Common use of Post-Closing Adjustments Clause in Contracts

Post-Closing Adjustments. (a) Not later than 10 calendar days after the Closing Date (the "Post-Closing Delivery Date"), Seller shall deliver to Purchaser a final closing statement dated as of the Closing Date and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Closing Statement"). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Closing Statement. Within 15 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed from the Closing Date to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demand. (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and Seller.

Post-Closing Adjustments. (a) Not later than 10 calendar days after the Closing Date (the "Post-Closing Delivery Date"), Seller shall deliver to Purchaser a final closing statement dated as of the Closing Date and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Closing Statement"). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Closing Statement. Within 15 10 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed from the Closing Date to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demand. (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser as one party and Seller, as the other party.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 business days after the Closing Date (the "Post-Closing Delivery Date")Effective Time, Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar days On or before the 15th business day following delivery of the Post-Closing Delivery Date Balance Sheet (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree In the event of an unresolved dispute, either party may submit the matter to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the Commercial Arbitration Rules terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the American Arbitration Associationfees and expenses of the Mediator, except that the Mediator may assess the full amount of its fees and expenses against either party if it determines that party negotiated the Post-Closing Balance Sheet in bad faith. In the event The Post-Closing Balance Sheet, as agreed upon by the parties cannot agree on an arbitratorand determined under this Subsection, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly upon the parties. (c) The Federal Funds Rate shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller mean the rate quoted for Federal Funds in any court of record having jurisdiction over the subject matter or over any Money Rates Column of the parties of this Agreement. All costs Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and expenses incurred in connection ending with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and SellerAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 days after the Closing Date Effective Time (the "“Post-Closing Balance Sheet Delivery Date"”), Seller Sellers shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder (the “Post-Closing Balance Sheet”), including, but not limited to, the specific items described in paragraph 2.2(a)(1) through (4) above, as adjusted, together with a copy of Sellers’ calculation of the Closing Date (the "Final Closing Statement")adjusted purchase price and amounts payable thereunder. Seller Sellers shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller Sellers in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar days following the Post-Closing Balance Sheet Delivery Date (the actual date being "“Adjustment Payment Date"”), Seller Sellers and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet and resulting changes in the purchase price, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date Effective Time to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates column of The Wall Street Journal adjusted as such mean may increase or decrease during the Purchaser period between the Effective Time and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and Sellerpaid.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 business days after the Closing Date Effective Time (the "Post-Post- Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). Additionally, Seller shall deliver to Purchaser a list of loans purchased, individually identified by account number, which list shall be appended to the ▇▇▇▇ of Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar business days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall meet at the offices of Seller in Dallas, Texas or such other location as may be mutually agreed, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates Column of the Purchaser Wall Street Journal adjusted as such mean may increase or decrease during the period between the Effective Time and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and SellerAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar thirty (30) days after the Closing Date Effective Time (the "Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP Seller's customary practices and procedures; reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). Additionally, Seller shall deliver to Purchaser a list of the Loans, individually identified by account number, which list shall be appended to the Bill of Sale. Seller ▇▇▇ll afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar fifteen (15) business days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet, and the Final Post-Closing Statement Balance Sheet, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which that are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and Seller.

Post-Closing Adjustments. (a) Not later than 10 calendar business days after the Closing Date Effective Time (the "Post-“Final Closing Balance Sheet Delivery Date"”), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date and Effective Time, prepared in accordance with GAAP generally accepted accounting principles consistently applied, reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as (the “Final Closing Balance Sheet”) together with a copy of Seller’s calculation of the Closing Date adjusted Purchase Price and amounts payable thereunder, as reflected in a final closing statement (the "“Final Closing Statement"”). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Closing Balance Sheet and the Final Closing Statement. Within 15 calendar 10 business days following the Post-Final Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall meet at the office of Purchaser at 10:00 a.m. local time, or at such other time and place as the parties shall mutually agree, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Closing Statement Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date Effective Time to the date paid at the applicable Federal Funds Rate. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and Seller.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 days after the Closing Date Effective Time (the "Post-Closing Balance Sheet Delivery Date"), Seller Huntington shall deliver to Purchaser Purchasers a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"), including, but not limited to, the specific items described in paragraph 2.2(a)(1) through (4) above, as adjusted, together with a copy of Huntington's calculation of the adjusted purchase price and amounts payable thereunder. Seller Additionally, Huntington shall deliver to Purchasers a final list of Loans purchased, individually identified by account number. Huntington shall afford Purchaser Purchasers and its their accountants and attorneys the opportunity to review all work papers and documentation used by Seller Huntington in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller Huntington and Purchaser Purchasers shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet and resulting changes in the purchase price, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date Effective Time to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates column of The Wall Street Journal adjusted as such mean may increase or decrease during the Purchaser period between the Effective Time and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and Sellerpaid.

Post-Closing Adjustments. (a) Not No later than 10 calendar ninety (90) days after following the Closing Date, Purchaser shall cause its accountants to prepare and deliver to Parent an unaudited balance sheet (the “Closing Date Balance Sheet”) and a calculation of the Closing Date (the "Post-Closing Delivery Date")Working Capital, Seller shall deliver to Purchaser a final closing statement dated each as of the Closing Date and Date, which shall be prepared by Purchaser in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as procedures set forth on Schedule 1.8.1 attached hereto. Purchaser shall also make available to Parent copies of the Closing Date (the "Final Closing Statement"). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation other documents and data as was used to calculate the Closing Date Balance Sheet. Parent shall have the right to dispute the Closing Date Balance Sheet (and any items therein) and the Closing Date Working Capital calculation and make any proposed adjustments thereto as provided in Section 1.8.2. (a) If it is determined there is a Working Capital Shortfall, the amount of such Working Capital Shortfall shall be paid by Seller Parent or released from the Escrow Amount, as determined by Purchaser in preparing it sole and absolute discretion, to Purchaser on the Final Closing Statement. Within 15 calendar days following applicable Settlement Date. (b) If it is determined that there is a Working Capital Surplus, the Post-Closing Delivery amount of such Working Capital Surplus shall be paid by Purchaser to Parent on the applicable Settlement Date. (c) In the event a Working Capital Shortfall is not paid to Purchaser on the Settlement Date pursuant to Section 1.8.1(a) (unless due to the actual date being "Adjustment Payment Date"fault of Purchaser), Seller and Parent shall also pay to Purchaser interest on the amount of the Working Capital Shortfall at a rate of fifteen percent (15%) per annum, which shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed accrue from the Closing Date to the Adjustment Payment date of actual payment. In the event a Working Capital Surplus is not paid to Parent on the Settlement Date at pursuant to Section 1.8.1(b) (unless due to the applicable Federal Funds Rate. Adjustments fault of Parent), Purchaser shall be made for all items which would adjust also pay to Parent interest on the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller as Working Capital Surplus at a result rate of a payment by check received prior to the Effective Timefifteen percent (15%) per annum, which item is returned after shall accrue from the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demand. (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and Selleractual payment.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 days after the Closing Date Effective Time (the "Post-Closing Balance Sheet Delivery Date"), Seller Huntington shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"), including, but not limited to, the specific items described in paragraph 2.2(a)(1) through (4) above, as adjusted, together with a copy of Huntington's calculation of the adjusted purchase price and amounts payable thereunder. Seller Additionally, Huntington shall deliver to Purchaser a final list of Loans purchased, individually identified by account number. Huntington shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller Huntington in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller Huntington and Purchaser shall meet at the offices of Huntington in Columbus, Ohio, or such other location as may be mutually agreed, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet and resulting changes in the purchase price, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date Effective Time to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates column of The Wall Street Journal adjusted as such mean may increase or decrease during the Purchaser period between the Effective Time and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and Sellerpaid.

Post-Closing Adjustments. (a) Not later than 10 calendar 20 business days after the Closing Date (the "Post-Closing Delivery Date")Effective Time, Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP customary banking practices reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder (including any adjustments to the same required by this Agreement) (the “Post-Closing Balance Sheet”). In addition, Seller shall deliver to Purchaser within 10 days following the Closing a list of Overdraft Loans purchased, individually identified by account number, and a list of all Deposit Liabilities assumed, individually identified by account number, each list as of the Closing Date (Effective Time, which lists shall also be appended to the "Final Closing Statement")▇▇▇▇ of Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar business days following delivery of the Post-Closing Delivery Date Balance Sheet (the actual date being "“Adjustment Payment Date"”), Seller and Purchaser shall effect the transfer of any funds by wire transfer as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereafter defined). (b) In the event that If a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which that are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at a per annum rate (calculated daily based on a 360 day year) equal to the applicable Federal Funds Rate. The In the event of such a dispute, personnel one level senior to the personnel handling the dispute for both parties agree will attempt to arbitrate any disputes arising under this subsection (b)resolve the dispute using their good faith business judgment. Arbitration shall be by single arbitrator experienced in If such discussions do not resolve a dispute, either party may submit the matters at issue and selected by the Purchaser and the matter to a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the Commercial Arbitration Rules terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the American Arbitration Associationfees and expenses of the Mediator. In the event The Post-Closing Balance Sheet, as agreed upon by the parties cannot agree on an arbitratorand determined under this subsection, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly upon the parties. (c) The Federal Funds Rate shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller mean the rate quoted for Federal Funds in any court of record having jurisdiction over the subject matter or over any Money Rates Column of the parties of this Agreement. All costs Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and expenses incurred in connection ending with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and SellerAdjustment Payment Date.

Post-Closing Adjustments. Seller has completed its reconciliation for charges paid in calendar year 2006 for percentage rents, escalation charges for real estate taxes, insurance, parking charges, marketing fund charges, operating expenses, maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature (a“Additional Rents”) Not later than 10 calendar days after charged to tenants under the Closing Date (the "Post-Closing Delivery Date"), Seller shall deliver to Purchaser a final closing statement dated as of the Closing Date and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Closing Statement")Leases. Seller shall afford Purchaser and its accountants and attorneys the opportunity agrees to review all work papers and documentation used by Seller in preparing the Final Closing Statement. Within 15 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed from the Closing Date to the Adjustment Payment Date at directly reimburse the applicable Federal Funds Rate. Adjustments shall be made tenant (as opposed to credit future rent) for all items which would adjust the amount amounts of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced Additional Rent calculated by Seller as being due to such tenant for the calendar year 2006. With respect to any Additional Rent (including Additional Rent collected by landlord (references to a result landlord of a payment by check received prior Property shall include a reference to 10/120 Ground Lessee in its capacity as a sublandlord) for the Effective Timeperiod from January 1, 2007 through Closing) which item is returned not finally adjusted between the landlord and any tenant under any Lease until after the Closing Date, then Purchaser shall submit to Seller, within thirty (30) days after the asset value represented by Additional Rents have been finally adjusted between landlord and the Branch Loan transferred shall be correspondingly increased tenants, a supplemental statement covering any such Additional Rents or any other items which have been finally adjusted between the landlord and such tenants, containing a calculation of the adjustments of such Additional Rents. In the event Seller or the landlord is obligated to reimburse a tenant for Additional Rent for calendar year 2006 in an amount in cash equal to such increase shall be excess of the amount paid by Seller as described above or with respect to Additional Rent paid during the period from January 1, 2007 through Closing, then Seller shall reimburse Purchaser for such amount within thirty (30) days after receipt of the supplemental statement. If Purchaser or the landlord recovers any Additional Rent from any tenant attributable to calendar year 2006 or the period from January 1, 2007 through Closing, then Purchaser shall pay such amount to Seller promptly upon demand. within thirty (b30) In the event that a dispute arises as days of collecting such payments. With respect to the appropriate amounts to be paid to either party on the Adjustment Payment Dateeach item of Additional Rent, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due make available to the other party shall be paid during regular business hours the records relating to such other items for inspection or audit by such party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and Sellerits representatives.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 days after the Closing Date Effective Time (the "Post-Closing Balance Sheet Delivery Date"), Seller Advantage shall deliver to Purchaser Peoples a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder in the form attached hereto as of the Closing Date Exhibit 3.2(b)(13) (the "Final Post-Closing StatementBalance Sheet"), including, but not limited to, the specific items described in paragraphs 2.2(a)(1) through (4) above, as adjusted, together with a copy of Advantage's calculation of the adjusted purchase price and amounts payable thereunder. Seller Notwithstanding the foregoing, the portion of the purchase price attributable to the Real Property shall be adjusted only in the manner and to the extent described in Paragraphs 2.9(b), 2.10(b) and 7.10 (a) of this Agreement. Additionally, Advantage shall deliver to Peoples a final list of the Transferred Loans purchased, individually identified by account number. Advantage shall afford Purchaser Peoples and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller Advantage in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller Advantage and Purchaser Peoples shall meet at the offices of Advantage, in Cambridge, Ohio, or such other location as may be mutually agreed, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet and resulting changes in the purchase price, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists, and the disputed amounts shall be submitted to ▇▇▇▇▇ ▇▇▇▇▇▇ and Company LLC or any other mutually acceptable independent certified public accountant (the "Neutral Auditor") within ten (10) days after the Adjustment Payment Date. Each party hereto agrees to execute, if requested by the Neutral Auditor, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor shall be borne pro rata by Advantage and Peoples in proportion to the allocation of the dollar amount of the disputed amounts between Advantage and Peoples made by the Neutral Auditor such that the party with whom the Neutral Auditor, in the aggregate, agrees more closely pays a lesser proportion of the fees and expenses. The Neutral Auditor shall act as an arbitrator to determine, based solely on the provisions of this Section 3.3 and the presentations by Advantage and Peoples, and not by independent review, only the resolution of the disputed amounts. The Neutral Auditor's resolution of such disputed amounts, which for each of the disputed amounts shall be within the range of values of the amount claimed by either party as to any of the disputed amounts, shall be made within thirty (30) days of the submission of the disputed amounts thereto, shall be set forth in a written statement delivered to Advantage and Peoples and shall be deemed to be mutually agreed upon by Advantage and Peoples for all purposes of this Agreement. Any disputed amounts retained by a party which are later found to be due to the other party by the Neutral Auditor shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date Effective Time to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates column of The Wall Street Journal adjusted as such mean may increase or decrease during the Purchaser period between the Effective Time and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and Sellerpaid.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 business days after the Closing Date (the "Post-Closing Delivery Date")Effective Time, Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar business days following delivery of the Post-Closing Delivery Date Balance Sheet (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree In the event of an unresolved dispute, either party may submit the matter to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the Commercial Arbitration Rules terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the American Arbitration Associationfees and expenses of the Mediator, except that the Mediator may assess the full amount of its fees and expenses against either party if it determines that party negotiated the Post-Closing Balance Sheet in bad faith. In the event The Post-Closing Balance Sheet, as agreed upon by the parties cannot agree on an arbitratorand determined under this Subsection, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly upon the parties. (c) The Federal Funds Rate shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller mean the rate quoted for Federal Funds in any court of record having jurisdiction over the subject matter or over any Money Rates Column of the parties of this Agreement. All costs Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and expenses incurred in connection ending with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and SellerAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar fifteen (15) business days after the Closing Date Effective Time (the "Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP Seller's customary practices and procedures reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). Additionally, Seller shall deliver to Purchaser a list of the Loans, individually identified by account number, which list shall be appended to the ▇▇▇▇ of Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar fifteen (15) business days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall meet at the offices of Seller in Troy, North Carolina to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet, and the Final Post-Closing Statement Balance Sheet, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which that are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates Column of the Purchaser Wall Street Journal adjusted as such mean may increase or decrease during the period between the Effective Time and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and SellerAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar 20 business days after the Closing Date Effective Time (the "Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as (the "Post-Closing Balance Sheet") together with a copy of Seller's calculation of the Closing Date adjusted Purchase Price and amounts payable thereunder, as reflected in a final closing statement (the "Final Closing Statement"). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Post-Closing Balance Sheet and the Final Closing Statement. Within 15 calendar 10 business days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall meet at the executive offices of BNH in Manchester, New Hampshire at 10:00 a.m., local time, or at such other time and place as the parties shall mutually agree, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Post-Closing Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement Statement, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Post-Closing Balance Sheet Delivery Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Post-Closing Balance Sheet Delivery Date, each party shall pay to the other on such Adjustment Payment Post-Closing Balance Sheet Delivery Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date Effective Time to the date paid at the applicable Federal Funds Rate. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and Seller.

Post-Closing Adjustments. (a) Not later than 10 calendar days Within fifteen (15) Business Days after the each Closing Date (the "Post-Closing Delivery or Subsequent Loan Purchase Date"), Seller shall deliver to Purchaser Buyer a final settlement statement with respect to such Closing or Subsequent Loans purchase in substantially the form set forth on Schedule 3.4 (the “Final Settlement Statement”), that shall include appropriate post-closing statement dated adjustments based upon actual Loans sold and transferred to Buyer as of such Closing or Subsequent Loan Purchase Date. Buyer shall notify Seller of any disputes with respect to the Closing Date and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as Final Settlement Statement within fifteen (15) Business Days of the Closing Date Buyer’s receipt thereof (the "Final Closing Statement"“Objection Deadline”). Seller The Buyer shall afford Purchaser the Seller and its accountants and attorneys the reasonable access and opportunity to review all work papers the relevant supporting documentation and documentation Records used by Seller the Buyer in preparing disputing the Final Closing Settlement Statement. Within 15 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed from the Closing Date to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demand. (b) In The parties shall make an appropriate post-closing adjustment payment to reflect the event that a dispute arises as difference, if any, between the amount of Loans calculated pursuant to the appropriate amounts Final Settlement Statement and the amount of Loans calculated and paid pursuant to be paid to either party the past Preliminary Settlement Statement(s) (the “Adjustment Payment”). Interest on the amount of the Adjustment Payment Date, each party shall pay for the period from the time of the applicable Closing or the Subsequent Loan Purchase Date to the other on such date of the payment of the Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to shall be due to the other party receiving the Adjustment Payment. Interest shall be paid calculated at a rate equal to the average of the high and low bids for Federal Funds as reported in The Wall Street Journal, on the applicable Closing or the Subsequent Loan Purchase Date or, if none, on the latest date immediately prior to the applicable Closing or the Subsequent Loan Purchase Date on which such other party promptly upon resolution with interest thereon from bids were reported in The Wall Street Journal. (c) If the Buyer objects to the Final Settlement Statement by the Objection Deadline, Buyer and Seller shall work in good faith to resolve any objections but, if the Buyer and Seller are unable to agree on the amount of the Adjustment Payment Date to within thirty (30) days after Buyer timely submits its objection notice, either the date paid at the applicable Federal Funds Rate. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and Buyer or the Seller and may submit the matter to an Arbitrator, which shall determine all disputed portions of the Final Settlement Statement in accordance with the Commercial Arbitration Rules terms and conditions of this Agreement within thirty (30) days after the submission of such matter for Mediation. The Buyer and the Seller shall each pay half of the American Arbitration Associationfees and expenses of the Arbitrator, except that the Arbitrator may assess the full amount of its fees and expenses against the relevant party if it determines that such party presented or objected to the Final Settlement Statement in bad faith. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator The Final Settlement Statement and the two arbitrators shall select a third. The arbitration shall be held in such place in ColumbiaAdjustment Payment, South Carolina as may be specified agreed upon by the arbitrator(s)Buyer and the Seller or determined by the Arbitrator under this subsection, and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, upon the parties. (d) The Adjustment Payment and any judgment interest thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced paid by either Purchaser or Seller in any court wire transfer of record having jurisdiction over immediately available funds to the subject matter or over any account of the parties party receiving the payment within five (5) Business Days of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne the Objection Deadline (if no objection is timely made by the party against which the decision is renderedBuyer), or, if no decision is renderedin the event that Buyer timely objects to the Final Settlement Statement, or if within five (5) Business Days of the decision is a compromise, equally by Purchaser date that the Final Settlement Statement and Sellerthe amount of the Adjustment Payment become final and binding upon the parties in accordance with subsection (c) of this Section 3.4.

Post-Closing Adjustments. (a) Not later than 10 calendar 15 business days after the Closing Effective Date (the "Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Effective Date and prepared in accordance with GAAP reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). Additionally, Seller shall deliver to Purchaser a list of loans purchased, individually identified by account number, which list shall be appended to the Bill of Sale. Seller shall afford Purchaser and its accountants and attorneys ▇▇▇▇rneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar business days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser or Purchaser, as the case may be, shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Effective Date to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the weighted mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates Column of The Wall Street Journal adjusted as such mean may increase or decrease during the Purchaser period between the Effective Date and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and SellerAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar 15 business days after the Closing Date (the "Post-Closing Delivery Date")Effective Time, Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP customary banking practices reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder (including any adjustments to the same required by this Agreement) (the “Post-Closing Balance Sheet”). Additionally, Seller shall deliver to Purchaser the day immediately following the Closing a list of Loans purchased, individually identified by account number, and a list of all Deposit Liabilities assumed, individually identified by account number, each list as of the Effective Time, which lists shall be appended to the ▇▇▇▇ of Sale. Thereafter, Seller shall deliver to Purchaser within five (5) days following the Closing Date (a list of Loans purchased, individually identified by account number, and a list of all Deposit Liabilities assumed, individually identified by account number, each list as of the "Final Closing Statement")Effective Time, which lists shall also be appended to the ▇▇▇▇ of Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar business days following delivery of the Post-Closing Delivery Date Balance Sheet (the actual date being "“Adjustment Payment Date"”), Seller and Purchaser shall effect the transfer of any funds by wire transfer as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which that are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at a per annum rate (calculated daily based on a 360 day year) the applicable Federal Funds Rate. The In the event of such a dispute, personnel one level senior to the personnel handling the dispute for both parties agree will attempt to arbitrate any disputes arising under this subsection (b)resolve the dispute using their good faith business judgment. Arbitration shall be by single arbitrator experienced in In the matters at issue and selected by event that such discussions do not resolve a dispute, either party may submit the Purchaser and the matter to a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the Commercial Arbitration Rules terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the American Arbitration Associationfees and expenses of the Mediator. In the event The Post-Closing Balance Sheet, as agreed upon by the parties cannot agree on an arbitratorand determined under this subsection, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly upon the parties. (c) The Federal Funds Rate shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller mean the rate quoted for Federal Funds in any court of record having jurisdiction over the subject matter or over any Money Rates Column of the parties of this Agreement. All costs Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and expenses incurred in connection ending with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and SellerAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar 15 business days after the Closing Effective Date (the "Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Effective Date and prepared in accordance with GAAP reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). Additionally, Seller shall deliver to Purchaser a list of loans purchased, individually identified by account number, which list shall be appended to the ▇▇▇▇ of Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar business days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser or Purchaser, as the case may be, shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Effective Date to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the weighted mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates Column of The Wall Street Journal adjusted as such mean may increase or decrease during the Purchaser period between the Effective Date and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and SellerAdjustment Payment Date.

Post-Closing Adjustments. (ai) Not later than 10 calendar Within 60 to 90 days after the Closing Date (Date, the "Post-Closing Delivery Date"), Seller Purchaser shall cause its accountants to prepare and deliver to Purchaser the Sellers a final closing statement dated as balance sheet and calculation of the Closing Date Working Capital of the Acquired Assets and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder Assumed Liabilities as of the Closing Date (the "Final “Closing Statement"Date Balance Sheet”), which shall be prepared by the Purchaser in accordance with GAAP and the procedures set forth on Schedule 1.6(a) hereto. Seller The Purchaser shall afford Purchaser and its accountants and attorneys also make available to the opportunity to review Sellers copies of all work papers and documentation other documents and data as was used to calculate the Closing Date Balance Sheet. The Sellers shall have the right to dispute the Closing Date Balance Sheet (and any items therein) and the Closing Date Working Capital calculation and make any proposed adjustments thereto as provided in Section 1.6(c) hereto. (A) If it is determined there is a Working Capital Shortfall in excess of the estimated Working Capital Shortfall, the excess Working Capital Shortfall shall be paid by Seller in preparing the Final Closing Statement. Within 15 calendar days following Sellers to the Post-Closing Delivery Purchaser on the Settlement Date; (B) If it is determined there is a Working Capital Shortfall less than the estimated Working Capital Shortfall, the difference shall be paid by the Purchaser to the Sellers on the Settlement Date; (C) In the event a Working Capital Shortfall is not paid to the Purchaser on the Settlement Date (unless due to the actual date being "Adjustment Payment Date"fault of the Purchaser), Seller and the Sellers shall also pay to the Purchaser interest on the amount of the Working Capital Shortfall at a rate of fifteen percent (15%) per annum, which shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed accrue from the Closing Date to the Adjustment Payment date of actual payment. If the Purchaser owes the Sellers a refund pursuant to Section 1.6(b)(ii) after the Settlement Date (unless due to the fault of a Seller), the Purchaser shall also pay to the Sellers interest on such amount at a rate of fifteen percent (15%) per annum, which shall accrue from the applicable Federal Funds Rate. Adjustments Closing Date to the date of actual payment. (ii) As soon as practicable after December 31, 2004, the Purchaser shall cause its accountants to prepare and deliver to the Sellers balance sheets and a calculation of the month-end working capital for the Purchaser for each of the post-Closing months in 2004, which shall be made for all items which would adjust prepared by the amount of Purchaser in accordance with GAAP and the procedures set forth on Schedule 1.6(a) hereto and shall only include the assets transferred and liabilities assumed, including but not limited to, notdescribed on Schedule 1.6(b) hereto. The Purchaser shall average such amounts with the pre-sufficientClosing month-funds checks, mis-postings end working capital for the Business set forth in Schedule 1.6(b) and accounting errorsdetermine the twelve month average for 2004 (the “Average 2004 Working Capital”). Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller as a result of a payment by check received prior The Purchaser shall also make available to the Effective Time, which item Sellers copies of all work papers and other documents and data as was used to calculate the Average 2004 Working Capital. The Sellers shall have the right to dispute the Average 2004 Working Capital calculation and make any proposed adjustments thereto as provided in Section 1.6(c) hereto. (A) If it is returned after determined that the Closing DateAverage 2004 Working Capital is in excess of $4.3 million, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase excess shall be paid by the Sellers to the Purchaser on the Average 2004 Working Capital Settlement Date; provided that the aggregate amount paid under this Section 1.6(b)(ii)(A) shall not exceed $1.4 million; (B) If it is determined that the Average 2004 Working Capital less than $4.3 million, the difference shall be paid by the Purchaser to Seller promptly upon demand.the Sellers on the Average 2004 Working Capital Settlement Date; provided that the aggregate amount paid under this Section 1.6(b)(ii)(B) shall not exceed $500,000; (bC) In the event that any amount that is due a dispute arises as to the appropriate amounts to be party is not paid to either such party on the Adjustment Payment DateAverage 2004 Working Capital Settlement Date (unless due to the fault of such party), each the paying party shall also pay to the other party interest on such Adjustment Payment Date all amounts other than those as to the amount at a rate of fifteen percent (15%) per annum, which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon accrue from the Adjustment Payment Average 2004 Working Capital Settlement Date to the date paid at the applicable Federal Funds Rate. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and Selleractual payment.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 business days after the Closing Date (the "Post-Closing Delivery Date")Effective Time, Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of (including any adjustments to the Closing Date same required by Sections 1.4(b)(5) and (6)) (the "Final “Post-Closing Statement"Balance Sheet”). Additionally, Seller shall deliver to Purchaser within such 30-business day period a list of Loans purchased, individually identified by account number, which list shall be appended to the ▇▇▇▇ of Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar business days following delivery of the Post-Closing Delivery Date Balance Sheet (the actual date being "“Adjustment Payment Date"”), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree In the event of such a dispute, either party may submit the matter to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the Commercial Arbitration Rules terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the American Arbitration Associationfees and expenses of the Mediator, except that the Mediator may assess the full amount of its fees and expenses against either party if it determines that party negotiated the Post-Closing Balance Sheet in bad faith. In the event The Post-Closing Balance Sheet, as agreed upon by the parties cannot agree on an arbitratorand determined under this subsection, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly upon the parties. (c) The Federal Funds Rate shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller mean the rate quoted for Federal Funds in any court of record having jurisdiction over the subject matter or over any Money Rates Column of the parties of this Agreement. All costs Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and expenses incurred in connection ending with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and SellerAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 ten (10) calendar days after the Closing Date Effective Time (the "Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet. Within 15 ten (10) calendar days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall meet at the offices of Seller in Colquitt, Georgia, to effect the transfer of any funds as may be necessary to reflect agreed upon changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. The parties agree to use their best efforts to mutually agree as to how to resolve any disputed amount. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates Column of the Purchaser Wall Street Journal adjusted as such mean may increase or decrease during the period between the Effective Time and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and SellerAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar business days after the Closing Date Effective Time (the "Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities Deposit Liabilities transferred and assumed hereunder as (the "Post-Closing Balance Sheet") together with a copy of Seller's calculation of the Closing Date adjusted Purchase Price and amounts payable pursuant to Section 2.2(b), as reflected in a final closing statement (the "Final Closing Statement"), which in Seller’s discretion may be combined into a single document, and updated Schedules as of the Effective Time of the Deposit Liabilities and Loans in a format mutually agreed upon by the parties. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Post-Closing Balance Sheet and the Final Closing Statement. Within 15 calendar 5 business days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser or Purchaser, as the case may be, shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Post-Closing Balance Sheet and resulting changes in the Purchase Price as reflected in the Final Closing Statement Statement, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Post-­Closing Balance Sheet Delivery-Date at the applicable Agreed Upon Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Post-Closing Balance Sheet Delivery Date, each party shall pay to the other on such Adjustment Payment Post-Closing Balance Sheet Delivery Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date Effective Time to the date paid at the applicable Agreed Upon Federal Funds Rate. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and Seller."

Post-Closing Adjustments. (a) Not later than 10 calendar 30 business days after the Closing Date (the "Post-Closing Delivery Date")Effective Time, Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final “Post-Closing Statement"Balance Sheet”). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar business days following delivery of the Post-Closing Delivery Date Balance Sheet (the actual date being "“Adjustment Payment Date"”), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree In the event of an unresolved dispute, either party may submit the matter to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the Commercial Arbitration Rules terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the American Arbitration Associationfees and expenses of the Mediator, except that the Mediator may assess the full amount of its fees and expenses against either party if it determines that party negotiated the Post-Closing Balance Sheet in bad faith. In the event The Post-Closing Balance Sheet, as agreed upon by the parties cannot agree on an arbitratorand determined under this Subsection, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly upon the parties. (c) The Federal Funds Rate shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller mean the rate quoted for Federal Funds in any court of record having jurisdiction over the subject matter or over any Money Rates Column of the parties of this Agreement. All costs Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and expenses incurred in connection ending with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and SellerAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 business days after the Closing Date (the "Post-Closing Delivery Date")Effective Time, Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar days On or before the 15th business day following delivery of the Post-Closing Delivery Date Balance Sheet (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree In the event of an unresolved dispute, either party may submit the matter to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator terms and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties conditions of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and Seller.Agreement within 30 calendar

Post-Closing Adjustments. (a) Not later than 10 calendar business days after the Closing Date Effective Time (the "Post-Final Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date and Effective Time, prepared in accordance with GAAP generally accepted accounting principles consistently applied, reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as (the "Final Closing Balance Sheet") together with a copy of Seller's calculation of the Closing Date adjusted Purchase Price and amounts payable thereunder, as reflected in a final closing statement (the "Final Closing Statement"). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Closing Balance Sheet and the Final Closing Statement. Within 15 calendar 10 business days following the Post-Final Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall meet at the office of Purchaser at 10:00 a.m. local time, or at such other time and place as the parties shall mutually agree, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Closing Statement Balance Sheet and resulting changes in the Purchase Price, as reflected in the Final Closing Statement, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date Effective Time to the date paid at the applicable Federal Funds Rate. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and Seller.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 days after the Closing Date Effective Time (the "Post-Closing Statement Delivery Date"), Seller shall deliver to Purchaser Buyer a final closing statement dated as of the Closing Date and prepared in accordance with GAAP Effective Time reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing Statement"), including, but not limited to, the specific items described in paragraphs 2.2(a)(2) through (4) above, as adjusted, together with a copy of Seller's calculation of the adjusted Purchase Price and amounts payable thereunder. Notwithstanding the foregoing, the portion of the Purchase Price attributable to the Real Property and the Personal Property shall be adjusted only in the manner and to the extent described in paragraph 2.2(e) of this Agreement. Additionally, Seller shall deliver to Buyer a final list of the Transferred Loans purchased, individually identified by account number. Seller shall afford Purchaser Buyer and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing Statement. Within 15 calendar days following the Post-Closing Statement Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser Buyer shall meet at the offices of Seller, in Warren, Ohio, or such other location as may be mutually agreed, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement and the Final Post-Closing Statement and resulting changes in the Purchase Price, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party party, which are later later, found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date Effective Time to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates column of The Wall Street Journal adjusted as such mean may increase or decrease during the Purchaser period between the Effective Time and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and Sellerpaid.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 days after the Closing Date Effective Time (the "Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"), including, but not limited to, the specific items described in paragraph 2.2(a)(1) through (5) above, as adjusted, together with a copy of Seller's calculation of the adjusted purchase price and amounts payable thereunder. Additionally, Seller shall deliver to Purchaser a final list of Loans purchased, individually identified by account number. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet and resulting changes in the purchase price, together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demanddefined below). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which that are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date Effective Time to the date paid at the applicable Federal Funds Rate. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and Seller.

Post-Closing Adjustments. Seller has completed its reconciliation for charges paid in calendar year 2005 for percentage rents, escalation charges for real estate taxes, insurance, parking charges, marketing fund charges, operating expenses, maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature (a“Additional Rents”) Not later than 10 calendar days after charged to Tenants under the Closing Date (the "Post-Closing Delivery Date"), Seller shall deliver to Purchaser a final closing statement dated as of the Closing Date and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Closing Statement")Leases. Seller shall afford Purchaser and its accountants and attorneys the opportunity agrees to review all work papers and documentation used by Seller in preparing the Final Closing Statement. Within 15 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed from the Closing Date to the Adjustment Payment Date at directly reimburse the applicable Federal Funds Rate. Adjustments shall be made tenant (as opposed to credit future rent) for all items which would adjust the amount amounts of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced Additional Rent calculated by Seller as a result of a payment being due to such tenant for the calendar year 2005. With respect to any Additional Rent (including Additional Rent collected by check received prior to Landlord for the Effective Timeperiod from January 1, 2006 through Closing) which item is returned not finally adjusted between the landlord and any tenant under any Lease until after the Closing Date, then Purchaser shall submit to Seller, within thirty (30) days after the asset value represented by Additional Rents have been finally adjusted between landlord and the Branch Loan transferred shall be correspondingly increased tenants, a supplemental statement covering any such Additional Rents or any other items which have been finally adjusted between the landlord and such tenants, containing a calculation of the adjustments of such Additional Rents. In the event Seller or the landlord is obligated to reimburse a tenant for Additional Rent for calendar year 2005 in an amount in cash equal to such increase shall be excess of the amount paid by Seller as described above or with respect to Additional Rent paid during the period from January 1, 2006 through Closing, then Seller shall reimburse Purchaser for such amount within thirty (30) days after receipt of the supplemental statement. If Purchaser or the landlord recovers any Additional Rent from any tenant attributable to calendar year 2005 or the period from January 1, 2006 through Closing, then Purchaser shall pay such amount to Seller promptly upon demand. within thirty (b30) In the event that a dispute arises as days of collecting such payments. With respect to the appropriate amounts to be paid to either party on the Adjustment Payment Dateeach item of Additional Rent, each party will shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due make available to the other party shall be paid during regular business hours the records relating to such other items for inspection or audit by such party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and Sellerits representatives.

Post-Closing Adjustments. (a) Not later than 10 calendar 45 business days after the Closing Date (the "Post-Closing Delivery Date")Effective Time, Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of (including any adjustments to the Closing Date same required by this Agreement) (the "Final “Post-Closing Statement"Balance Sheet”). Additionally, Seller shall deliver to Purchaser within such 45-day period a list of Loans purchased, individually identified by account number, which list shall be appended to the ▇▇▇▇ of Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar business days following delivery of the Post-Closing Delivery Date Balance Sheet (the actual date being "“Adjustment Payment Date"”), Seller and Purchaser shall effect the transfer of any funds by wire transfer as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which that are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at a per annum rate (calculated daily based on a 360 day year) the applicable Federal Funds Rate. The In the event of such a dispute, personnel one level senior to the personnel handling the dispute for both parties agree will attempt to arbitrate any disputes arising under this subsection (b)resolve the dispute using their good faith business judgment. Arbitration shall be by single arbitrator experienced in In the matters at issue and selected by event that such discussions do not resolve a dispute, either party may submit the Purchaser and the matter to a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the Commercial Arbitration Rules terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the American Arbitration Associationfees and expenses of the Mediator. In the event The Post-Closing Balance Sheet, as agreed upon by the parties cannot agree on an arbitratorand determined under this subsection, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly upon the parties. (c) The Federal Funds Rate shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller mean the rate quoted for Federal Funds in any court of record having jurisdiction over the subject matter or over any Money Rates Column of the parties of this Agreement. All costs Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and expenses incurred in connection ending with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and SellerAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar days after the Closing Date (the "Post-Closing Delivery Date"), Seller shall deliver to Purchaser a final closing statement dated as of the Closing Date and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Closing Statement"). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Closing Statement. Statement and cooperate with Purchaser to provide it information reasonably necessary to document this transfer as the transfer of a business under Rule 3.05 of Regulation S-X. Within 15 10 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed from the Closing Date to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demand. (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in ColumbiaLaurens, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser as one party and Seller, as the other party.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 business days after the Closing Date Effective Time (the "Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). Additionally, Seller shall deliver to Purchaser a list of loans purchased, individually identified by account number, which list shall be appended to the ▇▇▇▇ of Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet and to be satisfied with the Post-Closing Balance Sheet. Within 15 calendar business days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall meet at the offices of Seller in Raleigh, North Carolina, or such other location as may be mutually agreed, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date Effective Time to the date paid at the applicable Federal Funds Rate. The In the event representatives of each party are unable to resolve a dispute as to amounts to be paid hereunder, the parties agree will refer the disputed amounts to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in their respective public accountants to determine the matters at issue and selected by the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Associationcorrect amounts due. In the event the parties cannot agree public accountants are unable to resolve the dispute, all information bearing on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration issue shall be held in such place in Columbia, South Carolina as may be specified referred to an independent third-party accountant agreed on by the arbitrator(s)parties' public accountants, and whose determination of the amounts due shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and Sellerfinal.

Post-Closing Adjustments. (a) Not later than 10 calendar days after the Closing Date (the "Post-Closing Delivery Date"), Seller shall deliver to Purchaser a final closing statement dated as of the Closing Date and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Closing Statement"). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Closing Statement. Within 15 10 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed from the Closing Date to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demand.an (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in ColumbiaGreenville, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser as one party and Seller, as the other party.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 business days after the Closing Date (the "Post-Closing Delivery Date")Effective Time, Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of (including any adjustments to the Closing Date same required by Sections 1.4(b)(5) and (6)) (the "Final “Post-Closing Statement"Balance Sheet”). Additionally, Seller shall deliver to Purchaser within such 30-day period a list of Loans purchased, individually identified by account number, which list shall be appended to the ▇▇▇▇ of Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar business days following delivery of the Post-Closing Delivery Date Balance Sheet (the actual date being "“Adjustment Payment Date"”), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree In the event of such a dispute, either party may submit the matter to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the a firm of certified public accountants mutually agreeable to Seller and Purchaser (the “Mediator”), which shall determine such dispute in accordance with the Commercial Arbitration Rules terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the American Arbitration Associationfees and expenses of the Mediator, except that the Mediator may assess the full amount of its fees and expenses against either party if it determines that party negotiated the Post-Closing Balance Sheet in bad faith. In the event The Post-Closing Balance Sheet, as agreed upon by the parties cannot agree on an arbitratorand determined under this subsection, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly upon the parties. (c) The Federal Funds Rate shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller mean the rate quoted for Federal Funds in any court of record having jurisdiction over the subject matter or over any Money Rates Column of the parties of this Agreement. All costs Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and expenses incurred in connection ending with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and SellerAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar 30 business days after the Closing Date (the "Post-Closing Delivery Date")Effective Time, Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date and prepared in accordance with GAAP Effective Time reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). Additionally, Seller shall deliver to Purchaser within such 30-day period a list of Loans purchased, individually identified by account number, which list shall be appended to the ▇▇▇▇ of Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar 5 business days following delivery of the Post-Closing Delivery Date Balance Sheet (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which that are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree In the event of such a dispute, either party may submit the matter to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the a firm of certified public accountants mutually agreeable to Seller and Purchaser (the "Mediator"), which shall determine such dispute in accordance with the Commercial Arbitration Rules terms and conditions of this Agreement within 30 calendar days after the submission. The parties shall each pay one-half of the American Arbitration Associationfees and expenses of the Mediator, except that the Mediator may assess the full amount of its fees and expenses against either party if it determines that party negotiated the Post-Closing Balance Sheet in bad faith. In the event The Post-Closing Balance Sheet, as agreed upon by the parties cannot agree on an arbitratorand determined under this subsection, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly upon the parties. (c) The Federal Funds Rate shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller mean the rate quoted for Federal Funds in any court of record having jurisdiction over the subject matter or over any Money Rates Column of the parties of this Agreement. All costs Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and expenses incurred in connection ending with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and SellerAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar 15 business days after the Closing Date Effective Time (the "Post-Post- Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a final closing statement balance sheet dated as of the Closing Date Effective Time and prepared in accordance with GAAP generally accepted accounting principles consistently applied reflecting the Assets assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Post-Closing StatementBalance Sheet"). Additionally, Seller shall deliver to Purchaser a list of loans purchased, individually identified by account number, which list shall be appended to the ▇▇▇▇ of Sale. Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Post-Closing StatementBalance Sheet. Within 15 calendar business days following the Post-Closing Balance Sheet Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall meet at the offices of Seller in Atlanta, Georgia to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Pre-Closing Statement Balance Sheet and the Final Post-Closing Statement Balance Sheet together with interest thereon computed from the Closing Date Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller Rate (as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demandhereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. . (c) The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration Federal Funds Rate shall be by single arbitrator experienced the mean of the high and low rates quoted for Federal Funds in the matters at issue and selected by Money Rates Column of the Purchaser Wall Street Journal adjusted as such mean may increase or decrease during the period between the Effective Time and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and SellerAdjustment Payment Date.

Post-Closing Adjustments. (a) Not later than 10 calendar days after the Closing Date (the "Post-Closing Delivery Date"), Seller shall deliver to Purchaser a final closing statement dated as of the Closing Date and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Closing Statement"). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Closing Statement. Within 15 10 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed from the Closing Date to the Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demand. (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the matters at issue and selected by the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such place in Columbia, South Carolina as may be specified by the arbitrator(s), and shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of record having jurisdiction over the subject matter or over any of the parties of this Agreement. All costs and expenses incurred in connection with any such arbitration proceeding shall be borne by the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a compromise, equally by Purchaser and Seller.