Common use of Payment of Items After the Closing Date Clause in Contracts

Payment of Items After the Closing Date. Following the Closing Date: (a) The Purchaser agrees to pay in accordance with applicable law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to the Purchaser by mail, over the counter or through the check clearing system of the banking industry by depositors related to the Deposit Liabilities, whether drawn on the checks, withdrawal or draft forms provided by the Seller or by the Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors with respect to whom the Purchaser has assumed the Deposit Liabilities. (b) If any of such depositors, instead of accepting the obligation of the Purchaser to pay the Deposit Liabilities, shall demand payment for all or any part of any such Deposit Liabilities, the Seller shall not be liable or responsible for making such payment. (c) After the Closing, the Seller shall have the rights and obligations of a "Collecting bank" or "Intermediary bank" under Article 4 of the Uniform Commercial Code as adopted in Chapter 355 of the Kentucky Revised Statutes with respect to items drawn on the Deposit Liabilities which are received by Seller for processing. Items received for processing against the Deposit Liabilities shall be grouped and delivered to the Purchaser within the time limits provided by the Kentucky Uniform Commercial Code in a special cash letter separately identified as "Transferred Accounts Cash Letter." For purposes of paying the Purchaser's obligations to the Seller under this Section 2.8, the Purchaser will establish a settlement account with the Seller at the Closing Date in a collected amount equal to One Hundred Thousand Dollars ($100,000), which amount shall be maintained by the Purchaser for a period of sixty (60) days following the Closing Date, against which will be (i) debited the checks, returns, ACH charges or debits and items hereafter referred to in this sentence, and (ii) charged amounts in accordance with this Section 2.8(c) to provide, among other things, for the settlement by the Purchaser of checks, ACH charges or debits, returns and items which are presented to the Seller within sixty (60) days after the Closing Date and which are drawn on or chargeable to Deposit Liabilities transferred to the Purchaser. After the expiration of such 60-day period following the Closing Date, the Seller shall dishonor all checks, drafts, withdrawal orders and other instruments and items drawn on the Deposit Liabilities which are presented in any manner to the Seller, unless the Seller and the Purchaser agree to extend such 60-day period and extend the provision for a settlement account as necessary. The Purchaser agrees to arrange for the transportation directly and to pay the expenses of transporting from the Seller to the Purchaser all checks, drafts, orders of withdrawal, cash letters, magnetic tapes and other items related to the Seller's receipt of items relating to the Deposit Liabilities after the Closing Date. Such transportation expenses may be charged against the settlement account of the Purchaser. The Seller shall terminate all ACH arrangements relating to the Deposit Liabilities on or prior to the Closing Date.

Payment of Items After the Closing Date. (a) Following the Closing Date: (a) The , the Purchaser agrees to pay in accordance with applicable law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to the Purchaser by mail, over the counter or through the check clearing system of the banking industry by depositors related to the Deposit Liabilities, whether drawn on the checks, withdrawal or draft forms provided by the Seller or by the Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors with respect to whom the Purchaser has assumed the Deposit Liabilities. The Purchaser's obligations hereunder to honor checks, drafts and withdrawal orders on forms provided by Seller and carrying Seller's imprint (including name and transit routing number) shall not apply to any such check, draft or withdrawal order presented to the Purchaser more than sixty (60) days following the Closing Date. (b) If any of such depositors, instead of accepting the obligation of the Purchaser to pay the Deposit Liabilities, shall demand payment for all or any part of any such Deposit Liabilities, the Seller shall not be liable or responsible for making such payment. (c) After the Closing, the Seller shall have the rights and obligations of a "“Collecting bank" ” or "“Intermediary bank" ” under Article 4 of the Uniform Commercial Code as adopted in Chapter 355 of the Kentucky Revised Statutes Indiana Code § 26-1-4 et seq., with respect to items drawn on the Deposit Liabilities which are received by Seller for processing. Items received for processing against the Deposit Liabilities shall be grouped and delivered to the Purchaser within the time limits provided by the Kentucky Indiana Uniform Commercial Code in a special cash letter separately identified as "“Transferred Accounts Cash Letter." ” For purposes of paying the Purchaser's ’s obligations to the Seller under this Section 2.83.8, the Purchaser will establish a settlement account with the Seller at the Closing Date in a collected amount equal to One Hundred Thousand Dollars ($100,000), which amount shall be maintained by the Purchaser for a period of sixty (60) days following the Closing Date, against which will be (i) debited the checks, returns, ACH charges or debits and items hereafter referred to in this sentence, and (ii) charged amounts in accordance with this Section 2.8(c3.8(c) to provide, among other things, for the settlement by the Purchaser of checks, ACH charges or debits, returns and items which are presented to the Seller within sixty (60) days after the Closing Date and which are drawn on or chargeable to Deposit Liabilities transferred to the Purchaser. After the expiration of such 60-day period following the Closing Date, the Seller shall dishonor all checks, drafts, withdrawal orders and other instruments and items drawn on the Deposit Liabilities which are presented in any manner to the Seller, unless the Seller and the Purchaser agree to extend such 60-day period and extend the provision for a settlement account as necessary. The Purchaser agrees to arrange for the transportation directly and to pay the expenses of transporting from the Seller to the Purchaser all checks, drafts, orders of withdrawal, cash letters, magnetic tapes and other items related to the Seller's ’s receipt of items relating to the Deposit Liabilities after the Closing Date. Such transportation expenses may be charged against the settlement account of the Purchaser. The Seller shall terminate all ACH arrangements relating to the Deposit Liabilities on or prior to the Closing Date.

Payment of Items After the Closing Date. Following the Closing Date: (a) The Purchaser agrees to pay in accordance with applicable law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to the Purchaser by mail, over the counter or through the check clearing system of the banking industry industry, by depositors related to the Deposit Liabilities, whether drawn on the checks, withdrawal or draft forms provided by the Seller or by the Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors with respect to whom the Purchaser has assumed the Deposit Liabilities. (b) If any of such depositors, instead of accepting the obligation of the Purchaser to pay the Deposit Liabilities, shall demand payment from the Seller for all or any part of any such Deposit Liabilities, the Seller shall not be liable or responsible for making such payment. (c) After the ClosingEffective Time, the Seller shall be and have the rights and obligations of a "“Collecting bank" Bank” or "“Intermediary bank" Bank” under Article 4 of the Uniform Commercial Code (including the right to chargeback dishonored items) as adopted then in Chapter 355 of the Kentucky Revised Statutes effect in Ohio with respect to items drawn on the accounts associated with Deposit Liabilities transferred which are received by the Seller for processing. Items received for processing against the Deposit Liabilities shall be grouped and delivered to the Purchaser within the time limits provided by the Kentucky Uniform Commercial Code in a special cash letter separately identified as "“Transferred Accounts Cash Letter." ” For purposes of paying the Purchaser's ’s obligations to the Seller under this Section 2.83.7, the Purchaser will establish a settlement account with the Seller at the Closing Date in a collected amount equal to One Hundred Thousand Dollars ($100,000)250,000, which amount shall will be maintained by the Purchaser for a period of sixty (60) days following the Closing Date, against which will be (i) debited the checks, returns, ACH charges or debits returns and items hereafter referred to in this sentence, sentence and (ii) charged amounts in accordance with this Section 2.8(c3.7(d) hereof to provide, among other things, for the settlement by the Purchaser of checks, ACH charges or debits, returns and items which are presented to the Seller within sixty (60) days after the Closing Date and which are drawn on or chargeable to accounts associated with Deposit Liabilities transferred to the Purchaser. In order to reduce the continuing charges to the Seller through the check clearing system of the banking system which will result from check forms of the Seller being used after the Closing Date by the depositors whose accounts associated with Deposit Liabilities are assumed, the Purchaser agrees, at its cost and expense, and without charge to such depositors, to notify such depositors as soon as possible after the Closing Date of the Purchaser’s assumption of the Deposit Liabilities and furnish each depositor of an assumed account with checks on the forms of the Purchaser with instructions to utilize the Purchaser’s checks and to destroy unused checks of the Seller. After the expiration of such 60-day period following 60 days from the Closing Date, the Seller shall will dishonor all checks, drafts, drafts or withdrawal orders and other instruments and items drawn on the Deposit Liabilities which are presented in any manner to the Seller, unless the Seller and the Purchaser agree to extend such 60-the 60 day period and extend the provision for a settlement account as necessary. The Purchaser agrees to arrange for the transportation directly and to pay the expenses of transporting from the Seller to the Purchaser all checks, drafts, orders of withdrawal, cash letters, magnetic tapes and other items related to the Seller's ’s receipt of items relating to the Deposit Liabilities after the Closing Date. Such These transportation expenses may be charged against the settlement account of the Purchaser. The Seller shall terminate all ACH arrangements relating give Purchaser a regular accounting of debits and Purchaser shall indemnify Seller from and against any claims resulting from a return of items not in accordance with the requirements of the Uniform Commercial Code or Regulation CC to its clearing account. Purchaser shall indemnify and hold Seller harmless from any claims of wrongful dishonor based on such returns. (d) Purchaser agrees to pay promptly to the Deposit Liabilities on Seller an amount equivalent to the amount of any checks, drafts or prior withdrawal orders credited by the Seller before the Closing Date to such transferred account that are returned to the Seller unpaid within sixty (60) days after the Closing Date. Upon receipt thereof, the Seller shall immediately forward any such check, draft or other item to the Purchaser, and subject to the time limitations referenced herein, the Purchaser shall remit to the Seller the amount of any such item(s).

Payment of Items After the Closing Date. Following the Closing Date: (a) The Purchaser agrees to pay in accordance with applicable law and customary banking practices all properly drawn and presented checks, drafts drafts, and withdrawal orders presented to the Purchaser by mail, over the counter counter, or through the check clearing system of the banking industry industry, by depositors related to the Deposit Liabilities, whether drawn on the checks, withdrawal withdrawal, or draft forms provided by the Seller or by the Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors with respect to whom the Purchaser has assumed the Deposit Liabilities. (b) If any of such depositors, instead of accepting the obligation of the Purchaser to pay the Deposit Liabilities, shall demand payment from the Seller for all or any part of any such Deposit Liabilities, the Seller shall not be liable or responsible for making such payment. (c) After the ClosingEffective Time, as between the Seller and the Purchaser, the Seller shall be and have the rights and obligations of a "“Collecting bank" Bank” or "“Intermediary bank" Bank” under Article 4 of the Uniform Commercial Code (including the right to chargeback dishonored items) as adopted then in Chapter 355 of the Kentucky Revised Statutes effect in Ohio with respect to items drawn on the accounts associated with the Deposit Liabilities transferred which are received by the Seller for processing. Items received for processing against the Deposit Liabilities shall be grouped and delivered to the Purchaser within the time limits provided by the Kentucky Uniform Commercial Code in a special cash letter separately identified as "the “Transferred Accounts Cash Letter." ” For the purposes of paying the Purchaser's ’s obligations to the Seller under this Section 2.83.7, the Purchaser will establish a daily settlement account with the Seller on its books and records at the Closing Date in a collected amount equal to One Hundred Thousand Dollars ($100,000)Date, which amount shall account will be maintained by the Purchaser for a period of sixty one hundred eighty (60180) days following the Closing Date, and against which will be (i) debited the checks, returns, ACH charges or debits and items hereafter referred to in this sentence, sentence and (ii) charged amounts in accordance with this Section 2.8(c3.7(d) hereof to provide, among other things, for the settlement by the Purchaser of checks, ACH charges or debitsreturns, returns and items which are presented to the Seller within sixty one hundred eighty (60180) days after the Closing Date and which are drawn on or chargeable to accounts associated with the Deposit Liabilities transferred to the Purchaser. After the expiration Upon presentment of such 60-day period following the Closing Datea Transferred Accounts Cash Letter, the Seller shall dishonor all checks, drafts, withdrawal orders and other instruments and items drawn on Purchaser will transmit via same day wire transfer the Deposit Liabilities which are presented in any manner funds owed to the Seller, unless the Seller and the Purchaser agree to extend such 60-day period and extend the provision for a settlement account as necessary. The Purchaser agrees to arrange for the transportation directly and to pay the expenses of transporting from the Seller to the Purchaser all checks, drafts, orders of withdrawal, cash letters, magnetic tapes and other items related to the Seller's receipt of items relating to the Deposit Liabilities after the Closing Date. Such transportation expenses may be charged against the settlement account of the Purchaser. The Seller shall terminate all ACH arrangements relating to the Deposit Liabilities on or prior to the Closing Date.

Payment of Items After the Closing Date. Following the Closing Date: (a) The Purchaser agrees to pay in accordance with applicable law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to the Purchaser by mail, over the counter or through the check clearing system of the banking industry industry, by depositors related to the Deposit Liabilities, whether drawn on the checks, withdrawal or draft forms provided by the Seller or by the Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors with respect to whom the Purchaser has assumed the Deposit Liabilities. The Purchaser's obligations hereunder to honor checks, drafts and withdrawal orders on forms provided by the Seller and carrying its imprint (including name and transit routing number) shall not apply to any such check, draft or withdrawal order presented to the Purchaser more than sixty (60) days following the Closing Date. (b) If any of such depositors, instead of accepting the obligation of the Purchaser to pay the Deposit Liabilities, shall demand payment from the Seller for all or any part of any such Deposit Liabilities, the Seller shall not be liable or responsible for making such payment. (c) After the Closing, the Seller shall be and have the rights and obligations of a "Collecting bankBank" or "Intermediary bankBank" under Article 4 of the Uniform Commercial Code (including the right to chargeback dishonored items) as adopted then in Chapter 355 of the Kentucky Revised Statutes effect in Indiana with respect to items drawn on the Deposit Liabilities accounts transferred which are received by the Seller for processing. Items received for processing against the Deposit Liabilities shall be grouped and delivered to the Purchaser within the time limits provided by the Kentucky Uniform Commercial Code in a special cash letter separately identified as "Transferred Accounts Cash Letter." For purposes of paying the Purchaser's obligations to the Seller under this Section 2.82.9, the Purchaser will establish a settlement account with the Seller at the Closing Date in a collected amount equal to One Hundred Thousand Dollars ($100,000), which amount shall will be maintained by the Purchaser for a period of sixty (60) days following the Closing Date, against which will be (i) debited the checks, returns, ACH charges or debits returns and items hereafter referred to in this sentence, sentence and (ii) charged amounts in accordance with this Section 2.8(c2.9(c) hereof to provide, among other things, for the settlement by the Purchaser of checks, ACH charges or debits, returns and items which are presented to the Seller within sixty (60) days after the Closing Date and which are drawn on or chargeable to Deposit Liabilities accounts transferred to the Purchaser. After the expiration of such the 60-day period following the Closing Date, the Seller shall will dishonor all checks, drafts, drafts or withdrawal orders and other instruments and items drawn on the Deposit Liabilities which are presented in any manner to the Seller, unless the Seller and the Purchaser mutually agree to extend such the 60-day period and extend the provision for a settlement account as necessary. The Purchaser agrees to arrange for the transportation directly and to pay the expenses of transporting from the Seller to the Purchaser all checks, drafts, orders of withdrawal, cash letters, magnetic tapes and other items related to the Seller's receipt of items relating to the Deposit Liabilities after the Closing Date. Such These transportation expenses may be charged against the settlement account of the Purchaser. . (d) The Seller shall terminate all ACH arrangements relating Purchaser agrees to pay promptly to the Deposit Liabilities on Seller (i) an amount equivalent to the amount of any checks, drafts or prior withdrawal orders credited by the Seller before the Closing Date to such transferred account that are returned to the Seller unpaid after the Closing Date, and (ii) for a period not to exceed thirty (30) days from the Closing Date, an amount equivalent to the amount of any checks, drafts or withdrawal orders credited by the Seller after the Closing Date to such transferred account that are returned to the Seller unpaid after the Closing Date. Upon receipt thereof, the Seller shall immediately forward any such check, draft or other item to the Purchaser, and subject to the time limitations referenced herein, the Purchaser shall remit to the Seller the amount of any such item(s).

Payment of Items After the Closing Date. Following the Closing Date: (a) The Purchaser agrees to pay in accordance with applicable law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to the Purchaser by mail, over the counter or through the check clearing system of the banking industry industry, by depositors related to the Deposit Liabilities, whether drawn on the checks, withdrawal or draft forms provided by the Seller or by the Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors with respect to whom the Purchaser has assumed the Deposit Liabilities. (b) If any of such depositors, instead of accepting the obligation of the Purchaser to pay the Deposit Liabilities, shall demand payment from Seller for all or any part of any such Deposit Liabilities, the Seller shall not be liable or responsible for making such payment. (c) After the ClosingEffective Time, the Seller shall be and have the rights and obligations of a "“Collecting bank" Bank” or "“Intermediary bank" Bank” under Article 4 of the Uniform Commercial Code (including the right to chargeback dishonored items) as adopted then in Chapter 355 of the Kentucky Revised Statutes effect in Ohio with respect to items drawn on the accounts associated with Deposit Liabilities transferred which are received by Seller for processing. Items received for processing against the Deposit Liabilities shall be grouped and delivered provided to the Purchaser in a commercially reasonable manner within the time limits provided by the Kentucky Uniform Commercial Code in with a special cash letter separately identified as "“Transferred Accounts Cash Letter." ” For purposes of paying the Purchaser's ’s obligations to the Seller under this Section 2.83.6, the Purchaser will establish a settlement account with the Seller at the Closing Date in a collected amount equal to One Hundred Thousand Dollars ($100,000), which amount shall will be maintained by the Purchaser in an interest bearing account at Seller for a period of sixty ninety (6090) days following the Closing Date, against which will be (i) debited the checks, returns, ACH charges or debits returns and items hereafter referred to in this sentence, sentence and (ii) charged amounts in accordance with this Section 2.8(c3.6(d) hereof to provide, among other things, for the settlement by the Purchaser of checks, ACH charges or debits, returns and items which are presented to the Seller within sixty ninety (6090) days after the Closing Date and which are drawn on or chargeable to accounts associated with Deposit Liabilities transferred to Purchaser. In order to reduce the continuing charges to Seller through the check clearing system of the banking system which will result from check forms of Seller being used after the Closing Date by the depositors whose accounts associated with Deposit Liabilities are assumed, Purchaser agrees, at its cost and expense, and without charge to such depositors, to notify such depositors, in a form reasonably satisfactory to Seller, on or about the Closing Date of Purchaser’s assumption of the Deposit Liabilities and furnish each depositor of an assumed account with checks on the forms of Purchaser with instructions to utilize Purchaser’s checks and to destroy unused checks of Seller. After the expiration of such 60-day period following ninety (90) days from the Closing Date, the Seller shall will dishonor all checks, drafts, drafts or withdrawal orders and other instruments and items drawn on the Deposit Liabilities which are presented in any manner to the Seller, unless the Seller and the Purchaser agree to extend such 60-the ninety (90) day period and extend the provision for a settlement account as necessary. The Purchaser agrees to arrange for the transportation directly and to pay the expenses of transporting from the Seller to the Purchaser all checks, drafts, orders of withdrawal, cash letters, magnetic tapes and other items related to the Seller's ’s receipt of items relating to the Deposit Liabilities after the Closing Date. Such These transportation expenses may be charged against the settlement account of the Purchaser. The Seller shall terminate all ACH arrangements relating give Purchaser a regular accounting of debits and Purchaser shall indemnify Seller from and against any claims resulting from a return of items not in accordance with the requirements of the Uniform Commercial Code or Regulation CC to its clearing account. Purchaser shall indemnify and hold Seller harmless from any claims of wrongful dishonor based on such returns. (d) Purchaser agrees to pay promptly to Seller an amount equivalent to the amount of any checks, drafts or withdrawal orders credited by Seller before the Closing Date to such transferred account that are returned to Seller unpaid within ninety (90) days after the Closing Date. Upon receipt thereof, Seller shall immediately forward any such check, draft or other item to Purchaser, and subject to the time limitations referenced herein, Purchaser shall remit to Seller the amount of any such item(s). (e) In instances where a depositor of a Deposit Liabilities on or Liability made an assertion of error regarding a Deposit Liability pursuant to the Electronic Funds Transfer Act and Federal Reserve Board Regulation E, and Seller, prior to the Closing, recredited the disputed amount to the relevant account during the conduct of the error investigation, Purchaser agrees to comply with a written request from Seller to debit such account in a stated amount and remit such amount to Seller, to the extent of the balance of funds available in the account. Seller agrees to indemnify Purchaser for any claims or losses that Purchaser may incur as a result of complying with such request from Seller. (f) For a period of ninety (90) days following the Closing Date, if Seller receives a wire transfer for credit to a Deposit Liability, Seller will forward the wire transfer to Purchaser not later than the next business day following receipt by Seller of the wire transfer. After ninety (90) days following the Closing Date, Seller may discontinue accepting and forwarding such wire transfers and return such wires to the originators marked “Account Closed.” Seller shall not be liable for any overdrafts that may result from such return.

Payment of Items After the Closing Date. Following the Closing Date:. (a) The Purchaser agrees to pay in accordance with applicable law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to the Purchaser by mail, over the counter or through the check clearing system of the banking industry by depositors related to the Deposit Liabilities, whether drawn on the checks, withdrawal or draft forms provided by the Seller or by the Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors with respect to whom the Purchaser has assumed the Deposit Liabilities. The Purchaser's obligations hereunder to honor checks, drafts and withdrawal orders on forms provided by Seller and carrying Seller's imprint (including name and transit routing number) shall not apply to any such check, draft or withdrawal order presented to the Purchaser more than sixty (60) days following the Closing Date. (b) If any of such depositors, instead of accepting the obligation of the Purchaser to pay the Deposit Liabilities, shall demand payment for all or any part of any such Deposit Liabilities, the Seller shall not be liable or responsible for making such payment. (c) After the Closing, the Seller shall have the rights and obligations of a "Collecting bank" or "Intermediary bank" under Article 4 of the Uniform Commercial Code as adopted in Chapter 355 of the Kentucky Revised Statutes Indiana Code Section 26-1-4 et seq., with respect to items drawn on the Deposit Liabilities which are received by Seller for processing. Items received for processing against the Deposit Liabilities shall be grouped and delivered to the Purchaser within the time limits provided by the Kentucky Indiana Uniform Commercial Code in a special cash letter separately identified as "Transferred Accounts Cash Letter." For purposes of paying the Purchaser's obligations to the Seller under this Section 2.83.8, the Purchaser will establish a settlement account with the Seller at the Closing Date in a collected amount equal to One Hundred Thousand Dollars ($100,000), which amount shall be maintained by the Purchaser for a period of sixty (60) days following the Closing Date, against which will be (i) debited the checks, returns, ACH charges or debits and items hereafter referred to in this sentence, and (ii) charged amounts in accordance with this Section 2.8(c3.8(c) to provide, among other things, for the settlement by the Purchaser of checks, ACH charges or debits, returns and items which are presented to the Seller within sixty (60) days after the Closing Date and which are drawn on or chargeable to Deposit Liabilities transferred to the Purchaser. After the expiration of such 60-day period following the Closing Date, the Seller shall dishonor all checks, drafts, withdrawal orders and other instruments and items drawn on the Deposit Liabilities which are presented in any manner to the Seller, unless the Seller and the Purchaser agree to extend such 60-day period and extend the provision for a settlement account as necessary. The Purchaser agrees to arrange for the transportation directly and to pay the expenses of transporting from the Seller to the Purchaser all checks, drafts, orders of withdrawal, cash letters, magnetic tapes and other items related to the Seller's receipt of items relating to the Deposit Liabilities after the Closing Date. Such transportation expenses may be charged against the settlement account of the Purchaser. The Seller shall terminate all ACH arrangements relating to the Deposit Liabilities on or prior to the Closing Date.

Payment of Items After the Closing Date. Following the Closing Date: (a) The i. Purchaser agrees to pay in accordance with applicable law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to the Purchaser by mail, over the counter or through the check clearing system of the banking industry industry, by depositors related to the Deposit Liabilities, whether drawn on the checks, withdrawal or draft forms provided by the Seller or by the Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors with respect to whom the Purchaser has assumed the Deposit Liabilities. (b) ii. If any of such depositors, instead of accepting the obligation of the Purchaser to pay the Deposit Liabilities, shall will demand payment from Seller for all or any part of any such Deposit Liabilities, the Seller shall will not be liable or responsible for making such payment.. 18 (c) iii. After the ClosingEffective Time, the Seller shall will be and have the rights and obligations of a "“Collecting bank" Bank” or "“Intermediary bank" Bank” under Article 4 of the Uniform Commercial Code (including the right to chargeback dishonored items) as adopted then in Chapter 355 of the Kentucky Revised Statutes effect in Maine with respect to items drawn on the accounts associated with Deposit Liabilities transferred which are received by Seller for processing. Items received for processing against the Deposit Liabilities shall will be grouped and delivered provided to the Purchaser in a commercially reasonable manner within the time limits provided by the Kentucky Uniform Commercial Code in with a special cash letter separately identified as "“Transferred Accounts Cash Letter." ” For purposes of paying the Purchaser's ’s obligations to the Seller under this Section 2.83.7, the Purchaser will establish a settlement account with the Seller at the Closing Date in a collected amount equal to One Hundred Thousand Dollars ($100,000), which amount shall will be maintained by the Purchaser in an interest bearing account at Seller for a period of sixty (60) 90 days following the Closing Date, against which will be (i) debited the checks, returns, ACH charges or debits returns and items hereafter referred to in this sentence, sentence and (ii) charged amounts in accordance with this Section 2.8(c3.7(d) hereof to provide, among other things, for the settlement by the Purchaser of checks, ACH charges or debits, returns and items which are presented to the Seller within sixty (60) 90 days after the Closing Date and which are drawn on or chargeable to accounts associated with Deposit Liabilities transferred to Purchaser. In order to reduce the continuing charges to Seller through the check clearing system of the banking system which will result from check forms of Seller being used after the Closing Date by the depositors whose accounts associated with Deposit Liabilities are assumed, Purchaser agrees, at its cost and expense, and without charge to such depositors, to notify such depositors on or about the Closing Date of Purchaser’s assumption of the Deposit Liabilities and furnish each depositor of an assumed account with checks on the forms of Purchaser with instructions to utilize Purchaser’s checks and to destroy unused checks of Seller. After the expiration of such 60-day period following 90 days from the Closing Date, the Seller shall will dishonor all checks, drafts, drafts or withdrawal orders and other instruments and items drawn on the Deposit Liabilities which are presented in any manner to the Seller, unless the Seller and the Purchaser agree to extend such 60-the 90 day period and extend the provision for a settlement account as necessary. The Purchaser agrees to arrange for the transportation directly and to pay the expenses of transporting from the Seller to the Purchaser all checks, drafts, orders of withdrawal, cash letters, magnetic tapes and other items related to the Seller's ’s receipt of items relating to the Deposit Liabilities after the Closing Date. Such These transportation expenses may be charged against the settlement account of the Purchaser. The Seller shall terminate all ACH arrangements relating will give Purchaser a regular accounting of debits and Purchaser will indemnify Seller from and against any claims resulting from a return of items not in accordance with the requirements of the Uniform Commercial Code or Regulation CC to its clearing account. Purchaser will indemnify and hold Seller harmless from any claims of wrongful dishonor based on such returns. i. Purchaser agrees to pay promptly to Seller an amount equivalent to the amount of any checks, drafts or withdrawal orders credited by Seller before the Closing Date to such transferred account that are returned to Seller unpaid within 90 days after the Closing Date less any related Deposit Liabilities on Premium. Upon receipt thereof, Seller will immediately forward any such check, draft or other item to Purchaser, and subject to the time limitations referenced herein, Purchaser will remit to Seller the amount of any such item(s). i. In instances where a depositor of a Deposit Liability made an assertion of error regarding a Deposit Liability pursuant to the Electronic Funds Transfer Act and Federal Reserve Board Regulation E, and Seller, prior to the Closing, recredited the disputed amount to the relevant account during the conduct of the error investigation, Purchaser agrees to comply with a written request from Seller to debit such account in a stated amount and remit such amount to Seller (less any related Deposit Premium), to the extent of the balance of funds available in the account. Seller agrees to indemnify Purchaser for any claims or losses that Purchaser may incur as a result of complying with such request from Seller. ii. For a period of 90 days following the Closing Date, if Seller receives a wire transfer for credit to a Deposit Liability, Seller will forward the wire transfer to Purchaser not later than the next business day following receipt by Seller of the wire transfer. After such 90-day period, Seller may discontinue accepting and forwarding such wire transfers and return such wires to the originators marked “Account Closed.” Seller will not be liable for any overdrafts that may result from such return.

Payment of Items After the Closing Date. Following the Closing Date: Buyer shall: (ai) The Purchaser agrees to pay in accordance with applicable law Law and customary banking practices and applicable Deposit Account contract terms, all properly drawn and presented checks, drafts negotiable orders of withdrawal, drafts, debits and withdrawal orders presented to the Purchaser Buyer by mail, over the counter counter, through electronic media or through the check clearing system of the banking industry industry, by depositors related to of the Deposit LiabilitiesAccounts assumed by Buyer hereunder, whether drawn on the checks, negotiable orders of withdrawal, drafts or withdrawal or draft order forms provided by the Seller Buyer or by the Purchaser, Seller; and in all other respects to (ii) discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors with respect whose Deposit Accounts are assumed by Buyer hereunder; provided, however, that any obligations of Buyer pursuant to whom the Purchaser has assumed the Deposit Liabilities. this Section 9.1 to honor checks, negotiable orders of withdrawal, drafts and withdrawal orders on forms provided by Seller and carrying its imprint (bincluding its name and transit routing number) If any of such depositors, instead of accepting the obligation of the Purchaser to pay the Deposit Liabilities, shall demand payment for all or any part of any such Deposit Liabilities, the Seller shall not be liable or responsible for making such payment. (c) After the Closing, the Seller shall have the rights and obligations of a "Collecting bank" or "Intermediary bank" under Article 4 of the Uniform Commercial Code as adopted in Chapter 355 of the Kentucky Revised Statutes with respect apply to items drawn on the Deposit Liabilities which are received by Seller for processing. Items received for processing against the Deposit Liabilities shall be grouped and delivered to the Purchaser within the time limits provided by the Kentucky Uniform Commercial Code in a special cash letter separately identified as "Transferred Accounts Cash Letter." For purposes of paying the Purchaser's obligations to the Seller under this Section 2.8, the Purchaser will establish a settlement account with the Seller at the Closing Date in a collected amount equal to One Hundred Thousand Dollars ($100,000), which amount shall be maintained by the Purchaser for a period of sixty (60) days following the Closing Date, against which will be (i) debited the any checks, returnsdrafts, ACH charges withdrawal orders or debits and returned items hereafter referred to in this sentence, and (iiA) charged amounts in accordance with this Section 2.8(c) to provide, among other things, for the settlement by the Purchaser of checks, ACH charges or debits, returns and items which are presented to the Seller within Buyer more than sixty (60) days after the Closing Date or (B) on which a stop payment has been requested by the deposit customer. Seller shall submit and which are drawn file any required reports on or chargeable IRS Forms 945, 1098 and 1099, as well as all other informational tax reports with respect to interest paid on Deposit Liabilities transferred for the periods prior to the Purchaser. After the expiration of such 60-day period following and through the Closing Date, the Seller and Buyer shall dishonor submit and file any required reports in IRS Form 945, 1098 and 1099, as well as all checks, drafts, withdrawal orders and other instruments and items drawn informational tax reports with respect to interest paid on the Deposit Liabilities which are presented in any manner to the Seller, unless the Seller and the Purchaser agree to extend such 60-day period and extend the provision for a settlement account as necessary. The Purchaser agrees to arrange for the transportation directly and to pay the expenses of transporting from the Seller to the Purchaser all checks, drafts, orders of withdrawal, cash letters, magnetic tapes and other items related to the Seller's receipt of items relating to the Deposit Liabilities periods beginning after the Closing Date. Such transportation expenses may be charged against the settlement account The provisions of the Purchaser. The Seller this Section 9.1 shall terminate all ACH arrangements relating to the Deposit Liabilities on in no way limit Buyer’s duties or prior to the Closing Dateobligations arising under Section 2.2(b).

Payment of Items After the Closing Date. Following After the close of business on the Closing Date: (a) The Purchaser agrees to pay in accordance with applicable law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to the Purchaser by mail, over the counter or through the check clearing system of the banking industry industry, by depositors related to the Deposit LiabilitiesDeposits, whether drawn on the checks, withdrawal or draft forms provided by the Seller or by the Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors with respect to whom the Purchaser has assumed the Deposit LiabilitiesDeposits. Purchaser’s obligations hereunder to honor checks, drafts and withdrawal orders on forms provided by Seller and carrying its imprint (including name and transit routing number) shall not apply to any such check, draft or withdrawal order presented to Purchaser more than sixty (60) days following the Closing Date. (b) If any of such depositors, instead of accepting the obligation of the Purchaser to pay the Deposit LiabilitiesDeposits, shall demand payment from Seller for all or any part of any such Deposit LiabilitiesDeposits, the Seller shall not be liable or responsible for making such payment. (c) After the Closing, the Seller shall be and have the rights and obligations of a "“Collecting bank" Bank” or "“Intermediary bank" Bank” under Article 4 of the Uniform Commercial Code (including the right to chargeback dishonored items) as adopted then in Chapter 355 of the effect in Kentucky Revised Statutes with respect to items drawn on the Deposit Liabilities accounts transferred which are received by Seller for processing. Items received for processing against the Deposit Liabilities Deposits shall be grouped and delivered to the Purchaser within the time limits provided by the Kentucky Uniform Commercial Code in a special cash letter separately identified as "“Transferred Accounts Cash Letter." ” For purposes of paying the Purchaser's ’s obligations to the Seller under this Section 2.82.11, the Purchaser will establish a settlement account with the Seller at the Closing Date in a collected amount equal to One Hundred Thousand Dollars ($100,000), which amount shall will be maintained by the Purchaser for a period of sixty (60) days following the Closing Date, against which will be (i) debited the checks, returns, ACH charges or debits returns and items hereafter referred to in this sentence, sentence and (ii) charged amounts in accordance with this Section 2.8(c2.11(c) hereof to provide, among other things, for the settlement by the Purchaser of checks, ACH charges or debits, returns and items which are presented to the Seller within sixty (60) days after the Closing Date and which are drawn on or chargeable to Deposit Liabilities accounts transferred to the PurchaserPurchaser and to which Purchaser does not reasonably object. After the expiration of such the 60-day period following the Closing Date, the Seller shall will dishonor all checks, drafts, drafts or withdrawal orders and other instruments and items drawn on the Deposit Liabilities which are presented in any manner to the Seller, Deposits unless the Seller and the Purchaser agree to extend such the 60-day period and extend the provision for a settlement account as necessary. The Purchaser agrees to arrange for the transportation directly and to pay the expenses of transporting Seller shall transport from the Seller to the Purchaser all checks, drafts, orders of withdrawal, cash letters, magnetic tapes and other items related to the Seller's ’s receipt of items relating to the Deposit Liabilities Deposits after the Closing Date; provided, however, that Seller shall not be required to transport the foregoing items to the extent that such items are sent to Purchaser electronically. (d) Purchaser agrees to pay promptly to Seller (i) an amount equivalent to the amount of any checks, drafts or withdrawal orders credited by Seller before the Closing Date to such transferred account that are returned to Seller unpaid after the Closing Date, and (ii) for a period not to exceed thirty (30) days from the Closing Date, an amount equivalent to the amount of any checks, drafts or withdrawal orders credited by Seller after the Closing Date to such transferred account that are returned to Seller unpaid after the Closing Date. Such transportation expenses may be charged against the settlement account of the Purchaser. The Upon receipt thereof, Seller shall terminate all ACH arrangements relating immediately forward any such check, draft or other item to Purchaser, and subject to the Deposit Liabilities on or prior time limitations referenced herein, Purchaser shall remit to Seller the Closing Dateamount of any such item(s).

Payment of Items After the Closing Date. Following the Closing Date: (a) The Purchaser agrees to pay in accordance with applicable law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to the Purchaser by mail, over the counter or through the check clearing system of the banking industry industry, by depositors related to the Deposit Liabilities, whether drawn on the checks, withdrawal or draft forms provided by the Seller or by the Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors with respect to whom the Purchaser has assumed the Deposit Liabilities. The Purchaser's obligations hereunder to honor checks, drafts and withdrawal orders on forms provided by the Seller and carrying its imprint (including name and transit routing number) shall not apply to any such check, draft or withdrawal order presented to the Purchaser more than sixty (60) days following the Closing Date. (b) If any of such depositors, instead of accepting the obligation of the Purchaser to pay the Deposit Liabilities, shall demand payment from the Seller for all or any part of any such Deposit Liabilities, the Seller shall not be liable or responsible for making such payment. (c) After the Closing, the Seller shall be and have the rights and obligations of a "Collecting bankBank" or "Intermediary bankBank" under Article 4 of the Uniform Commercial Code (including the right to chargeback dishonored items) as adopted then in Chapter 355 of the Kentucky Revised Statutes effect in Indiana with respect to items drawn on the Deposit Liabilities accounts transferred which are received by the Seller for processing. Items received for processing against the Deposit Liabilities shall be grouped and delivered to the Purchaser within the time limits provided by the Kentucky Uniform Commercial Code in a special cash letter separately identified as "Transferred Accounts Cash Letter." For purposes of paying the Purchaser's obligations to the Seller under this Section 2.82.9, the Purchaser will establish a settlement account with the Seller at the Closing Date in a collected amount equal to One Hundred Thousand Dollars ($100,000), which amount shall will be maintained by the Purchaser for a period of sixty (60) days following the Closing Date, against which will be (i) debited the checks, returns, ACH charges or debits returns and items hereafter referred to in this sentence, sentence and (ii) charged amounts in accordance with this Section 2.8(c2.9(c) hereof to provide, among other things, for the settlement by the Purchaser of checks, ACH charges or debits, returns and items which are presented to the Seller within sixty (60) days after the Closing Date and which are drawn on or chargeable to Deposit Liabilities accounts transferred to the Purchaser. After the expiration of such the 60-day period following the Closing Date, the Seller shall will dishonor all checks, drafts, drafts or withdrawal orders and other instruments and items drawn on the Deposit Liabilities which are presented in any manner to the Seller, unless the Seller and the Purchaser agree to extend such the 60-day period and extend the provision for a settlement account as necessary. The Purchaser agrees to arrange for the transportation directly and to pay the expenses of transporting from the Seller to the Purchaser all checks, drafts, orders of withdrawal, cash letters, magnetic tapes and other items related to the Seller's receipt of items relating to the Deposit Liabilities after the Closing Date. Such These transportation expenses may be charged against the settlement account of the Purchaser. . (d) The Seller shall terminate all ACH arrangements relating Purchaser agrees to pay promptly to the Deposit Liabilities on Seller (i) an amount equivalent to the amount of any checks, drafts or prior withdrawal orders credited by the Seller before the Closing Date to such transferred account that are returned to the Seller unpaid after the Closing Date, and (ii) for a period not to exceed thirty (30) days from the Closing Date, an amount equivalent to the amount of any checks, drafts or withdrawal orders credited by the Seller after the Closing Date to such transferred account that are returned to the Seller unpaid after the Closing Date. Upon receipt thereof, the Seller shall immediately forward any such check, draft or other item to the Purchaser, and subject to the time limitations referenced herein, the Purchaser shall remit to the Seller the amount of any such item(s).

Payment of Items After the Closing Date. (a) Following the Closing Date: (a) The , the Purchaser agrees to pay in accordance with applicable law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to the Purchaser by mail, over the counter or through the check clearing system of the banking industry by depositors related to the Deposit Liabilities, whether drawn on the checks, withdrawal or draft forms provided by the Seller or by the Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors with respect to whom the Purchaser has assumed the Deposit Liabilities. The Purchaser’s obligations hereunder to honor checks, drafts and withdrawal orders on forms provided by the Seller and carrying the Seller’s imprint (including name and transit routing number) shall not apply to any such check, draft or withdrawal order (i) presented to the Purchaser more than sixty (60) days following the Closing Date or (ii) on which a stop payment has been requested by the depositor. (b) If any of such depositors, instead of accepting the obligation of the Purchaser to pay the Deposit Liabilities, shall demand payment for all or any part of any such Deposit Liabilities, the Seller shall not be liable or responsible for making such payment. (c) After the Closing, the The Seller shall have the rights and obligations of a "Collecting bank" or "Intermediary bank" under Article 4 of the Uniform Commercial Code as adopted in Chapter 355 of the Kentucky Revised Statutes with respect to items drawn on the Deposit Liabilities which are received by Seller for processing. Items received for processing against the Deposit Liabilities shall be grouped and delivered to the Purchaser within the time limits provided by the Kentucky Uniform Commercial Code in a special cash letter separately identified as "Transferred Accounts Cash Letter." For purposes of paying the Purchaser's obligations shall make arrangements to the Seller under this Section 2.8, the Purchaser will establish a settlement account with the Seller at the Closing Date in a collected amount equal to One Hundred Thousand Dollars ($100,000), which amount shall be maintained by the Purchaser for a period of sixty (60) days following the Closing Date, against which will be (i) debited the checks, returns, ACH charges or debits and items hereafter referred to in this sentence, and (ii) charged amounts in accordance with this Section 2.8(c) to provide, among other things, provide for the daily settlement with immediately available funds by the Purchaser of checks, ACH charges or debits, drafts, withdrawal orders, debit card trailing activity and returns presented and items which are presented to paid by Seller for the Seller within period between the Closing Date and sixty (60) days after the Closing Date and which are drawn on or chargeable to Deposit Liabilities transferred to the Purchaser. After the expiration of such 60-day period following the Closing Date, the Seller shall dishonor all checks, drafts, withdrawal orders and other instruments and items drawn on the Deposit Liabilities which are presented in any manner to the Seller, unless the Seller and the Purchaser agree to extend such 60-day period and extend the provision for a settlement account as necessary. The Purchaser agrees to arrange for the transportation directly and to pay the expenses of transporting from the Seller to the Purchaser all checks, drafts, orders of withdrawal, cash letters, magnetic tapes and other items related to the Seller's ’s receipt of items relating to the Deposit Liabilities after the Closing Date. Such transportation expenses may be charged against the settlement account of the Purchaser. (d) The Seller will transfer to the Purchaser not later than the Closing Date all of those ACH and FedWire direct deposit arrangements related (by agreement or other standing arrangement) to Deposit Liabilities. As soon as practicable after the receipt of all Governmental Approvals (except for the expiration of statutory waiting periods), the Seller will deliver to the Purchaser a listing in the Seller’s format, as applicable, of all such direct deposit records which the Seller, in the exercise of all reasonable efforts, is able to identify. In connection with the obligations under Section 2.4(b) hereof, the Purchaser and the Seller shall cooperate in good faith (i) to determine the method and timing for remitting to the Purchaser and settling, for up to a sixty (60) day period following the Closing Date, ACH direct deposits and FedWire direct deposits relating to accounts constituting Deposit Liabilities, as well as such other matters relating thereto as may be necessary or advisable for purposes of assuring an orderly transition of ownership of the Deposit Liabilities to the Purchaser hereunder, and (ii) to determine the method and timing for remitting to the Seller and settling, for up to a sixty (60) day period following the Closing Date, ACH direct deposits and FedWire direct deposits relating to deposit accounts of the Seller that are not Deposit Liabilities, but which transactions are nonetheless routed to the Purchaser, as well as such other matters relating thereto as may be necessary or advisable for purposes of assuring the orderly processing of transactions routed to the Purchaser that relate to deposit accounts of the Seller that are not Deposit Liabilities. (e) As soon as practicable after the receipt of all Governmental Approvals (except for the expiration of statutory waiting periods), and after the notice provided in Section 2.10(a) hereof, the Purchaser, at its sole cost and expense, will send appropriate notice to all customers having accounts constituting Deposit Liabilities the terms of which provide for direct debit of such accounts by third parties, a list of which accounts the Seller will provide to the Purchaser prior to such time, instructing such customers concerning transfer of customer direct debit authorizations from the Seller to the Purchaser. The Seller shall terminate cooperate in soliciting the transfer of such authorizations. Such notice shall be in a form agreed to by the Parties acting in good faith, and approved by the Seller, with such approval not to be unreasonably withheld, conditioned or delayed. In connection with the obligations under Section 2.4(b) hereof, the Purchaser and the Seller shall cooperate in good faith, (i) to determine the method and timing for forwarding to the Purchaser and settling, for up to a sixty (60) day period following the Closing Date all ACH arrangements direct debits relating to accounts constituting Deposit Liabilities, as well as such other matters relating thereto as may be necessary or advisable for purposes of assuring an orderly transition of ownership of the Deposit Liabilities on to the Purchaser hereunder, and (ii) to determine the method and timing for forwarding to the Seller and settling, for up to a sixty (60) day period following the Closing Date all direct debits relating to deposit accounts of the Seller that are not Deposit Liabilities, but which transactions are nonetheless routed to the Purchaser, as well as such other matters relating thereto as may be necessary or prior advisable for purposes of assuring the orderly processing of transactions routed to the Purchaser that relate to deposit accounts of the Seller that are not Deposit Liabilities. (f) The Purchaser agrees to pay promptly to the Seller (i) an amount equal to the amount of any checks, drafts and withdrawal orders credited by the Seller before the Closing Date with respect to any of the Deposit Liabilities that are properly returned to the Seller unpaid after the Closing Date, and (ii) for a period not to exceed thirty (30) days from the Closing Date, an amount equal to the amount of any checks, drafts and withdrawal orders credited by the Seller after the Closing Date with respect to any of the Deposit Liabilities that are properly returned to the Seller unpaid after the Closing Date. Upon receipt thereof, the Seller shall immediately forward any such check, draft, withdrawal order or other item to the Purchaser, and subject to the time limitations referenced herein, the Purchaser shall remit to the Seller the amount of each such check, draft, withdrawal order and other item. (g) The Seller agrees to pay promptly to the Purchaser an amount equal to the amount of any uncollectible checks, drafts, or withdrawal orders drawn on a Deposit Liability to the extent such amount is incurred by the Purchaser as a result of any failure by the Seller after the Closing Date to expeditiously return, revoke any prior settlement of, give notice of dishonor or nonpayment of, or otherwise reject any check, draft or withdrawal order drawn on the Seller with regard to the deposit account and presented to the Seller before the Closing Date, that is not properly payable due to insufficient funds in the applicable deposit account, an outstanding stop payment order, or a forged check. Should any of the Branches “due from” accounts be charged any sums with respect to any of the Deposit Liabilities by reason of a forged endorsement or otherwise (hereinafter the “Reclaimed Amount”), then the Purchaser as assignee of such Deposit Liability shall forthwith upon request by the Seller assert a right of setoff against such Deposit Liability for the whole amount of the Reclaimed Amount or such portion thereof that may be on deposit with the Purchaser in such Deposit Liability account from time to time, and shall remit such sums to the Seller forthwith thereafter. (h) On the Closing Date, the Seller shall provide the Purchaser with a written listing and electronic data file of each stop payment order, tax lien, levy, garnishment, pledge, guardianship agreement, or other hold or restriction then in effect with respect to any of the Deposit Liabilities. (i) With respect to any Acquired Overdraft caused by the Seller’s final payment and settlement, on or before the Closing Date, of one or more checks, drafts or other items drawn against such account, other than any Deposit Liability that has been excluded as an Asset or Assumed Liability being acquired or assumed under the terms of this Agreement (the “Overdraft Items”), which negative balance continues to exist at the close of business on the fifth (5) day after the Closing Date after exercise by the Purchaser of any setoff rights of which the Purchaser is aware, the Purchaser shall be entitled to reimbursement in immediately available funds from the Seller for the amount of any such negative balance of which the Purchaser gives the Seller notice within fifteen (15) days after the Closing Date. Thereafter, the Purchaser shall continue as the Seller’s agent, for a period of sixty (60) days after the Closing Date, or such shorter period as the Seller shall request, to assert set off rights and promptly forward the amount set off to the Seller in immediately available funds. The Purchaser shall immediately deliver to the Seller all Overdraft Items in the Purchaser’s possession (if any) for which it demands reimbursement and any payments or amounts received in respect thereof from time to time, and the Seller shall be vested with all rights, title and interest in, to and in connection with such Overdraft Items which the Purchaser otherwise would have had, and the Seller shall be entitled to enforce and collect all rights, remedies, claims, and causes of action against all persons and entities, including, without limitation, the drawer and depositor(s) which the Seller or the Purchaser shall have or would have had in connection with the Overdraft Item.

Payment of Items After the Closing Date. Following the Closing Date:. (a) The Purchaser agrees to pay in accordance with applicable law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to the Purchaser by mail, over the counter or through the check clearing system of the banking industry by depositors related to the Deposit Liabilities, whether drawn on the checks, withdrawal or draft forms provided by the Seller or by the Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors with respect to whom the Purchaser has assumed the Deposit Liabilities. The Purchaser's obligations hereunder to honor checks, drafts and withdrawal orders on forms provided by Seller and carrying Seller's imprint (including name and transit routing number) shall not apply to any such check, draft or withdrawal order presented to the Purchaser more than sixty (60) days following the Closing Date. (b) If any of such depositors, instead of accepting the obligation of the Purchaser to pay the Deposit Liabilities, shall demand payment for all or any part of any such Deposit Liabilities, the Seller shall not be liable or responsible for making such payment. (c) After the Closing, the Seller shall have the rights and obligations of a "“Collecting bank" ” or "“Intermediary bank" ” under Article 4 of the Uniform Commercial Code as adopted in Chapter 355 of the Kentucky Revised Statutes Indiana Code § 26-1-4 et seq., with respect to items drawn on the Deposit Liabilities which are received by Seller for processing. Items received for processing against the Deposit Liabilities shall be grouped and delivered to the Purchaser within the time limits provided by the Kentucky Indiana Uniform Commercial Code in a special cash letter separately identified as "“Transferred Accounts Cash Letter." ” For purposes of paying the Purchaser's ’s obligations to the Seller under this Section 2.83.8, the Purchaser will establish a settlement account with the Seller at the Closing Date in a collected amount equal to One Hundred Thousand Dollars ($100,000), which amount shall be maintained by the Purchaser for a period of sixty (60) days following the Closing Date, against which will be (i) debited the checks, returns, ACH charges or debits and items hereafter referred to in this sentence, and (ii) charged amounts in accordance with this Section 2.8(c3.8(c) to provide, among other things, for the settlement by the Purchaser of checks, ACH charges or debits, returns and items which are presented to the Seller within sixty (60) days after the Closing Date and which are drawn on or chargeable to Deposit Liabilities transferred to the Purchaser. After the expiration of such 60-day period following the Closing Date, the Seller shall dishonor all checks, drafts, withdrawal orders and other instruments and items drawn on the Deposit Liabilities which are presented in any manner to the Seller, unless the Seller and the Purchaser agree to extend such 60-day period and extend the provision for a settlement account as necessary. The Purchaser agrees to arrange for the transportation directly and to pay the expenses of transporting from the Seller to the Purchaser all checks, drafts, orders of withdrawal, cash letters, magnetic tapes and other items related to the Seller's ’s receipt of items relating to the Deposit Liabilities after the Closing Date. Such transportation expenses may be charged against the settlement account of the Purchaser. The Seller shall terminate all ACH arrangements relating to the Deposit Liabilities on or prior to the Closing Date.