Common use of Interest Reporting and Withholding Clause in Contracts

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, the Seller will report to applicable taxing authorities and holders of DepositsAssumed Deposits transferred on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through and including the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Assumed Deposits. Purchaser The Buyer will report to the applicable taxing authorities and holders of Assumed Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Assumed Deposits. Any amounts required by any governmental agencies to be withheld from any of the Assumed Deposits through the Closing Date will be withheld by the Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by the Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser the Buyer in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Purchaser the Buyer to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day Promptly after the Closing Date, concerning all but in no event later than the date the Buyer is obligated to remit such interest amounts to the applicable governmental agency, the Seller will pay to the Buyer that portion of any sums theretofore withheld by the Seller from any Assumed Deposits transferred on the Closing Date which are or may be required to be remitted by the Buyer pursuant to the foregoing and points receivedshall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by the Seller.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon upon, the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon upon, the Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices and forms required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (ba) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (cb) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing Taxing authorities and holders of Assumed Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Assumed Deposits. Purchaser will report to the applicable taxing Taxing authorities and holders of Assumed Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Assumed Deposits. Any amounts required by any governmental agencies to be withheld from any of the Assumed Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax Tax identification numbers required to be delivered for the period through the Closing Date which occur with respect to the Assumed Deposits, and . Purchaser shall be responsible for delivering to payees all such IRS notices required to be delivered following the Closing Date with respect to the Depositscalendar year in which the Closing occurs and thereafter. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing Tax authorities and to obligors on Designated Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by the Seller. Purchaser will make all required reports to applicable taxing Tax authorities and to obligors on Designated Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing Tax authorities and holders of Assumed Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including for purposes hereof dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Assumed Deposits. Purchaser will report to the applicable taxing Tax authorities and holders of Assumed Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Assumed Deposits. Any amounts required by any governmental agencies Governmental Authority to be withheld from any of the Assumed Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency Governmental Authority and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or the appropriate notice from any governmental agency Governmental Authority and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. Promptly after the Closing Date, but in no event later than the date Purchaser is obligated to remit such amounts to the applicable Governmental Authority, Seller will pay to Purchaser that portion of any sums theretofore withheld by Seller from any Assumed Deposits that are required to be remitted by Purchaser pursuant to the foregoing and shall directly remit to the applicable Governmental Authority that portion of any such sums that are required to be remitted by Seller. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS Internal Revenue Service notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Assumed Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Assumed Deposits. Purchaser and Seller shall, prior to the Closing Date, consult and Seller shall take reasonable actions as are necessary to permit Purchaser timely to deliver such Internal Revenue Service notices required to be delivered following the Closing Date. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased on the Closing DatePurchased Loans, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased on the Closing DatePurchased Loans, with respect to all periods from and after the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency Governmental Authority and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency Governmental Authority and will be remitted by Purchaser to the appropriate agency Governmental Authority on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Assumed Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Assumed Deposits. Purchaser will report to the applicable taxing authorities and holders of Assumed Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Assumed Deposits. Any amounts required by any governmental agencies to be withheld from any of the Assumed Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered for the period through the Closing Date which occur with respect to the Assumed Deposits, and . Purchaser shall be responsible for delivering to payees all such IRS notices required to be delivered following for the period from the day after the Closing Date with respect to the DepositsDate. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by the Seller. Purchaser will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Assumed Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from from, and any early withdrawal penalties imposed upon the Assumed Deposits. Purchaser will report to the applicable taxing authorities and holders of Assumed Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from from, and any early withdrawal penalties imposed upon the such Assumed Deposits. Any amounts required by any governmental agencies to be withheld from any of the Assumed Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall will be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered for the period through the Closing Date which occurs with respect to the Assumed Deposits, and . Purchaser shall will be responsible for delivering to payees all such IRS notices required to be delivered following for the period from the day after the Closing Date with respect to the DepositsDate. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. Unless otherwise agreed by the parties: (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of DepositsDeposits and purchased Excluded Deposits transferred on the Closing Date, with respect to the period from January 1 of the year in which the Closing Date occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits and purchased Excluded Deposits. . (b) Purchaser will report to the applicable taxing authorities and holders of Deposits and purchased Excluded Deposits, with respect to all periods from and after the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Deposits and purchased Excluded Deposits. . (c) Any amounts required by any governmental agencies to be withheld from any of the Deposits or purchased Excluded Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. Within thirty (30) calendar days after the Closing Date, Seller shall pay to Purchaser that portion of any sums theretofore withheld by Seller from any Deposits and purchased Excluded Deposits transferred on the Closing Date which are or may be required to be remitted by Purchaser pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by Seller. (bd) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Deposit Related Loans purchased on the Closing Date, with respect to all periods from and after January 1 of the day year in which the Closing Date occurs through the Closing Date, concerning all such interest and points received by Seller. (e) Purchaser will make all required reports to applicable Tax authorities and to obligors on Deposit Related Loans purchased on the Closing Date, with respect to all periods from and after the Closing Date, concerning all such interest and points receivedreceived by Purchaser.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of DepositsDeposit Liabilities, with respect to the period from January 1 of the year in which the Closing occurs through the Closing DateEffective Time, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the DepositsDeposit Liabilities. Purchaser will report to the applicable taxing authorities and holders of DepositsDeposit Liabilities, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Deposit Liabilities. (b) Any amounts required by any governmental agencies taxing authorities to be withheld from any of the Deposits Deposit Liabilities through the Closing Date Effective Time will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency taxing authority and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date Effective Time will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency taxing authority and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (bc) Unless otherwise agreed Within five (5) calendar days after the date hereof, Seller shall provide Purchaser in an electronic format a file setting forth (i) the names, addresses, account numbers and federal tax identification numbers of each holder of Deposit Liabilities for which Seller has received a certification of such holder’s tax identification number and (ii) the names, addresses and account numbers of each holder of Deposit Liabilities which is subject to by back-up withholding. (d) Within five (5) calendar days after the partiesClosing Date, Seller shall deliver or make available to Purchaser all original forms, records and documents in its possession (or copies thereof if originals are not in Seller’s possession) regarding tax identification number certification and back-up holding requests, including, without limitation, all Forms W-8 and Forms W-9 related to the Deposit Liabilities, provided that Seller shall be entitled to retain a copy of all such forms, records and documents for its files. (e) Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date Effective Time with respect to the DepositsDeposit Liabilities, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date Effective Time with respect to the DepositsDeposit Liabilities. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a1) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of DepositsDeposit Liabilities, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the DepositsDeposit Liabilities. Purchaser Buyer will report to the applicable taxing authorities and holders of DepositsDeposit Liabilities, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the DepositsDeposit Liabilities. Any amounts required by any governmental agencies Governmental Entity to be withheld from any of the Deposits Deposit Liabilities through the Closing Date will be withheld by Seller in accordance with applicable law Legal Requirements or appropriate notice from any governmental agency Governmental Entity and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser Buyer in accordance with applicable law Legal Requirements or appropriate notice from any governmental agency Governmental Entity and will be remitted by Purchaser Buyer to the appropriate agency on or prior to the applicable due date. (b2) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the DepositsDeposit Liabilities, and Purchaser Buyer shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the DepositsDeposit Liabilities. (c3) Unless otherwise agreed to by the parties, Seller will timely make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing DateLoans, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, Date concerning all interest and points received by Seller. Purchaser , and Buyer will timely make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing DateLoans, with respect to all periods from the day after the Closing Date, Date concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities Taxing Authorities and holders of DepositsDeposit Liabilities, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the DepositsDeposit Liabilities. Purchaser will report to the applicable taxing authorities and holders of DepositsDeposit Liabilities, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Deposit Liabilities. (b) Any amounts required by any governmental agencies Taxing Authorities to be withheld from any of the Deposits Deposit Liabilities through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency Taxing Authority and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency Taxing Authority and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (bc) Unless otherwise agreed Within five (5) calendar days after the date hereof, Seller shall provide Purchaser in an electronic format a file setting forth (i) the names, addresses, account numbers and federal tax identification numbers of each holder of Deposit Liabilities for which Seller has received a certification of such holder’s tax identification number and (ii) the names, addresses and account numbers of each holder of Deposit Liabilities which is subject to by back-up withholding. (d) Within five (5) calendar days after the partiesClosing Date, Seller shall deliver to Purchaser all original forms, records and documents in its possession (or copies thereof if originals are not in Seller’s possession) regarding tax identification number certification and back-up holding requests, including, without limitation, all Forms W-8 and Forms W-9 related to the Deposit Liabilities, provided that Seller shall be entitled to retain a copy of all such forms, records and documents for its files. (e) Seller shall be responsible for delivering to payees all IRS Internal Revenue Service notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the DepositsDeposit Liabilities, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the DepositsDeposit Liabilities. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of DepositsAssumed Deposits transferred on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Assumed Deposits. Purchaser will report to the applicable taxing authorities and holders of Assumed Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Assumed Deposits. Any amounts required by any governmental agencies to be withheld from any of the Assumed Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) . Promptly after the Closing Date, but in no event later than the date Purchaser is obligated to remit such amounts to the applicable governmental agency, Seller will pay to Purchaser that portion of any sums theretofore withheld by Seller from any Assumed Deposits transferred on the Closing Date which are or may be required to be remitted by Purchaser pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by Seller. Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Assumed Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Assumed Deposits. . Purchaser and Seller shall, prior to the Closing Date, consult (cand Seller shall take such actions as are reasonably necessary) to permit Purchaser timely to deliver notices required to be delivered in the post-Closing period. Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Deposit-Related Loans and the Other Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by the Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Deposit-Related Loans and the Other Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing Tax authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including for purposes hereof dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing Tax authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Deposits. Any amounts required by any governmental agencies Governmental Authority to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency Governmental Authority and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or the appropriate notice from any governmental agency Governmental Authority and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. Promptly after the Closing Date, but in no event later than the date Purchaser is obligated to remit such amounts to the applicable Governmental Authority, Seller will pay to Purchaser that portion of any sums theretofore withheld by Seller from any Deposits that are required to be remitted by Purchaser pursuant to the foregoing and shall directly remit to the applicable Governmental Authority that portion of any such sums that are required to be remitted by Seller. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS Internal Revenue Service notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. Purchaser and Seller shall, prior to the Closing Date, consult and Seller shall take reasonable actions as are necessary to permit Purchaser timely to deliver such Internal Revenue Service notices required to be delivered following the Closing Date. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased on the Closing DatePurchased Loans, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased on the Closing DatePurchased Loans, with respect to all periods from and after the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Initial Closing Date, the Subsequent Closing Date or the Closing Date, as applicable, with respect to the period from January 1 of the year in which the Initial Closing, the Subsequent Closing or the Closing, as applicable, occurs through the Initial Closing Date, the Subsequent Closing Date or the Closing Date, as applicable, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Initial Closing Date, the Subsequent Closing Date or the Closing Date, as applicable, with respect to all periods from the day after the Initial Closing Date, the Subsequent Closing Date or the Closing Date, as applicable, concerning all such interest and points received.

Interest Reporting and Withholding. (a1) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of DepositsDeposit Liabilities, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the DepositsDeposit Liabilities. Purchaser Buyer will report to the applicable taxing authorities and holders of DepositsDeposit Liabilities, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the DepositsDeposit Liabilities. Any amounts required by any governmental agencies Governmental Entity to be withheld from any of the Deposits Deposit Liabilities through the Closing Date will be withheld by Seller in accordance with applicable law Legal Requirements or appropriate notice from any governmental agency Governmental Entity and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser Buyer in accordance with applicable law Legal Requirements or appropriate notice from any governmental agency Governmental Entity and will be remitted by Purchaser Buyer to the appropriate agency on or prior to the applicable due date. (b2) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax Tax identification numbers required to be delivered through the Closing Date with respect to the DepositsDeposit Liabilities, and Purchaser Buyer shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the DepositsDeposit Liabilities. (c3) Unless otherwise agreed to by the parties, Seller will timely make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing DateAssigned Loans, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, Date concerning all interest and points received by Seller. Purchaser , and Buyer will timely make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing DateAssigned Loans, with respect to all periods from the day after the Closing Date, Date concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. Purchaser and Seller shall, prior to the Closing Date, consult and Seller shall take reasonable actions as are necessary to permit Purchaser to deliver such IRS notices required to be delivered following the Closing Date. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing tax authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by the Seller. Purchaser will make all required reports to applicable taxing tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including for purposes hereof dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. Promptly after the Closing Date, but in no event later than the date Purchaser is obligated to remit such amounts to the applicable governmental agency, Seller will pay to Purchaser that portion of any sums theretofore withheld by Seller from any Deposits which are required to be remitted by Purchaser pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by Seller. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. Purchaser and Seller shall, prior to the Closing Date, consult and Seller shall take reasonable actions as are necessary to permit Purchaser timely to deliver such IRS notices required to be delivered following the Closing Date. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing Tax authorities and to obligors on the Deposit Related Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by the Seller. Purchaser will make all required reports to applicable taxing Tax authorities and to obligors on the Deposit Related Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon upon, the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon upon, the Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices and forms required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from of the day after calendar year in which the Closing DateDate occurs, concerning all such interest and points received, provided, however, Seller can deliver the necessary data in a format reasonably acceptable to Purchaser. Seller shall bear the responsibility and liability for and pay all penalties associated with missing taxpayer identification numbers and U.S. Treasury reclamations, and any failures to comply with IRS regulations that occurred through the Closing Date.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report report, or will use its commercially reasonable efforts to cause Huntington pursuant to the Huntington Agreement to report, to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including for purposes hereof dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller (or Seller will use its commercially reasonable efforts to cause Huntington to withhold pursuant to the Huntington Agreement), as applicable, in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller (or Seller will use its commercially reasonable efforts to cause Huntington to remit pursuant to the Huntington Agreement), as applicable, to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. Promptly after the Closing Date, but in no event later than the date Purchaser is obligated to remit such amounts to the applicable governmental agency, Seller will pay to Purchaser, or cause Huntington to pay to Purchaser, that portion of any sums theretofore withheld by Seller or Huntington, as applicable, from any Deposits which are required to be remitted by Purchaser pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by Seller. (b) Unless otherwise agreed to by the parties, Seller shall be responsible responsible, or shall use its commercially reasonable efforts to cause Huntington pursuant to the Huntington Agreement to be responsible, for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. Purchaser and Seller shall, prior to the Closing Date, consult and Seller shall, or shall use its commercially reasonable efforts to cause Huntington pursuant to the Huntington Agreement to, take reasonable actions as are necessary to permit Purchaser to timely deliver such IRS notices required to be delivered following the Closing Date. (c) Unless otherwise agreed to by the parties, Seller will, or will use its commercially reasonable efforts to cause Huntington pursuant to the Huntington Agreement to, make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Huntington or Seller, as applicable. Purchaser will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller Sellers will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including for purposes hereof dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller Sellers in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller Sellers to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. Promptly after the Closing Date, but in no event later than the date Purchaser is obligated to remit such amounts to the applicable governmental agency, Sellers will pay to Purchaser that portion of any sums theretofore withheld by Sellers from any Deposits which are required to be remitted by Purchaser pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by Sellers. (b) Unless otherwise agreed to by the parties, Seller Sellers shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. Purchaser and Sellers shall, prior to the Closing Date, consult and Sellers shall take reasonable actions as are necessary to permit Purchaser timely to deliver such IRS notices required to be delivered following the Closing Date. (c) Unless otherwise agreed to by the parties, Seller Sellers will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Sellerthe Sellers. Purchaser will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser Buyer will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser Buyer in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Purchaser Buyer to the appropriate agency on or prior to the applicable due date.. Within thirty (30) days after the Closing Date, Seller will pay to Buyer without premium that portion of any sums theretofore withheld by Seller from any Deposits (including any amounts held in escrow) that are required to be remitted by Buyer pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required by be remitted by Seller. Any penalties which relate to the Deposits assumed hereunder will be paid by Seller promptly upon receipt of the notice, provided such penalty assessment results from Seller’s acts, policies or omissions, and any efforts to reduce such penalties shall be the sole responsibility of Seller. Any penalties assessed due to information missing from information filings regarding the Deposits assumed hereunder, including 1099 forms, shall be paid by Seller promptly upon receipt of the notice providing such penalty assessment resulted from Seller’s acts, policies, or omissions, and any efforts to reduce such penalties shall be the responsibility of Seller (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser Buyer shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. Buyer and Seller shall, prior to the Closing Date, consult and Seller shall take reasonable actions as are necessary to permit Buyer to timely deliver such IRS notices required to be delivered following the Closing Date. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing tax authorities and to obligors on Assigned Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser Buyer will make all required reports to applicable taxing tax authorities and to obligors on Assigned Loans purchased on the Closing Date, Date with respect to all periods from form the day after the Closing Date, Date concerning all such interest and points received.

Interest Reporting and Withholding. (ai) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of DepositsDeposit Liabilities assumed by Purchaser hereunder, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Depositssuch Deposit Liabilities. Purchaser will report to the applicable taxing authorities and holders of DepositsDeposit Liabilities assumed by Purchaser hereunder, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Depositssuch Deposit Liabilities. Any amounts required by any governmental agencies to be withheld from any of the Deposits Deposit Liabilities through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (bii) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered for the period through the Closing Date which occur with respect to the Deposits, and Deposit Liabilities assumed by Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Depositshereunder. (ciii) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by SellerSeller through the Closing Date. Purchaser will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points receivedreceived after the Closing Date.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including for purposes hereof dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. Promptly after the Closing Date, but in no event later than the date Purchaser is obligated to remit such amounts to the applicable governmental agency, Seller will pay to Purchaser that portion of any sums theretofore withheld by Seller from any Deposits which are required to be remitted by Purchaser pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by Seller. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. Purchaser and Seller shall, prior to the Closing Date, consult and Seller shall take reasonable actions as are necessary to permit Purchaser timely to deliver such IRS notices required to be delivered following the Closing Date. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing tax authorities and to obligors on Assigned Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by the Seller. Purchaser will make all required reports to applicable taxing tax authorities and to obligors on Assigned Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the partiesParties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon upon, the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon upon, the Deposits. Any amounts required by any governmental agencies Governmental Entities to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law Law or appropriate notice from any governmental agency Governmental Entity and will be remitted by Seller to the appropriate agency Governmental Entity on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date under a pending withholding notice or order shall be disclosed by Seller to Purchaser, and will be withheld by Purchaser in accordance with applicable law Law or appropriate notice from any governmental agency Governmental Entity and will be remitted by Purchaser to the appropriate agency Governmental Entity on or prior to the applicable due date. (b) Unless otherwise agreed to by the partiesParties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices and forms required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (ai) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of DepositsDeposit Liabilities, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the DepositsDeposit Liabilities. Purchaser will report to the applicable taxing authorities and holders of DepositsDeposit Liabilities, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the DepositsDeposit Liabilities. Any amounts required by any governmental agencies Governmental Authority to be withheld from any of the Deposits Deposit Liabilities through the Closing Date will be withheld by Seller in accordance with applicable law Applicable Law or appropriate notice from any governmental agency Governmental Authority and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law Applicable Law or appropriate notice from any governmental agency Governmental Authority and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (bii) Unless otherwise agreed to by the parties, Seller shall will be responsible for delivering to payees all IRS Internal Revenue Service notices and forms with respect to information reporting and tax Tax identification numbers required to be delivered through the Closing Date with respect to the DepositsDeposit Liabilities, and Purchaser shall will be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the DepositsDeposit Liabilities. (ciii) Unless otherwise agreed to by the parties, Seller Purchaser will timely make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing DateLoans, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, Date concerning all interest and points received by Seller. , and Purchaser will timely make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing DateLoans, with respect to all periods from the day after the Closing Date, Date concerning all such interest and points received. Seller shall provide to Purchaser information regarding interest and points received on Acquired Loans during the calendar year in which the Closing occurs through (and including) the Closing Date.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date.any (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including for purposes hereof dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. Promptly after the Closing Date, but in no event later than the date Purchaser is obligated to remit such amounts to the applicable governmental agency, Seller will pay to Purchaser that portion of any sums theretofore withheld by Seller from any Deposits which are required to be remitted by Purchaser pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by Seller. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed . Purchaser and Seller shall, prior to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect consult and Seller shall take reasonable actions as are necessary to the period from January 1 of the year in which the Closing occurs through permit Purchaser timely to deliver such IRS notices required to be delivered following the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the partiesExcept as set forth in Section 6.7(b), Seller will report to applicable taxing authorities and holders of Deposits, with respect to for the period from January 1 of the year in which the Closing occurs through the Closing Date, Seller will provide all interest (including dividends and other distributions with respect information necessary for Buyer to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders owners of Deposits, with respect to all periods from the day after Assumed Deposits transferred on the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the DepositsAssumed Deposits during such period (collectively, the "Reported Amounts"). Any amounts required by any governmental agencies With respect to be withheld from any all periods beginning on or after January 1 of the Deposits through year in which the Closing Date occurs, Buyer will be withheld by Seller in accordance with report all Reported Amounts to applicable law or appropriate notice from any governmental agency taxing authorities and will be remitted by Seller to the appropriate agency owners of Assumed Deposits transferred on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due dateDate. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with With respect to information reporting and tax identification numbers any Accounts for which amounts are required by any governmental agency to be delivered through withheld (the Closing Date with respect to the Deposits, and Purchaser shall be responsible "Withholding Accounts") Seller will: (i) for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning report all interest and points received by Seller. Purchaser will make all required reports Reported Amounts incurred during such period on the Withholding Accounts to applicable taxing authorities and to obligors the owners of the Withholding Accounts; and (ii) withhold any amounts required by any governmental agencies to be withheld from the Withholding Accounts on Loans purchased on or before the Closing Date, Date in accordance with respect applicable law or appropriate notice from any governmental agency and remit such amounts to all periods the appropriate agency on or prior to the applicable due date. Buyer will: (i) for the period from the day after the Closing Date to the end of the calendar year (and all periods thereafter), report all Reported Amounts incurred during such period on the Withholding Accounts to applicable taxing authorities and to the owners of the Withholding Accounts; and (ii) withhold any amounts required by any governmental agencies to be withheld from the Withholding Accounts after the Closing Date in accordance with applicable law or appropriate notice from any governmental agency and remit such amounts to the appropriate agency on or prior to the applicable due date. (c) Buyer shall report to applicable authorities and the borrowers of the Branch Loans all interest paid on such loans for the year in which such loans are acquired by Buyer. (d) Seller shall make such reports for the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, Assumed Deposits and Retail Repos transferred on the Closing Date with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) all prior periods, all interest credited to, withheld from and any early withdrawal penalties imposed upon the DepositsAssumed Deposits and Retail Repos. Purchaser will report to the applicable taxing authorities and holders of DepositsAssumed Deposits and Retail Repos, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. such Assumed Deposits and Retail Repos. (b) Any amounts required by any governmental agencies to be withheld from any of the Assumed Deposits and Retail Repos through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. Promptly after the Closing Date, but in no event later than the date Purchaser is obligated to remit such amounts to the applicable governmental agency, Seller will pay to Purchaser that portion of any sums theretofore withheld by Seller from any Assumed Deposits and Retail Repos transferred on the Closing Date which are or may be required to be remitted by Purchaser pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by Seller. (bc) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the DepositsAssumed Deposits and Retail Repos, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the DepositsAssumed Deposits and Retail Repos. (cd) No later than 2:00 p.m. Honolulu Time on the day following the Closing Date, Seller shall provide to Purchaser information regarding all "B" notices (TINs do not match) and "C" notices (underreporting/IRS imposed withholding) received by it from the IRS regarding any of the accounts included within the Assumed Deposits and for a period of 180 days following the Closing Date, Seller shall provide information regarding all notices received by Seller from the IRS releasing withholding restrictions on the accounts related to the Assumed Deposits. Any penalties described in "B" notices from the IRS or any similar penalties that relate to accounts opened by Seller prior to the Closing Date will, subject to this Section 4.8, be paid by Seller promptly upon receipt of the notice providing such penalty assessment resulted from Seller's acts, policies or omissions. Seller shall pay such penalties only after exhausting all administrative and judicial remedies which Seller deems appropriate. Purchaser shall cooperate with Seller in providing copies of penalty notices on a timely basis and other information which Seller may request in order to challenge such penalties. (e) Seller shall also be responsible for filing any 1098 (interest paid), 1099-MISC (non-corporate contractors), 1099-C (forgiveness of debt) or other applicable tax or governmental reports relating to Seller's operations prior to the Closing Date. (f) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased (including New Loans) transferred on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, and with respect to all prior periods, concerning all interest and points received by the Seller. Purchaser will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased and New Loans transferred on the Closing DateDate (other than loans transferred in error and reassigned to Seller), with respect to all periods from the day after the Closing Date, concerning all such interest and points receivedreceived by Purchaser. (g) Seller shall respond to and be responsible for any inquiry by a federal or state tax or other regulatory agent relating to account activity with respect to the Assumed Deposits or the Loans prior to and through the Closing Date, and Purchaser shall respond to and be responsible for such inquiries relating to account activity from and after the day after the Closing Date.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of DepositsDeposit Liability accounts transferred on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs all periods through to the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited credit to, withheld from and any early withdrawal penalties imposed upon the Deposits. Deposit Liability accounts and Purchaser will report to the applicable taxing authorities and holders of DepositsDeposit Liability accounts, with respect to all periods from the day commencing after the Closing Date, Date all such interest credited to, withheld from and any early withdrawal penalties imposed upon such Deposit Liability accounts. Seller will continue backup withholding and remittance through the DepositsClosing Date. Any amounts required by any governmental agencies to be withheld from any of the Deposits Deposit Liability accounts through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) . Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered for all periods through the Closing Date with respect to the DepositsDeposit Liability accounts, and Purchaser shall be responsible for delivering delivery to payees all such notices required to be delivered for all periods following the Closing Date with respect to the Deposits. Deposit Liability accounts. Purchaser and Seller shall, prior to the Closing Date, consult (cand Seller shall take such actions as are necessary) to permit Purchaser timely to deliver notices required to be delivered after the Closing Date. Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from through the day Closing Date, concerning all interest and points received by the Seller. Purchaser will make all required reports to applicable tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods beginning the date after the Closing Date, concerning all such interest and points received. Seller shall bear the responsibility and liability for and pay all penalties associated with missing taxpayer identification numbers and U.S. Treasury reclamations, and any failures to comply with IRS regulations that occurred prior to the Closing Date.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller Republic Bank will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller Republic Bank in accordance with applicable law or appropriate notice from any governmental agency taxing authority and will be remitted by Seller Republic Bank to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency taxing authority and will be remitted by Purchaser to the appropriate agency authority on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller Republic Bank shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices and forms required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller Republic Bank will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by SellerRepublic Bank. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the partiesParties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon upon, the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon upon, the Deposits. Any amounts required by any governmental agencies Governmental Entities to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law Law or appropriate notice from any governmental agency Governmental Entity and will be remitted by Seller to the appropriate agency Governmental Entity on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date under a pending withholding notice or order shall be disclosed by Seller to Purchaser, and will be withheld by Purchaser in accordance with applicable law Law or appropriate notice from any governmental agency Governmental Entity and will be remitted by Purchaser to the appropriate agency Governmental Entity on or prior to the applicable due date. (b) Unless otherwise agreed to by the partiesParties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax 27 identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices and forms required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing tax authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by the Seller. Purchaser will make all required reports to applicable taxing tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the partiesSeller shall, Seller will report to applicable taxing authorities and holders of Deposits, with respect to for the period from January 1 of the year in which the Closing occurs through the Closing Date, report all interest (including dividends and other distributions with respect to money market accounts) credited to, interest withheld from from, and any early withdrawal penalties imposed upon the Assumed Deposits. Purchaser will Buyer shall report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after Closing through the Closing Date, end of the calendar year (and all such periods thereafter) all interest credited to, interest withheld from from, and any early withdrawal penalties imposed upon the Assumed Deposits. Any Said reports shall be made to the holders of these Accounts and to the applicable federal and state regulatory agencies. (b) With respect to any Accounts for which amounts are required by any governmental agency to be withheld (the "Withholding Accounts"): (i) Seller shall, for the period from January 1 of the year in which Closing occurs through the Closing Date, report all reported amounts incurred on the Withholding Accounts during such period to applicable taxing authorities and to the owners of the Withholding Accounts, withhold any amounts required by any governmental agencies to be withheld from any of the Deposits through Withholding Accounts on or before the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any remit such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser amounts to the appropriate agency on or prior to the applicable due date. (bii) Unless otherwise agreed to by Buyer shall, for the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through period from the day after the Closing Date with respect to the Depositsend of the calendar year (and all periods thereafter), and Purchaser shall be responsible for delivering to payees report all reported amounts incurred on the Withholding Accounts during such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports period to applicable taxing authorities and to obligors on Loans purchased on the owners of the Withholding Accounts, withhold any amounts required by any governmental agencies to be withheld from the Withholding Accounts after the Closing Date, Date in accordance with respect applicable law or appropriate notice from any governmental agency and remit such amounts to the period from January 1 appropriate agency on or prior to the applicable due date. (c) Buyer shall report to applicable authorities and the borrowers of Deposit-Related Loans all interest paid on such loans for the year in which the Closing occurs through the Closing Date, concerning all interest and points received such loans are acquired by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points receivedBuyer.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by To the partiesextent permissible under existing law and regulation, Seller will report to applicable taxing authorities and holders of DepositsDeposit Liabilities, with respect to the period from January 1 of the year in which the Closing Date occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the DepositsDeposit Liabilities. Purchaser will report to the applicable taxing authorities and holders of DepositsDeposit Liabilities, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Depositssuch Deposit Liabilities. Any amounts required by any governmental agencies to be withheld from any of the Deposits Deposit Liabilities through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by To the partiesextent permissible under existing law and regulation, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through prior to the Closing Date with respect to the DepositsDeposit Liabilities, and Purchaser shall be responsible for delivering to payees all such IRS notices with respect to information reporting and tax identification numbers required to be delivered following on or after the Closing Date with respect to the DepositsDeposit Liabilities. (c) Unless otherwise agreed to by To the partiesextent permissible under existing law and regulation, Seller will make all required reports to applicable taxing tax authorities and to obligors on Loans purchased on the Closing DateLoans, with respect to the period from January 1 of the year in which the Closing occurs through all periods prior to the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed On or before the Closing Date, Seller shall deliver to Purchaser information relating to all interest credited to, withheld from, and any early withdrawal penalties with respect to the Deposits for the period commencing on January 1 of the year in which the Closing occurs and shall deliver a list of all "B" notices and "C" notices issued by the parties, Internal Revenue Service. Seller will report to applicable taxing authorities and holders of DepositsDeposits transferred on the Closing Date, with respect to the period from all periods prior to January 1 of the year in which the Closing occurs through the Closing DateDate occurs, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from and after January 1 of the day after year in which the Closing DateDate occurs, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on . Promptly after the Closing Date, with respect but in no event later than the date Purchaser is obligated to remit such amounts to the period applicable governmental agency, Seller shall pay to Purchaser that portion of any sums theretofore withheld by Seller from January 1 of the year in which any Deposits transferred on the Closing occurs through Date which are or may be required to be remitted by Purchaser pursuant to the Closing Date, concerning all interest foregoing and points received shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by Seller. Purchaser will make all required reports to applicable taxing Tax authorities and to obligors on Deposit Related Loans purchased on the Closing Date, with respect to all periods from and after January 1 of the day after year in which the Closing DateDate occurs, concerning all such interest and points receivedreceived and shall make all corrective filings relating to Deposits required by the IRS for all periods. Seller shall be responsible for, and shall hold Purchaser harmless from Losses regarding Purchaser's reporting and other obligations under this Section 7.2 with respect to periods prior to the Closing Date to the extent such Losses are caused by the inaccuracy of the information provided by Seller pursuant to this Section 7.2.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the partiesExcept as set forth in Section 5.6(b), Seller will report to applicable taxing authorities and holders of Deposits, with respect to for the period from -------------- January 1 of the year in which the Closing occurs through the Closing Date, Seller will provide all interest (including dividends and other distributions with respect information necessary for Buyer to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders owners of Deposits, with respect to all periods from the day after Assumed Deposits transferred on the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the DepositsAssumed Deposits during such period (collectively, the "Reported Amounts"). Any With respect to all periods ---------------- beginning on or after January 1 of the year in which the Closing occurs, Buyer will report all Reported Amounts to applicable taxing authorities and owners of Assumed Deposits transferred on the Closing Date. (b) With respect to any Accounts for which amounts are required by any governmental agency to be withheld (the "Withholding Accounts") Seller -------------------- will: (i) for the period from January 1, of the year in which the Closing occurs through the Closing Date, report all Reported Amounts incurred during such period on the Withholding Accounts to applicable taxing authorities and to the owners of the Withholding Accounts; and (ii) withhold any amounts required by any governmental agencies to be withheld from any of the Deposits through Withholding Accounts on or before the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller remit such amounts to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to Buyer will: (i) for the period from the day after the Closing Date will to the end of the calendar year (and all periods thereafter), report all Reported Amounts incurred during such period on the Withholding Accounts to applicable taxing authorities and to the owners of the Withholding Accounts; and (ii) withhold any amounts required by any governmental agencies to be withheld by Purchaser from the Withholding Accounts after the Closing Date in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser remit such amounts to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports Buyer shall report to applicable taxing authorities and to obligors the borrowers of the Branch Loans all interest paid on Loans purchased on the Closing Date, with respect to the period from January 1 of such loans for the year in which the Closing occurs through the Closing Date, concerning all interest and points received such loans are acquired by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points receivedBuyer.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will Purchaser shall report to the applicable taxing authorities and holders of Assumed Deposits, with respect to the period from all periods on and after January 1 of the year in which the Closing occurs through the Closing DateDate shall occur, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Assumed Deposits. Any amounts required by any governmental agencies to be withheld from any of the Assumed Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. On the Closing Date, Seller shall: (1) provide Purchaser with all requisite interest reporting and withholding documentation so that Purchaser may discharge its obligations under this paragraph; and (2) pay to Purchaser that portion of any sums withheld by Seller from any Assumed Deposits which are or may be required to be remitted by Purchaser pursuant to the foregoing. Seller shall directly remit to the applicable governmental agency that portion of any such sums that are required to be remitted by Seller. (b) Unless otherwise agreed to by the parties, Seller Purchaser shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through for the year in which the Closing Date will occur with respect to the Assumed Deposits, and Purchaser . Seller shall be responsible for delivering to payees provide all such notices required information it has to be delivered following the Closing Date with respect to the Depositsassist Purchaser in fulfilling its responsibility hereunder. (c) Unless otherwise agreed to by the parties, Seller Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing DateTax or other governmental authorities, with respect to the period from all periods on and after January 1 of the year in which the Closing occurs through the Closing DateDate shall occur, concerning all interest and points received by the Purchaser and Seller. , to the extent such information has been provided by seller. (d) At Purchaser’s option, Seller shall cause DHI Computing Service, Inc. to provide its reporting and other services to Purchaser will make all required reports for the year 2004 to applicable taxing authorities and allow Purchaser to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points receivedperform its obligations hereunder.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including for purposes hereof dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date.. Promptly after the Closing Date, but in no event later than the date Purchaser is obligated to remit such amounts to the applicable governmental agency, Seller will pay to Purchaser that portion of any sums theretofore withheld by Seller from any Deposits which are required to be remitted by Purchaser pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by Seller. 26 (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. Purchaser and Seller shall, prior to the Closing Date, consult and Seller shall take reasonable actions as are necessary to permit Purchaser timely to deliver such IRS notices required to be delivered following the Closing Date. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing tax authorities and to obligors on Assigned Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by the Seller. Purchaser will make all required reports to applicable taxing tax authorities and to obligors on Assigned Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the day immediately preceding the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day and after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Any amounts required by any governmental agencies Regulatory Authorities to be withheld from any of the Deposits through the day immediately preceding the Closing Date will be withheld by Seller in accordance with applicable law Law or appropriate notice from any governmental agency Regulatory Authority and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to from and after the Closing Date will be withheld by Purchaser in accordance with applicable law Law or appropriate notice from any governmental agency Regulatory Authority and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the day immediately preceding the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following from and after the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Transferred Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the day immediately preceding the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Transferred Loans purchased on the Closing Date, with respect to all periods from the day and after the Closing Date, concerning all such interest and points received. (d) Seller and Purchaser shall cooperate in good faith to determine an appropriate allocation of responsibility for the obligations described in this Section 4.6 with respect to any Repurchased Loans.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to A. For the period from January 1 of the year in which the Closing occurs through the Closing Date, Seller will provide all interest (including dividends and other distributions with respect information necessary for Buyer to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders owners of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits during such period (collectively, the "Reported Amounts"). With respect to all periods beginning on or after January 1 of the year in which the Closing occurs, Buyer will report all Reported Amounts to applicable taxing authorities and owners of Deposits. Any . B. With respect to any Accounts for which amounts are required by any governmental agency to be withheld (the "Withholding Accounts"), Seller will: (i) for the period from January 1, of the year in which the Closing occurs through the Closing Date, report all Reported Amounts incurred during such period on the Withholding Accounts to applicable taxing authorities and to the owners of the Withholding Accounts; and (ii) withhold any amounts required by any governmental agencies to be withheld from any of the Deposits through Withholding Accounts on or before the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller remit such amounts to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to ; and Buyer will: (i) for the period from the day after the Closing Date will to the end of the calendar year (and all periods thereafter), report all Reported Amounts incurred during such period on the Withholding Accounts to applicable taxing authorities and to the owners of the Withholding Accounts; and (ii) withhold any amounts required by any governmental agencies to be withheld by Purchaser from the Withholding Accounts after the Closing Date in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser remit such amounts to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller C. Buyer shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports report to applicable taxing authorities and to obligors the borrowers of the Loans all interest paid on Loans purchased on the Closing Date, with respect to the period from January 1 of such loans for the year in which the Closing occurs through the Closing Date, concerning all interest and points received such loans are acquired by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points receivedBuyer.

Interest Reporting and Withholding. Unless otherwise agreed by the parties: (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of DepositsDeposits transferred on the Closing Date, with respect to the period from January 1 of the year in which the Closing Date occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. . (b) Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from and after the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Deposits. . (c) Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. Within thirty (30) calendar days after the Closing Date, Seller shall pay to Purchaser that portion of any sums theretofore withheld by Seller from any Deposits transferred on the Closing Date which are or may be required to be remitted by Purchaser pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by Seller. (bd) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Deposit Related Loans purchased on the Closing Date, with respect to all periods from and after January 1 of the day year in which the Closing Date occurs through the Closing Date, concerning all such interest and points received by Seller. (e) Purchaser will make all required reports to applicable Tax authorities and to obligors on Deposit Related Loans purchased on the Closing Date, with respect to all periods from and after the Closing Date, concerning all such interest and points receivedreceived by Purchaser.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including for purposes hereof dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser Buyer will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser Buyer in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Purchaser Buyer to the appropriate agency on or prior to the applicable due date. (ba) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser Buyer shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. Buyer and Seller shall, prior to the Closing Date, consult and Seller shall take reasonable actions as are necessary to permit Buyer timely to deliver such IRS notices required to be delivered following the Closing Date. (cb) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by the Seller. Purchaser Buyer will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received. Seller shall be responsible for, and shall hold Buyer harmless from, Losses, including any penalties and interest arising from any errors, acts or omissions to act, regarding Seller's withholding, reporting and other obligations under this Section 4.7.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the partiesparties hereto, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon upon, the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon upon, the Deposits. Any amounts required by any governmental agencies Governmental Authorities to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law Law or appropriate notice from any governmental agency Governmental Authority and will be remitted by Seller to the appropriate agency Governmental Authority on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law Law or appropriate notice from any governmental agency Governmental Authority and will be remitted by Purchaser to the appropriate agency Governmental Authority on or prior to the applicable due date. (b) Unless otherwise agreed to by the partiesparties hereto, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax Tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices and forms required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a1) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of DepositsDeposit Liabilities, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the DepositsDeposit Liabilities. Purchaser Buyer will report to the applicable taxing authorities and holders of DepositsDeposit Liabilities, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the DepositsDeposit Liabilities. Any amounts required by any governmental agencies Governmental Entity to be withheld from any of the Deposits Deposit Liabilities through the Closing Date will be withheld by Seller in accordance with applicable law Legal Requirements or appropriate notice from any governmental agency Governmental Entity and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser Buyer in accordance with applicable law Legal Requirements or appropriate notice from any governmental agency Governmental Entity and will be remitted by Purchaser Buyer to the appropriate agency on or prior to the applicable due date.. PURCHASE AND ASSUMPTION AGREEMENT - FIRST FINANCIAL BANK, N.A (“BUYER”), FLAGSTAR BANK, FSB (“SELLER”) AND FLAGSTAR BANCORP, INC. (“SELLER PARENT”) DATED AUGUST 15, 2011 (b2) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the DepositsDeposit Liabilities, and Purchaser Buyer shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the DepositsDeposit Liabilities. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (ba) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (cb) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited toto or withheld from, withheld from and any early withdrawal penalties imposed upon upon, the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited toto or withheld from, withheld from and any early withdrawal penalties imposed upon upon, the Deposits. Any amounts required by any governmental agencies Regulatory Authority to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency Regulatory Authority and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency Regulatory Authority and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Purchased Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Purchased Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received. (d) Section 4.6(d) of the Seller Disclosure Schedule lists certificates of deposits issued through CDARS (collectively, the “CDARS CDs”) that are owned by customers of the Transferred Activities as of a date not more than five (5) days prior to the date of this Agreement. A/75499905.9 18 Such schedule shall be updated as of the date that is three (3) Business Days prior to the Closing Date (and delivered to Purchaser on or before the Closing Date). Such CDARS CDs shall remain with Seller until such time as they mature. Purchaser shall provide Seller with a copy of any instructions received from the owners of such CDARS CDs (or their managers or other authorized Persons) promptly upon receipt. As such CDARS CDs mature or receive periodic interest payments prior to maturity, Seller shall wire the account proceeds to Purchaser in accordance with such instructions; provided, however, that Seller may aggregate and wire the proceeds of all CDARS CDs having the same maturity date to Purchaser in a single wire. Seller shall not automatically renew or solicit any renewal of any such CDARS CDs. Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all notices and forms with respect to information reporting and tax identification numbers required to be delivered with respect to such CDARS CDs.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of DepositsAssumed Deposit accounts transferred on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through all periods prior to the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited credit to, withheld from and any early withdrawal penalties imposed upon the Deposits. Assumed Deposit accounts and Purchaser will report to the applicable taxing authorities and holders of DepositsAssumed Deposit accounts, with respect to all periods from the day commencing after the Closing Date, Date all such interest credited to, withheld from and any early withdrawal penalties imposed upon such Assumed Deposit accounts. Seller will continue backup withholding and remittance through the DepositsClosing Date. Any amounts required by any governmental agencies to be withheld from any of the Deposits Assumed Deposit accounts through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing (North Central Ohio) Date will shall be withheld by Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) . Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered for all periods through the Closing Date with respect to the DepositsAssumed Deposit accounts, and Purchaser shall be responsible for delivering delivery to payees all such notices required to be delivered for all periods following the Closing Date with respect to the Deposits. Assumed Deposit accounts. Purchaser and Seller shall, prior to the Closing Date, consult (cand Seller shall take such actions as are necessary) to permit Purchaser timely to deliver notices required to be delivered in the post-Closing period. Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from through the day Closing Date, concerning all interest and points received by the Seller. Purchaser will make all required reports to applicable tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods beginning the date after the Closing Date, concerning all such interest and points received.. Seller shall bear the responsibility and liability for and pay all penalties associated with missing taxpayer identification numbers and U.S. Treasury reclamations, and any failures to comply with IRS regulations that occurred prior to the Closing Date. (North Central Ohio) SCHEDULE G LANDLORD ESTOPPEL CERTIFICATE FORM OF LESSOR ESTOPPEL CERTIFICATE [Purchaser's name] c/o KeyBank National Association 127 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000 Xxtention: _____________________

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including for purposes hereof dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. Promptly after the Closing Date, but in no event later than the date Purchaser is obligated to remit such amounts to the applicable governmental agency, Seller will pay to Purchaser that portion of any sums theretofore withheld by Seller from any Deposits which are required to be remitted by Purchaser pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by Seller. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. Purchaser and Seller shall, prior to the Closing Date, consult and Seller shall take reasonable actions as are necessary to permit Purchaser timely to deliver such IRS notices required to be delivered following the Closing Date. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing Tax authorities and to obligors on the Deposit Related Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by the Seller. Purchaser will make all required reports to applicable taxing Tax authorities and to obligors on the Deposit Related Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a1) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of DepositsDeposit Liabilities, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the DepositsDeposit Liabilities. Purchaser Buyer will report to the applicable taxing authorities and holders of DepositsDeposit Liabilities, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the DepositsDeposit Liabilities. Any amounts required by any governmental agencies Governmental Entity to be withheld from any of the Deposits Deposit Liabilities through the Closing Date will be withheld by Seller in accordance with applicable law Legal Requirements or appropriate notice from any governmental agency Governmental Entity and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser Buyer in accordance with applicable law Legal Requirements or appropriate notice from any governmental agency Governmental Entity and will be remitted by Purchaser Buyer to the appropriate agency on or prior to the applicable due date. (b2) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the DepositsDeposit Liabilities, and Purchaser Buyer shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the DepositsDeposit Liabilities. (c3) Unless otherwise agreed to by the parties, Seller will timely make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing DateLoans, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, Date concerning all interest and points received by Seller. Purchaser , and Buyer will timely make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing DateLoans, with respect to all periods from the day after the Closing Date, concerning all such interest and points receivedreceived by Buyer.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the partiesExcept as set forth in Section 4.8(b), Seller will report to applicable taxing authorities and holders of Deposits, with respect to for the period from January 1 of the year in which the Closing occurs through the Closing Date, Seller will provide to Buyer all interest (including dividends and other distributions with respect information necessary for Buyer to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders owners of Deposits, with respect to all periods from the day after Assumed Deposits transferred on the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the DepositsAssumed Deposits during -40- -------------------------------------------------------------------------------- BRANCH PURCHASE AGREEMENT 45 such period (collectively, the "Reported Amounts"). Any amounts required by any governmental agencies With respect to be withheld from any all periods beginning on or after January 1 of the Deposits through year in which the Closing Date occurs, Buyer will be withheld by Seller in accordance with report all Reported Amounts to applicable law or appropriate notice from any governmental agency taxing authorities and will be remitted by Seller to the appropriate agency owners of Assumed Deposits transferred on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due dateDate. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with With respect to information reporting and tax identification numbers any Assumed Deposits for which amounts are required by any governmental agency to be delivered through withheld (the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits."Withholding Accounts"): (ci) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to will: (A) for the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning report all interest and points received by Seller. Purchaser will make all required reports Reported Amounts incurred during such period on the Withholding Accounts to applicable taxing authorities and to obligors the owners of the Withholding Accounts; and (B) withhold any amounts required by any governmental agencies to be withheld from the Withholding Accounts on Loans purchased on or before the Closing Date, Date in accordance with respect applicable law or appropriate notice from any governmental agency and remit such amounts to all periods the appropriate agency on or prior to the applicable due date. (ii) Buyer will: (A) for the period from the day after the Closing DateDate to the end of the calendar year (and all periods thereafter), concerning report all Reported Amounts incurred during such period on the Withholding Accounts to applicable taxing authorities and to the owners of the Withholding Accounts; and (B) withhold any amounts required by any governmental agencies to be withheld from the Withholding Accounts after the Closing Date in accordance with applicable law or appropriate notice from any governmental agency and remit such amounts to the appropriate agency on or prior to the applicable due date. (c) Buyer shall report to applicable taxing authorities and the borrowers of the Loans all interest and points receivedpaid on such loans for the year in which such loans are acquired by Buyer.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing tax authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including for purposes hereof dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. Promptly after the Closing Date, but in no event later than the date Purchaser is obligated to remit such amounts to the applicable governmental agency, Seller will pay to Purchaser that portion of any sums theretofore withheld by Seller from any Deposits which are required to be remitted by Purchaser pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by Seller. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. Purchaser and Seller shall, prior to the Closing Date, consult and Seller shall take reasonable actions as are necessary to permit Purchaser timely to deliver such IRS notices required to be delivered following the Closing Date. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing Tax authorities and to obligors on the Deposit Related Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by the Seller. Purchaser will make all required reports to applicable taxing Tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.Deposit

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including for purposes hereof dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the such Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will shall be withheld by Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. Promptly after the Closing Date, but in no event later than the date Purchaser is obligated to remit such amounts to the applicable governmental agency, Seller will pay to Purchaser that portion of any sums theretofore withheld by Seller from any Deposits which are required to be remitted by Purchaser pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by Seller. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed . Purchaser and Seller shall, prior to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest consult and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.Seller shall take

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest or other income (including dividends and other distributions with respect to money market accounts) credited to, Taxes withheld from and any early withdrawal penalties (if any) imposed upon the DepositsDeposits and the holders thereof. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest or other income credited to, Taxes withheld from and any early withdrawal penalties (if any) imposed upon the DepositsDeposits and the holders thereof. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from from, and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Purchaser to the appropriate agency on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices and forms required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser will report to the applicable taxing authorities and holders of Deposits, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Any amounts required by any governmental agencies to be withheld from any of the Deposits through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency taxing authority and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser in accordance with applicable law or appropriate notice from any governmental agency taxing authority and will be remitted by Purchaser to the appropriate agency authority on or prior to the applicable due date. (b) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax identification numbers required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices and forms required to be delivered following the Closing Date with respect to the Deposits. (c) Unless otherwise agreed to by the parties, Seller will make all required reports to applicable taxing authorities and to obligors on Overdraft Loans purchased on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, concerning all interest and points received by Seller. Purchaser will make all required reports to applicable taxing authorities and to obligors on Overdraft Loans purchased on the Closing Date, with respect to all periods from the day after the Closing Date, concerning all such interest and points received.

Interest Reporting and Withholding. (a1) Unless otherwise agreed to by the parties, Seller will report to applicable taxing authorities and holders of DepositsDeposit Liabilities, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, all interest (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon the DepositsDeposit Liabilities. Purchaser Buyer will report to the applicable taxing authorities and holders of DepositsDeposit Liabilities, with respect to all periods from the day after the Closing Date, all such interest credited to, withheld from and any early withdrawal penalties imposed upon the DepositsDeposit Liabilities. Any amounts required by any governmental agencies Governmental Entity to be withheld from any of the Deposits Deposit Liabilities through the Closing Date will be withheld by Seller in accordance with applicable law Legal Requirements or appropriate notice from any governmental agency Governmental Entity and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser Buyer in accordance with applicable law Legal Requirements or appropriate notice from any governmental agency Governmental Entity and will be remitted by Purchaser Buyer to the appropriate agency on or prior to the applicable due date. (b2) Unless otherwise agreed to by the parties, Seller shall be responsible for delivering to payees all IRS notices and forms with respect to information reporting and tax Tax identification numbers required to be delivered through the Closing Date with respect to the DepositsDeposit Liabilities, and Purchaser Buyer shall be responsible for delivering to payees all such notices required to be delivered following the Closing Date with respect to the DepositsDeposit Liabilities. (c3) Unless otherwise agreed to by the parties, Seller will timely make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing DateLoans, with respect to the period from January 1 of the year in which the Closing occurs through the Closing Date, Date concerning all interest and points received by Seller. Purchaser , and Buyer will timely make all required reports to applicable taxing authorities and to obligors on Loans purchased on the Closing DateLoans, with respect to all periods from the day after the Closing Date, Date concerning all such interest and points received.