall contain Direct Deposits effective for that Business Day only. On each Business Day, for a period of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires received by Seller shall be returned (as soon as is practicable after receipt) to the originator with an indication of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits. (b) Purchaser agrees that in the event that it or any of its Affiliates receives an ACH direct deposit related to the Deposits prior to the Closing (each, an “Unauthorized ACH Deposit”), Purchaser shall not accept such Unauthorized ACH Deposit and return the related direct deposits to the originators. (c) After the Closing Date, Seller shall (i) no longer be obligated to process or forward to Purchaser any incoming or outgoing wires received by Seller for credit to accounts constituting Deposits, (i) return all wires received after the Closing Date to the originator as unable to apply to the referenced account constituting a Deposit and (iii) upon reasonable request by Purchaser, provide Purchaser with historical incoming wire history information with respect to the thirteen (13) month period prior to the Closing Date (the “Covered Period”) such that Purchaser is able to provide current wire instructions to the originator from and after the Closing Date. The wire history information provided under the terms of the previous sentence shall include the beneficiary account number, beneficiary account name, cumulative value and total number of wires received during the Covered Period. Purchaser shall provide a unique and singular communication with specific new wire instructions to the receivers (beneficiaries) who have received ten (10) or more wires during the Covered Period. Such specific instructions must be provided in writing to the applicable receivers (beneficiaries) no less than thirty (30) calendar days prior to the Closing Date. Seller shall provide reports to Purchaser for any customers who have data resident on Seller’s wire transfer-specific application, including wire templates (repetitive wire instructions), standing order transfers or PINs authorizing the sender to directly contact the wire operation for the initiation of a wire transfer. At least five (5) Business Days prior to the Closing Date, Purchaser shall contact these specific clients to provide such clients with information regarding Purchaser’s services, capabilities and use instructions or reasonable substitutions.

Direct Deposits. Seller will use its reasonable best efforts to transfer to Purchaser Buyer on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the DepositsDeposit Liabilities. For a period of ninety three (903) calendar days months following the ClosingClosing Date, in the case of ACH direct deposits to accounts containing Deposits Deposit Liabilities (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser Buyer all received ACH direct deposits Direct Deposits each Business Day at 7:00 a.m. Pittsfield timein accordance with Seller’s customary procedures. Seller shall, to the extent reasonably practicableon behalf of Buyer, but in any event not later than 7:30 a.m. Pittsfield time. Such transfers shall contain Direct Deposits effective for that Business Day onlysend NACHA compliant Notice of Change on each transfer received. On each Business Day, for a period of thirty sixty (3060) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires FedWire direct deposits received by Seller shall be returned (as soon as is practicable after receipt) to the originator with an indication of PurchaserBuyer’s correct Wire Room contact information and an instruction that such wire should be sent to PurchaserBuyer. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser Buyer on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds funds, and return such direct deposits to the originators marked “Account ClosedSold.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser Buyer and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser Buyer will provide ACH originators with account numbers relating to the DepositsDeposit Liabilities.

Direct Deposits. Seller will use its reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement, if any) to the DepositsDeposits that are in Seller’s ACH warehouse system and will use its commercially reasonable efforts to so transfer any other such arrangements. For a period of ninety sixty (9060) calendar days following the Closing, in the case of ACH direct deposits to accounts containing constituting Deposits (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits each Business Day at 7:00 a.m. Pittsfield time10:00 a.m., Eastern Time, to the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield time11:00 a.m., Eastern Time. Such transfers shall contain Direct Deposits effective for that Business Day only. On each Business Day, for a period of thirty sixty (3060) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires received by Seller for credit to accounts constituting Deposits shall be returned (as soon as is practicable after receipt) to the originator with an indication of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the BranchesOffice. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.

Direct Deposits. Seller will use its reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the Deposits. For a period of ninety three (903) calendar days months following the ClosingClosing Date, in the case of ACH direct deposits to accounts containing Deposits (the final Business Day of such period being the “ACH Direct Deposit Cut-Off CutOff Date”), Seller shall transfer to Purchaser all received ACH direct deposits Direct Deposits each Business Day at 7:00 a.m. Pittsfield time, to the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield timeaccordance with Seller’s customary procedures. Such transfers shall contain Direct Deposits effective for that Business Day onlyPurchaser will send NACHA compliant Notice of Change on each transfer received. On each Business Day, for a period of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires FedWire direct deposits received by Seller shall be returned (as soon as is practicable after receipt) to the originator with an indication of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account ClosedSold.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.

Direct Deposits. Seller will use its reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the Deposits. For a period of ninety three (903) calendar days months following the ClosingClosing Date, in the case of ACH direct deposits to accounts containing Deposits (the final Business Day of such period being the “ACH Direct Deposit Cut-Cut- Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits Direct Deposits each Business Day at 7:00 a.m. Pittsfield time, to the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield timeaccordance with Seller’s customary procedures. Such transfers shall contain Direct Deposits effective for that Business Day onlyPurchaser will send NACHA compliant Notice of Change on each transfer received. On each Business Day, for a period of thirty sixty (3060) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires FedWire direct deposits received by Seller shall be returned (as soon as is practicable after receipt) to the originator with an indication of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account ClosedSold.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.

Direct Deposits. As soon as practicable after the notice provided in Section 15(c), Seller will use its reasonable best efforts to transfer to Purchaser Buyer on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the DepositsDeposit Liabilities that are in Seller’s ACH warehouse system and will use its commercially reasonable efforts to so transfer any other such arrangements. For a period of ninety three (903) calendar days months following the ClosingClosing Date, in the case of ACH direct deposits to accounts containing Deposits Deposit Liabilities (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser Buyer all received ACH direct deposits PURCHASE AND ASSUMPTION AGREEMENT - FIRST FINANCIAL BANK, N.A (“BUYER”), FLAGSTAR BANK, FSB (“SELLER”) AND FLAGSTAR BANCORP, INC. (“SELLER PARENT”) DATED AUGUST 15, 2011 Direct Deposits each Business Day at 7:00 a.m. Pittsfield timein accordance with Seller’s customary procedures. Seller shall, to the extent reasonably practicableon behalf of Buyer, but in any event not later than 7:30 a.m. Pittsfield time. Such transfers shall contain Direct Deposits effective for that Business Day onlysend NACHA compliant Notice of Change on each transfer received. On each Business Day, for a period of thirty sixty (3060) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires FedWire direct deposits received by Seller shall be returned (as soon as is practicable after receipt) to the originator with an indication of PurchaserBuyer’s correct Wire Room contact information and an instruction that such wire should be sent to PurchaserBuyer. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser Buyer on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds funds, and return such direct deposits to the originators marked “Account ClosedSold.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser Buyer and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser Buyer will provide ACH originators with account numbers relating to the DepositsDeposit Liabilities.

Direct Deposits. Seller will use its reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the DepositsDeposits that are in Seller’s ACH warehouse system and will use its reasonable best efforts to so transfer all other such arrangements. For a period of ninety (90) calendar days following the Closing, in the case of ACH direct deposits to accounts containing Deposits (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits at 9:00 a.m. Pittsburgh time each Business Day at 7:00 a.m. Pittsfield time, and ACH warehouse transaction information will be provided to the extent reasonably practicable, but in any event not Purchaser no later than 7:30 9:00 a.m. Pittsfield timePittsburgh time on the Business Day following the date of Seller’s receipt of the applicable information. Such transfers shall contain Direct Deposits effective for that Business Day only. On each Business Day, for a period of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires received by Seller shall be returned (as soon as is practicable after receipt) to the originator with an indication of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the BranchesBranch. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.

Direct Deposits. Both before and after the Closing, Seller will use its commercially reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house Automated Clearing House (“ACH”) and FedWire direct deposit arrangements that are commercially reasonable for Seller to transfer and that are related (by agreement or other standing arrangement, if any) to the DepositsDeposits that are in Seller’s ACH warehouse system or other systems. Seller will use its commercially reasonable efforts to so transfer any other such arrangements. (a) For a period of ninety (90) 60 calendar days following the Closing, in the case of ACH direct deposits debit or credit transactions (“ACH Entries”) to accounts containing constituting Deposits (the final Business Day of such period being the “ACH Direct Deposit Entries Cut-Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits Entries at 12 noon Pacific time (or such other mutually agreed upon time), each Business Day at 7:00 a.m. Pittsfield time, to the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield timeDay. Such transfers shall contain Direct Deposits ACH Entries effective for that Business Day only. On each Business Day, for a period of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires received by Seller Purchaser shall be returned (as soon as is practicable after receipt) responsible for returning ACH Entries to the originator with an indication originators through the ACH clearing house for ACH Entries that cannot be posted for any reason, including as a result of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to Purchaserinsufficient funds in the applicable Deposit account or the applicable Deposit account being closed. Compensation for ACH direct deposits or FedWire direct deposits Entries not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Entries Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries Entries and funds and return such direct deposits ACH Entries to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit ACH Entries arrangements related to the BranchesDeposits. At the time of the ACH Direct Deposit Entries Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits. (b) Purchaser agrees that in the event that it receives any ACH Entries related to the Deposits prior to the Closing (each, an “Unauthorized ACH Entry”), Purchaser, in its sole discretion, shall either (i) not accept such Unauthorized ACH Entry and return the related ACH Entries to the originators or (ii) provide an automated solution for the delivery of the Unauthorized ACH Entry to Seller with the correct Seller bank routing and account number so that the item can be posted to the correct Seller deposit account. Purchaser agrees to indemnify Seller for any claims or losses that Seller may incur as a result of processing an Unauthorized ACH Entry. (c) As soon as practicable after the notice provided in Section 7.1(a)(i), Purchaser shall send appropriate notice to all customers having accounts constituting Deposits, the terms of which provide for ACH Entries of such accounts by third parties, instructing such customers concerning the transfer of customer ACH Entries authorizations from Seller to Purchaser. Such notice shall be in a form reasonably agreed to by the parties. Beginning on the Closing Date, Purchaser shall provide an electronic notification of change to the ACH originators of such ACH Entries with account numbers relating to the Deposits. (d) Purchaser shall establish ACH service prior to the Closing Date for all ACH originator accounts. As soon as practicable after the notice provided in Section 7.1(a)(i), Purchaser shall contact all ACH originator clients to (i) notify them of the change in service following the Closing Date and (ii) establish ACH service prior to the Closing Date, including appropriate client testing. Any ACH origination file received prior to the Closing Date regardless of the effective date will be processed by Seller. Seller will be responsible for creating client reporting for any ACH return transactions that were originated prior to, but returned after, the Closing Date. Seller may create settlement transactions to ACH originators for returned or exception transactions received for files originated prior to the Closing Date for a period of up to 60 days following the Closing Date or the effective date of the last file processed by the Seller prior to the Closing Date, whichever is later. These settlement transactions will be posted to the Purchaser’s account and Purchaser will be provided the details of these transactions to post.

Direct Deposits. Seller will use its reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the Deposits. For a period of ninety (90) calendar days following the Closing, in the case of ACH direct deposits to accounts containing Deposits (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits each Business Day at 7:00 a.m. Pittsfield Pittsburgh time, to the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield Pittsburgh time. Such transfers shall contain Direct Deposits effective for that Business Day only. On each Business Day, for a period of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires received by Seller shall be returned (as soon as is practicable after receipt) to the originator with an indication of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.

Direct Deposits. Seller will use its all reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the Deposits. For On each Business Day for a period of ninety four (904) calendar days months following the Closing, in the case of ACH automated clearing house direct deposits to accounts containing Deposits (the final Business Day of such period being the “"ACH Direct Deposit Cut-Off Date”"), Seller shall transfer to Purchaser all received ACH direct deposits Direct Deposits three times each Business Day at 7:00 a.m. Pittsfield timeat: 6:30 a.m., to the extent reasonably practicable2:30 p.m. and midnight, but in any event not later than 7:30 a.m. Pittsfield timePacific Standard Time. Such transfers shall contain Direct Deposits effective for that Business Day only. On each Business Day, for a period of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “"FedWire Direct Deposit Cut-Off Date”"), FedWires received by Seller shall be returned (as soon as is practicable possible after receipt) to the originator with an indication of Purchaser’s 's correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire applicable Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH automated clearing house and FedWire entries and funds and return such direct deposits to the originators marked “"Account Closed.” " Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH each Direct Deposit Cut-Off off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.,

Direct Deposits. Seller will use its all reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the Deposits. For On each Business Day for a period of ninety four (904) calendar days months following the Closing, in the case of ACH automated clearing house direct deposits to accounts containing Deposits (the final Business Day of such period being the “"ACH Direct Deposit Cut-Off Date”"), Seller shall transfer to Purchaser all received ACH direct deposits Direct Deposits three times each Business Day at 7:00 a.m. Pittsfield timeat: 6:30 am, to the extent reasonably practicable2:30 p.m. and midnight, but in any event not later than 7:30 a.m. Pittsfield timePacific Standard Time. Such transfers shall contain Direct Deposits effective for that Business Day only. On each Business Day, for a period of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “"FedWire Direct Deposit Cut-Off Date”"), FedWires received by Seller shall be returned (as soon as is practicable possible after receipt) to the originator with an indication of Purchaser’s 's correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire applicable Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH automated clearing house and FedWire entries and funds and return such direct deposits to the originators marked “"Account Closed.” " Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH each Direct Deposit Cut-Off off Date, Purchaser will provide ACH automated clearing housing originators with account numbers relating to the Deposits.

Direct Deposits. (a) Seller will use its reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct wire transfer deposit arrangements related (by agreement or other standing arrangement, if any) to the DepositsDeposits that are in Seller’s ACH warehouse system and will use its reasonable best efforts to so transfer any other such arrangements. For a period of ninety (90) calendar days following the Closing, in the case of ACH direct deposits to accounts containing constituting Deposits (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits by 9:00 a.m., Eastern time, each Business Day at 7:00 a.m. Pittsfield time, to the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield timeDay. Such transfers shall contain Direct Deposits effective for that Business Day only. On each Business Day, for a period of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Wire Transfer Deposit Cut-Off Date”), FedWires received by Seller for credit to accounts constituting Deposits shall be returned (as soon as is practicable after receipt) to the originator with an indication notice of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent return being made to Purchaser. Compensation for ACH direct deposits or FedWire direct wire transfer deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Wire Transfer Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree Beginning on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.

Direct Deposits. Both before and after the Closing, Seller will use its commercially reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house Automated Clearing House (“ACH”) and FedWire direct deposit arrangements that are commercially reasonable for Seller to transfer and that are related (by agreement or other standing arrangement, if any) to the DepositsDeposits that are in Seller’s ACH warehouse system or other systems. Seller will use its commercially reasonable efforts to so transfer any other such arrangements. (a) For a period of ninety (90) 60 calendar days following the Closing, in the case of ACH direct deposits debit or credit transactions (“ACH Entries”) to accounts containing constituting Deposits (the final Business Day of such period being the “ACH Direct Deposit Entries Cut-Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits Entries at 12 noon Pacific time (or such other mutually agreed upon 25 time), each Business Day at 7:00 a.m. Pittsfield time, to the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield timeDay. Such transfers shall contain Direct Deposits ACH Entries effective for that Business Day only. On each Business Day, for a period of thirty (30) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires received by Seller Purchaser shall be returned (as soon as is practicable after receipt) responsible for returning ACH Entries to the originator with an indication originators through the ACH clearing house for ACH Entries that cannot be posted for any reason, including as a result of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to Purchaserinsufficient funds in the applicable Deposit account or the applicable Deposit account being closed. Compensation for ACH direct deposits or FedWire direct deposits Entries not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Entries Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries Entries and funds and return such direct deposits ACH Entries to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit ACH Entries arrangements related to the BranchesDeposits. At the time of the ACH Direct Deposit Entries Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits. (b) Purchaser agrees that in the event that it receives any ACH Entries related to the Deposits prior to the Closing (each, an “Unauthorized ACH Entry”), Purchaser, in its sole discretion, shall either (i) not accept such Unauthorized ACH Entry and return the related ACH Entries to the originators or (ii) provide an automated solution for the delivery of the Unauthorized ACH Entry to Seller with the correct Seller bank routing and account number so that the item can be posted to the correct Seller deposit account. Purchaser agrees to indemnify Seller for any claims or losses that Seller may incur as a result of processing an Unauthorized ACH Entry. (c) As soon as practicable after the notice provided in Section 7.1(a)(i), Purchaser shall send appropriate notice to all customers having accounts constituting Deposits, the terms of which provide for ACH Entries of such accounts by third parties, instructing such customers concerning the transfer of customer ACH Entries authorizations from Seller to Purchaser. Such notice shall be in a form reasonably agreed to by the parties. Beginning on the Closing Date, Purchaser shall provide an electronic notification of change to the ACH originators of such ACH Entries with account numbers relating to the Deposits. (d) Purchaser shall establish ACH service prior to the Closing Date for all ACH originator accounts. As soon as practicable after the notice provided in Section 7.1(a)(i), Purchaser shall contact all ACH originator clients to (i) notify them of the change in service following the Closing Date and (ii) establish ACH service prior to the Closing Date, including appropriate client testing. Any ACH origination file received prior to the Closing Date regardless of the effective date will be processed by Seller. Seller will be responsible for creating client reporting for any ACH return transactions that were originated prior to, but returned after, the Closing Date. Seller may create settlement transactions to ACH originators for returned or exception transactions received for files originated prior to the Closing Date for a period of up to 60 days following the Closing Date or the effective date of the last file processed by the Seller prior to the Closing Date, whichever is later. These settlement transactions will be posted to the Purchaser’s account and Purchaser will be provided the details of these transactions to post.

Direct Deposits. Seller will use its reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement, if any) to the DepositsDeposits that are in Seller’s ACH warehouse system and will use its commercially reasonable efforts to so transfer any other such arrangements. For a period of ninety (90) calendar days following the Closing, in the case of ACH direct deposits to accounts containing constituting Deposits (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits each Business Day at 7:00 a.m. Pittsfield time9:00 a.m., Eastern Time, to the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield time10:00 a.m., Eastern Time. Such transfers shall contain Direct Deposits effective for that Business Day only. On each Business Day, for a period of thirty ninety (3090) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires received by Seller for credit to accounts constituting Deposits shall be returned (as soon as is practicable after receipt) to the originator with an indication of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the BranchesBranch. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.

Direct Deposits. Seller will use its reasonable best efforts to transfer to Purchaser Buyer on the Closing Date all of those automated clearing house (“"ACH”") and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to the DepositsDeposit Liabilities. For a period of ninety (90) calendar days six months following the ClosingClosing Date, in the case of ACH direct deposits to accounts containing Deposits Deposit Liabilities (the final Business Day of such period being the “"ACH Direct Deposit Cut-Off Date”"), Seller shall transfer to Purchaser Buyer all received ACH direct deposits Direct Deposits each Business Day at 7:00 a.m. Pittsfield time, to the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield timeaccordance with Seller’s customary procedures. Such transfers shall contain Direct Deposits effective for that Business Day onlyBuyer will send NACHA compliant Notice of Change on each transfer received. On each Business Day, for a period of thirty (30) 90 calendar days following the Closing Date (the final Business Day of such period being the “"FedWire Direct Deposit Cut-Off Date”"), FedWires FedWire direct deposits received by Seller shall be returned (as soon as is practicable after receipt) to the originator with an indication of PurchaserBuyer’s correct Wire Room contact information and an instruction that such wire should be sent to PurchaserBuyer. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser Buyer on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “"Account ClosedSold.” " Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser Buyer and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser Buyer will provide ACH originators with account numbers relating to the DepositsDeposit Liabilities.

Direct Deposits. Seller will use its reasonable best efforts to transfer to Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire direct deposit arrangements related (by agreement or other standing arrangement, if any) to the DepositsAssumed Deposits that are in Seller’s ACH warehouse system and will use its commercially reasonable efforts to so transfer any other such arrangements. For a period of ninety (90) calendar days following the Closing, in the case of ACH direct deposits to accounts containing constituting Assumed Deposits (the final Business Day of such period being the “ACH Direct Deposit Cut-Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits each Business Day at 7:00 by 10:00 a.m. Pittsfield time, to the extent reasonably practicable, but in any event not later than 7:30 a.m. Pittsfield time. Such transfers shall contain Direct Deposits effective for that Business Day only. On each Business Day, for a period of thirty ninety (3090) calendar days following the Closing Date (the final Business Day of such period being the “FedWire Direct Deposit Cut-Off Date”), FedWires received by Seller for credit to accounts constituting Assumed Deposits shall be returned (as soon as is practicable after receipt) to the originator with an indication of Purchaser’s correct Wire Room contact information and an instruction that such wire should be sent to Purchaser. Compensation for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business Day as that on which Seller has received such deposits will be handled in accordance with the applicable rules established by the United States Council on International Banking. After the respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct deposits to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable period of time prior to the Closing during which Seller will no longer be obligated to accept new direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off Date, Purchaser will provide ACH originators with account numbers relating to the Assumed Deposits.