Common use of Interest Reporting and Withholding Clause in Contracts

Interest Reporting and Withholding. Unless otherwise agreed to by the parties, the Seller will report to applicable taxing authorities and holders of Assumed 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 credited to, withheld from and any early withdrawal penalties imposed upon the Assumed Deposits. 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 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 shall be withheld by the Buyer in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by the Buyer 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 the Buyer is obligated to remit such 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 shall 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, the Seller will report to applicable taxing authorities and holders of Assumed Deposits transferred on the Closing DateDeposits, 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 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. The Buyer 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 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 shall be withheld by the Buyer Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by the Buyer 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 the Buyer Purchaser is obligated to remit such amounts to the applicable governmental agency, the Seller will pay to the Buyer Purchaser 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 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 the Seller.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, the Seller will report to applicable taxing Tax authorities and holders of Assumed Deposits transferred on the Closing DateDeposits, 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 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. The Buyer 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 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 the Seller in accordance with applicable law or appropriate notice from any governmental agency Governmental Authority 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 shall be withheld by the Buyer Purchaser in accordance with applicable law or the appropriate notice from any governmental agency Governmental Authority and will be remitted by the Buyer 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 the Buyer Purchaser is obligated to remit such amounts to the applicable governmental agencyGovernmental Authority, the Seller will pay to the Buyer Purchaser that portion of any sums theretofore withheld by the Seller from any Assumed Deposits transferred on the Closing Date which that are or may be required to be remitted by the Buyer Purchaser pursuant to the foregoing and shall directly remit to the applicable governmental agency Governmental Authority that portion of any such sums which that are required to be remitted by the Seller.

Interest Reporting and Withholding. Unless otherwise agreed to by the parties, the (a) Seller will report to applicable taxing authorities and holders of Assumed Deposits transferred on the Closing DateDeposits, 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 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. The Buyer 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 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 shall be withheld by the Buyer Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by the Buyer 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 the Buyer Purchaser is obligated to remit such amounts to the applicable governmental agency, the Seller will pay to the Buyer Purchaser 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 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 the Seller.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, the Seller will report to applicable taxing Tax authorities and holders of Assumed Deposits transferred on the Closing DateDeposits, 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 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. The Buyer 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 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 the Seller in accordance with applicable law or appropriate notice from any governmental agency Governmental Authority 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 shall be withheld by the Buyer Purchaser in accordance with applicable law or the appropriate notice from any governmental agency Governmental Authority and will be remitted by the Buyer 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 the Buyer Purchaser is obligated to remit such amounts to the applicable governmental agencyGovernmental Authority, the Seller will pay to the Buyer Purchaser that portion of any sums theretofore withheld by the Seller from any Assumed Deposits transferred on the Closing Date which that are or may be required to be remitted by the Buyer Purchaser pursuant to the foregoing and shall directly remit to the applicable governmental agency Governmental Authority that portion of any such sums which that are required to be remitted by the Seller.

Interest Reporting and Withholding. Unless otherwise agreed to by the parties, the Seller will report to applicable taxing authorities and holders of Assumed 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 credited to, withheld from and any early withdrawal penalties imposed upon the Assumed Deposits. The Buyer 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 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 shall be withheld by the Buyer Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by the Buyer 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 the Buyer Purchaser is obligated to remit such amounts to the applicable governmental agency, the Seller will pay to the Buyer Purchaser 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 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 by the parties, Seller shall be responsible for delivering to payees all IRS notices 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 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 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, the Seller will report to applicable taxing authorities and holders of Assumed Deposits transferred on the Closing DateDeposits, 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. The Buyer 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 such Assumed the 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 shall will be withheld by the Buyer Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by the Buyer Purchaser to the appropriate agency on or prior to the applicable due date. Promptly (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 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, but in no event later than the date the Buyer is obligated to remit concerning all such amounts to the applicable governmental agency, the interest and points received. Negotiable Instruments. Seller will pay to remove any supply of Seller’s money orders, official checks, gift checks, travelers’ checks or any other negotiable instruments located at each of the Buyer that portion of any sums theretofore withheld by the Seller from any Assumed Deposits transferred Branches on the Closing Date which are or may be required Date. ATM and Debit Cards. Seller will provide Purchaser with a list of ATM and debit cards issued by Seller to be remitted depositors of any Deposits, and a record thereof in a format reasonably agreed to by the Buyer pursuant parties containing all addresses therefor, no later than thirty (30) calendar days after the date of this Agreement, and Seller will provide Purchaser with an updated record from time to the foregoing and shall directly remit time prior to the applicable governmental agency that portion of any such sums which are required to be remitted by the Seller.Closing along with other conversion sample files. At or promptly after Closing, Seller will provide Purchaser with a revised record through Closing. Seller will not be

Interest Reporting and Withholding. (1) Unless otherwise agreed to by the parties, the Seller will report to applicable taxing authorities and holders of Assumed Deposits transferred on the Closing DateDeposit Liabilities, 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 DepositsDeposit Liabilities. The Buyer will report to the applicable taxing authorities and holders of Assumed 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 such Assumed Depositsthe Deposit Liabilities. Any amounts required by any governmental agencies Governmental Entity to be withheld from any of the Assumed Deposits Deposit Liabilities through the Closing Date will be withheld by the Seller in accordance with applicable law Legal Requirements or appropriate notice from any governmental agency Governmental Entity 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 shall will be withheld by the Buyer in accordance with applicable law Legal Requirements or the appropriate notice from any governmental agency Governmental Entity and will be remitted by the Buyer to the appropriate agency on or prior to the applicable due date. Promptly after the Closing DatePURCHASE AND ASSUMPTION AGREEMENT - FIRST FINANCIAL BANK, but in no event later than the date the Buyer is obligated to remit such amounts to the applicable governmental agencyN.A (“BUYER”), 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 shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by the Seller.FLAGSTAR BANK, FSB (“SELLER”) AND FLAGSTAR BANCORP, INC. (“SELLER PARENT”) DATED AUGUST 15, 2011

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, the Seller will report to applicable taxing authorities and holders of Assumed Deposits transferred on the Closing DateDeposits, with respect to the period from January 1 of the year in which the Closing occurs through and including the Closing Date, all interest credited to, withheld from and any early withdrawal penalties imposed upon the Assumed Deposits. 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 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 shall be withheld by the Buyer in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by the Buyer to the appropriate agency on or prior to the applicable due date. Promptly Within thirty (30) days after the Closing Date, but in no event later than the date the Buyer is obligated to remit such amounts to the applicable governmental agency, the Seller will pay to the Buyer without premium that portion of any sums theretofore withheld by the Seller from any Assumed Deposits transferred on the Closing Date which (including any amounts held in escrow) that are or may be required to be remitted by the Buyer pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required to 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

Interest Reporting and Withholding. Unless otherwise agreed to by the parties, the Seller will report to applicable taxing authorities and holders of Assumed 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 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. The Buyer 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 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 shall be withheld by the Buyer Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by the Buyer 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 the Buyer Purchaser is obligated to remit such amounts to the applicable governmental agency, the Seller will pay to the Buyer Purchaser 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 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 the Seller.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the partiesParties, the Seller will report to applicable taxing authorities and holders of Assumed Deposits transferred on the Closing DateDeposits, 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 upon, the Assumed Deposits. The Buyer 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 such Assumed upon, the Deposits. Any amounts required by any governmental agencies Governmental Entities to be withheld from any of the Assumed Deposits through the Closing Date will be withheld by the Seller in accordance with applicable law Law or appropriate notice from any governmental agency Governmental Entity and will be remitted by the 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 the Buyer Purchaser in accordance with applicable law Law or the appropriate notice from any governmental agency Governmental Entity and will be remitted by the Buyer Purchaser to the appropriate agency Governmental Entity on or prior to the applicable due date. Promptly after the Closing Date, but in no event later than the date the Buyer is obligated to remit such amounts to the applicable governmental agency, the Seller will pay to the Buyer that portion of any sums theretofore withheld (b) Unless otherwise agreed by the Parties, Seller from any Assumed Deposits transferred on 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 which are or may with respect to the Deposits, and Purchaser shall be responsible for delivering to payees all such notices and forms required to be remitted by delivered following the Buyer pursuant Closing Date with respect 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 the Seller.Deposits. 7.6

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, the 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 Assumed Deposits transferred on the Closing DateDeposits, 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 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. The Buyer 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 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 (or Seller will use its commercially reasonable efforts to cause Huntington to withhold pursuant to the Seller 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 Seller 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 shall be withheld by the Buyer Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by the Buyer 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 the Buyer Purchaser is obligated to remit such amounts to the applicable governmental agency, the Seller will pay to the Buyer Purchaser, or cause Huntington to pay to Purchaser, that portion of any sums theretofore withheld by the Seller or Huntington, as applicable, from any Assumed Deposits transferred on the Closing Date which are or may be required to be remitted by the Buyer 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 the Seller.

Interest Reporting and Withholding. 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, the Internal Revenue Service. Seller will report to applicable taxing authorities and holders of Assumed Deposits 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 and including the Closing DateDate occurs, all interest credited to, withheld from and any early withdrawal penalties imposed upon the Assumed Deposits. The Buyer Purchaser will report to the applicable taxing authorities and holders of Assumed 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 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 shall be withheld by the Buyer Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by the Buyer 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 the Buyer Purchaser is obligated to remit such amounts to the applicable governmental agency, the Seller will shall pay to the Buyer Purchaser 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 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. Purchaser will make all required reports to applicable Tax authorities and to obligors on Deposit Related Loans purchased on the SellerClosing Date, with respect to all periods from and after January 1 of the year in which the Closing Date occurs, concerning all such interest and points received 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 parties, the Seller will report to applicable taxing authorities and holders of Assumed Deposits transferred on the Closing DateDeposits, with respect to the period from January 1 of the year in which the Closing occurs through and including 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 Assumed DepositsDeposits and the holders thereof. The Buyer 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 or other income credited to, Taxes withheld from and any early withdrawal penalties (if any) imposed upon such Assumed Depositsthe Deposits and the holders thereof. 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 shall will be withheld by the Buyer Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by the Buyer 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 the Buyer is obligated to remit such 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 shall 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. Unless otherwise agreed to by the parties, the Seller will report to applicable taxing authorities and holders of Assumed Deposits Deposit 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 and including to the Closing Date, all interest credited credit to, withheld from and any early withdrawal penalties imposed upon the Assumed Deposits. The Buyer Deposit Liability accounts and Purchaser will report to the applicable taxing authorities and holders of Assumed 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 Assumed DepositsDeposit Liability accounts. Seller will continue backup withholding and remittance through the Closing Date. Any amounts required by any governmental agencies to be withheld from any of the Assumed Deposits Deposit Liability accounts 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 shall be withheld by the Buyer Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by the Buyer Purchaser to the appropriate agency on or prior to the applicable due date. Promptly Unless otherwise agreed by the parties, Seller shall be responsible for delivering to payees all IRS notices with respect to information reporting and tax identification numbers required to be delivered for all periods through the Closing Date with respect to the Deposit Liability accounts, and Purchaser shall be responsible for delivery to payees all such notices required to be delivered for all periods following the Closing Date with respect to the Deposit Liability accounts. Purchaser and Seller shall, prior to the Closing Date, consult (and 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 by the parties, Seller will make all required reports to applicable tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods through the 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, but in no event later than concerning all such interest and points received. Seller shall bear the date the Buyer is obligated responsibility and liability for and pay all penalties associated with missing taxpayer identification numbers and U.S. Treasury reclamations, and any failures to remit such amounts comply with IRS regulations that occurred prior 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 shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by the SellerDate.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, the Seller will report to applicable taxing authorities and holders of Assumed Deposits transferred on the Closing DateDeposits, 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 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. The Buyer 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 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 shall be withheld by the Buyer Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by the Buyer 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 the Buyer Purchaser is obligated to remit such amounts to the applicable governmental agency, the Seller will pay to the Buyer Purchaser 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 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 the Seller.. 26

Interest Reporting and Withholding. Unless otherwise agreed to by the parties, the Seller will report to applicable taxing authorities and holders of Assumed Deposits Deposit accounts transferred on the Closing Date, with respect to the period from January 1 of the year in which the Closing occurs through and including all periods prior to the Closing Date, all interest credited credit to, withheld from and any early withdrawal penalties imposed upon the Assumed Deposits. The Buyer Deposit accounts and Purchaser will report to the applicable taxing authorities and holders of Assumed DepositsDeposit 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 DepositsDeposit accounts. Seller will continue backup withholding and remittance through the Closing Date. Any amounts required by any governmental agencies to be withheld from any of the Assumed Deposits Deposit accounts 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 (North Central Ohio) Date shall be withheld by the Buyer Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by the Buyer Purchaser to the appropriate agency on or prior to the applicable due date. Promptly Unless otherwise agreed by the parties, Seller shall be responsible for delivering to payees all IRS notices with respect to information reporting and tax identification numbers required to be delivered for all periods through the Closing Date with respect to the Assumed Deposit accounts, and Purchaser shall be responsible for delivery to payees all such notices required to be delivered for all periods following the Closing Date with respect to the Assumed Deposit accounts. Purchaser and Seller shall, prior to the Closing Date, consult (and 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 by the parties, Seller will make all required reports to applicable tax authorities and to obligors on Loans purchased on the Closing Date, with respect to all periods through the 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, but in no event later than concerning all such interest and points received. Seller shall bear the date the Buyer is obligated responsibility and liability for and pay all penalties associated with missing taxpayer identification numbers and U.S. Treasury reclamations, and any failures to remit such amounts comply with IRS regulations that occurred prior to the applicable governmental agencyClosing 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, 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 shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by the Seller.Xxxx 00000 Xxtention: _____________________

Interest Reporting and Withholding. Unless otherwise agreed to by the parties(a) Seller shall, the Seller will report to applicable taxing authorities and holders of Assumed Deposits transferred on the Closing Date, with respect to for the period from January 1 of the year in which the Closing occurs through and including the Closing Date, report all interest credited to, interest withheld from from, and any early withdrawal penalties imposed upon the Assumed Deposits. The Buyer will shall report to the applicable taxing authorities and holders of Assumed 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 such 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 Assumed Deposits through Withholding Accounts on or before 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 remit such amounts to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to (ii) Buyer shall, for the period from the day after the Closing Date shall to the end of the calendar year (and all periods thereafter), 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 by from the Buyer Withholding Accounts after the Closing Date in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by the Buyer remit such amounts to the appropriate agency on or prior to the applicable due date. Promptly after (c) Buyer shall report to applicable authorities and the Closing Date, but borrowers of Deposit-Related Loans all interest paid on such loans for the year in no event later than the date the Buyer is obligated to remit which such amounts to the applicable governmental agency, the Seller will pay to the Buyer that portion of any sums theretofore withheld loans are acquired 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 shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by the SellerBuyer.

Interest Reporting and Withholding. Unless otherwise agreed to by the parties, the Seller will report to applicable taxing authorities and holders of Assumed 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 credited to, withheld from and any early withdrawal penalties imposed upon the Assumed Deposits. The Buyer will (a) Purchaser shall report to the applicable taxing authorities and holders of Assumed Deposits, with respect to all periods from on and after January 1 of the day after year in which the Closing DateDate shall occur, all such interest credited to, withheld from and any early withdrawal penalties imposed upon such 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 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 shall be withheld by the Buyer Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by the Buyer Purchaser to the appropriate agency on or prior to the applicable due date. Promptly after On the Closing Date, but in no event later than the date the Buyer is obligated to remit such amounts to the applicable governmental agency, the Seller will 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 the Buyer Purchaser 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 Purchaser pursuant to the foregoing and foregoing. Seller shall directly remit to the applicable governmental agency that portion of any such sums which that are required to be remitted by the Seller.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, the Seller Sellers will report to applicable taxing authorities and holders of Assumed Deposits transferred on the Closing DateDeposits, 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 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. The Buyer 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 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 Sellers in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by the 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 shall be withheld by the Buyer Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by the Buyer 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 the Buyer Purchaser is obligated to remit such amounts to the applicable governmental agency, the Seller Sellers will pay to the Buyer Purchaser that portion of any sums theretofore withheld by the Seller Sellers from any Assumed Deposits transferred on the Closing Date which are or may be required to be remitted by the Buyer 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 the SellerSellers.

Interest Reporting and Withholding. (a) Unless otherwise agreed to by the parties, the Seller will report to applicable taxing authorities and holders of Assumed Deposits transferred on the Closing DateDeposits, 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. The Buyer 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 (including dividends and other distributions with respect to money market accounts) credited to, withheld from and any early withdrawal penalties imposed upon such Assumed the 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 shall will be withheld by the Buyer Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by the Buyer Purchaser to the appropriate agency on or prior to the applicable due date. Promptly after (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, but in no event later than the date the Buyer is obligated to remit such amounts as applicable, with respect to the applicable governmental agencyperiod from January 1 of the year in which the Initial Closing, the Seller 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 pay make all required reports to the Buyer that portion of any sums theretofore withheld by the Seller from any Assumed Deposits transferred applicable taxing authorities and to obligors on Loans purchased on the Initial Closing Date, the Subsequent Closing Date which are or may be required the Closing Date, as applicable, with respect to be remitted by all periods from the Buyer pursuant to day after the foregoing Initial Closing Date, the Subsequent Closing Date or the Closing Date, as applicable, concerning all such interest and shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by the Seller.points received. 4.7