Common use of Proration; Other Closing Date Adjustments Clause in Contracts

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller shall operate the Branch Banking Operations, hold the Transferred Assets and retain the Transferred Liabilities for its own account until the Effective Time, and the Branch Banking Operations shall be operated, the Transferred Assets shall be held and the Transferred Liabilities shall be assumed for Purchaser’s account as of and after the Effective Time. Thus, except as otherwise expressly provided in this Agreement, items of income and expense of the Branch Banking Operations shall be prorated as of the Effective Time, and settled between Seller and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereof, items of proration and other adjustments shall include: (1) accrued but unpaid interest, fees and charges relating to the Transferred Assets and Transferred Liabilities (2) rental payments under the Branch Leases; (3) personal and real property Taxes and assessments arising from Real Property or the Leased Branch or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective Time); (4) FDIC deposit insurance assessments; (5) prepaid expenses and items and accrued but unpaid liabilities a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities); and (6) safe deposit rental payments previously received by Seller.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller shall operate the Branch Banking Operations, hold the Transferred Assets and retain the Transferred Liabilities for its own account until the Effective Time, and the Branch Banking Operations shall be operated, the Transferred Assets shall be held and the Transferred Liabilities shall be assumed for Purchaser’s 's account as of and after the Effective Time. Thus, except as otherwise expressly provided in this Agreement, items of income and expense of the Branch Banking Operations expense, as defined herein, shall be prorated as of the Effective Time, and settled between Seller and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereof, items of proration and other adjustments shall include: : (1) accrued but unpaid interest, fees and charges relating to the Transferred Assets and Transferred Liabilities (2) rental payments under the Branch Real Property Leases and the Tenant Leases; (32) personal and real property Taxes and assessments arising from Real Property or the Leased Branch Premises or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective Time); (43) FDIC deposit insurance assessments; (5) prepaid expenses and items and accrued but unpaid liabilities a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities); and (6) safe deposit rental payments previously received by Seller.;

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller shall will operate the Branch Banking Operations, hold Branches and maintain the Transferred Assets and retain the Transferred Deposit Account Liabilities for its own account and own the Purchased Assets (and all rights associated therewith) until the Effective Timeclose of business on the Closing Date, and that Purchaser shall operate the Branch Banking Operations shall be operatedBranches, own the Transferred Purchased Assets shall be held and assume the Transferred Deposit Account Liabilities shall be assumed and other Assumed Liabilities (and all rights associated therewith) for Purchaser’s its own account as of from and after the Effective Timeclose of business on the Closing Date. Thus, except as otherwise expressly specifically provided in this Agreement, items of income and expense directly attributable to the operation of the Branch Banking Operations Branches (which shall not include any general overhead expenses of Seller) shall be prorated as of the Effective Timeclose of business on the Closing Date, and shall be settled between Seller and Purchaser on and as of the Closing DateDate or as of the date set forth under Section 4.5(a), whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price and not as adjustments to the Estimated Payment Amount, unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include, without limitation: (1i) accrued but unpaid interesttelephone, fees electric, gas, water, and charges relating other utility services (to the Transferred Assets extent it is not possible to transfer such services into the name of Purchaser as of the Closing Date), (ii) real estate and Transferred Liabilities school taxes, and special assessments, if any (2) rental payments under other than such real estate transfer and school taxes and special assessments that arise as a result of the Branch Leases; (3) personal and real property Taxes and assessments arising from Real Property transactions contemplated by this Agreement which shall be paid by Purchaser or the Leased Branch or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective TimeSeller in accordance with Section 4.7 hereof); (4iii) assessments, including without limitation, insurance premiums paid or payable to the FDIC deposit attributable to insurance assessmentscoverage for the Deposit Account Liabilities for the period from and after the Closing Date; (5iv) payments due on the Leased Property and Service Contracts, (v) fees for customary annual or periodic licenses or permits; (vi) prepaid expenses real and items and accrued but unpaid liabilities a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities)personal property taxes; and (6vii) safe deposit rental other prepaid items of income and expense, accrued or prepaid, including without limitation, wages, salaries, agreed upon bonuses, employee insurance premiums, or other payments previously received to employees, taxes and other withheld amounts from employees, in each case as of the close of business on the Closing Date, except that any penalties or excess charges resulting solely from Seller’s inaction shall be borne entirely by Seller. Notwithstanding the foregoing, if accurate arrangements cannot be made as of the Closing Date, or as of the date set forth under Section 4.5(a), for any of the foregoing items of proration, the parties shall apportion the charges for the foregoing items on the basis of the bxxx therefor for the most recent billing period prior to the Closing Date. (c) In the event the net closing adjustments under this Section 4.6 are in favor of Seller, such amount shall be added, dollar for dollar, to the Adjusted Purchase Price. In the event the net closing adjustments are in favor of Purchaser, such amount shall be subtracted, dollar for dollar, from the Adjusted Purchase Price. (d) The parties agree that Seller shall take a final read of all utilities on or about the Closing Date, and Purchaser shall place the utilities in Purchaser’s name as of the Closing Date. (e) The parties agree that upon the expiration of the thirty (30) day period set forth in Section 4.5(b) above, the prorations calculated by the parties pursuant to this Section 4.6 shall be deemed agreed to and final for all purposes.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller shall Sellers will operate the Branch Banking OperationsFlorida Franchise, hold the Transferred Assets and retain the Transferred Liabilities for its their own account until the Effective Time, and that Purchaser shall operate the Branch Banking Operations shall be operatedFlorida Franchise, hold the Transferred Assets shall be held and assume the Transferred Liabilities shall be assumed for Purchaser’s its own account as of and after the Effective Timesuch time. Thus, except as otherwise expressly provided in this Agreement, items of income and expense of the Branch Banking Operations expense, as defined herein, shall be prorated as of the Effective Time, and settled between Seller Sellers and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller Sellers complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller Sellers shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller Sellers relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. Purchaser shall be solely responsible for payments to vendors with respect to items of personal property that have been ordered but not delivered as of the Effective Time. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include, without limitation: (1) accrued but unpaid interest, fees and charges relating to the Transferred Assets and Transferred Liabilities (2i) rental payments under the Branch Real Property Leases and the Tenant Leases; (3ii) personal and real property Taxes taxes and assessments arising from Real Property or the Leased Branch Premises or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective Time); (4iii) FDIC deposit insurance assessments; (5iv) trustee or custodian fees on IRA accounts and Trust Accounts that are transferred to Purchaser xx part of the Transferred Assets; (v) prepaid expenses and items and accrued but unpaid liabilities a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities), as of the close of business on the Closing Date; and (6vi) safe deposit rental payments previously received by SellerSellers.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller Sellers will operate the Facilities for their own account and own the Loans and other Purchased Assets (and all rights associated therewith) until the close of business on the Closing Date, and that Purchaser shall operate the Branch Banking OperationsFacilities, hold own the Transferred Loans and other Purchased Assets and retain assume the Transferred Deposit Liabilities and other Assumed Liabilities (and all rights associated therewith) for its own account until the Effective Time, and the Branch Banking Operations shall be operated, the Transferred Assets shall be held and the Transferred Liabilities shall be assumed for Purchaser’s account as of from and after the Effective Timeclose of business on the Closing Date. Thus, except as otherwise expressly specifically provided in this Agreement, items of income and expense of the Branch Banking Operations shall be prorated as of the Effective Timeclose of business on the Closing Date, and shall be settled between Seller Sellers and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price and not as adjustments to the Estimated Payment Amount, unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include: , without limitation: (1i) accrued but unpaid interest, fees amounts prepaid and charges relating to the Transferred Assets and Transferred Liabilities unused for safe deposit rentals; (2ii) rental and other payments under the Branch Leases, ATM Lease Agreements and Tenant Leases, including security deposits; (3iii) personal sales, real estate and use taxes (other than such sales, real property Taxes estate and assessments arising from Real Property use taxes that arise as a result of the transactions contemplated by this Agreement which shall be paid by Purchaser or the Leased Branch or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective TimeSellers in accordance with Section 4.1 hereof); (4iv) insurance premiums paid or payable to the FDIC deposit attributable to insurance assessmentscoverage for the Deposit Liabilities for the period from and after the Closing Date; (5v) prepaid expenses fees for customary annual or periodic licenses or permits; (vi) water, sewer, fuel and items and accrued but unpaid liabilities a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities)utility charges; and (6vii) safe deposit rental payments previously received other prepaid items of income and expense, in each case as of the close of business on the Closing Date; provided that items of proration and other adjustments shall not include commitment and other fees paid in advance by SellerCustomers with respect to Loans, Letters of Credit and ISDA Agreements. Notwithstanding the foregoing, if accurate arrangements cannot be made as of the Closing Date for any of the foregoing items of proration, the parties shall apportion the charges for the foregoing items on the basis of the xxxx therefor for the most recent billing period prior to the Closing Date.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller shall Sovereign will use its commercially reasonable efforts to cause FNB to agree to operate the Branch Banking Operations, hold the Transferred Assets and retain the Transferred Liabilities Facilities for its own account and own the Loans and other Purchased Assets (and all rights associated therewith) until the Effective Timeclose of business on the Closing Date, and that Purchaser shall operate the Branch Banking Operations shall be operatedFacilities, own the Transferred Loans and other Purchased Assets shall be held and assume the Transferred Deposit Liabilities shall be assumed and other Assumed Liabilities (and all rights associated therewith) for Purchaser’s its own account as of from and after the Effective Timeclose of business on the Closing Date. Thus, except as otherwise expressly specifically provided in this Agreement, items of income and expense of the Branch Banking Operations shall be prorated as of the Effective Timeclose of business on the Closing Date, and shall be settled between Seller Sovereign and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price and not as adjustments to the Estimated Payment Amount, unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include: , without limitation: (1i) accrued but unpaid interest, fees amounts prepaid and charges relating to the Transferred Assets and Transferred Liabilities (2) rental payments under the Branch Leasesunused for safe deposit rentals; (3ii) personal sales, real estate and use taxes (other than such sales, real property Taxes estate and assessments arising from Real Property use taxes that arise as a result of the transactions contemplated by this Agreement which shall be paid by Purchaser or the Leased Branch or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective TimeSovereign in accordance with Section 4.1 hereof); (4iii) insurance premiums paid or payable to the FDIC deposit attributable to insurance assessmentscoverage for the Deposit Liabilities for the period from and after the Closing Date; (5iv) prepaid expenses fees for customary annual or periodic licenses or permits; (v) water, sewer, fuel and items and accrued but unpaid liabilities a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities)utility charges; and (6vi) safe deposit rental payments previously received other prepaid items of income and expense, in each case as of the close of business on the Closing Date; provided that items of proration and other adjustments shall not include commitment and other fees paid in advance by SellerCustomers with respect to Loans, Letters of Credit and ISDA Agreements. Notwithstanding the foregoing, if accurate arrangements cannot be made as of the Closing Date for any of the foregoing items of proration, the parties shall apportion the charges for the foregoing items on the basis of the xxxx therefor for the most recent billing period prior to the Closing Date.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller shall will operate the Branch Banking Operations, hold the Transferred Assets and retain the Transferred Liabilities Branches for its own account and own the Loans and other Purchased Assets (and all rights associated therewith) until the Effective Timeclose of business on the Closing Date, and that Purchaser shall operate the Branch Banking Operations shall be operatedBranches, own the Transferred Loans and other Purchased Assets shall be held and assume the Transferred Deposit Liabilities shall be assumed and other Assumed Liabilities (and all rights associated therewith) for Purchaser’s its own account as of from and after the Effective Timeclose of business on the Closing Date. Thus, except as otherwise expressly specifically provided in this Agreement, all items of income and expense of the Branch Banking Operations shall be prorated as of the Effective Timeclose of business on the Closing Date, and shall be settled between Seller and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include: , without limitation, (1i) accrued but unpaid interest, fees amounts prepaid and charges relating to the Transferred Assets and Transferred Liabilities unused for safe deposit rentals; (2ii) rental and other payments under the Branch Leases, including security deposits; (3iii) personal sales, real estate and use taxes (other than such sales, real property Taxes estate and assessments arising from Real Property or use taxes that arise as a result of the Leased Branch or otherwise from the Branch Banking Operations (determined transactions contemplated by assuming that the taxable year or period ended at the Effective Timethis Agreement which shall be paid by Purchaser in accordance with Section 4.1); (4iv) insurance premiums paid or payable to the FDIC deposit attributable to insurance assessmentscoverage for the Deposit Liabilities for the period from and after the Closing Date; (5v) prepaid expenses fees for customary annual or periodic licenses or permits; (vi) water, sewer, fuel and items and accrued but unpaid liabilities a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities)utility charges; and (6vii) safe deposit rental payments previously received other prepaid items of income and expense, in each case calculated as of the close of business on the Closing Date; provided that items of proration and other adjustments shall not include commitment and other fees paid in advance by SellerCustomers with respect to the Loans. Notwithstanding the foregoing, if accurate arrangements cannot be made as of the Closing Date for any of the foregoing items of proration, the parties shall apportion the charges for the foregoing items on the basis of the xxxx therefor for the most recent billing period prior to the Closing Date.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller shall will operate the Branch Banking OperationsNevada Franchise, hold the Transferred Assets and retain the Transferred Liabilities for its own account until the Effective Time, and that Purchaser shall operate the Branch Banking Operations shall be operatedNevada Franchise, hold the Transferred Assets shall be held and assume the Transferred Liabilities shall be assumed for Purchaser’s its own account as of and after the Effective Timesuch time. Thus, except as otherwise expressly provided in this Agreement, items of income (as and expense of the Branch Banking Operations when collected) and expense, as defined herein, shall be prorated as of the Effective Time, and settled between Seller and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. Purchaser shall be solely responsible for payments to vendors pursuant to Assumed Contracts with respect to items of personal property that have been ordered by Seller in the ordinary course of business consistent with past practice but not delivered as of the Effective Time. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include, without limitation: (1) accrued but unpaid interest, fees and charges relating to the Transferred Assets and Transferred Liabilities (2i) rental payments under the Branch Real Property Leases and the Personal Property Leases; (3ii) personal and real property Taxes taxes and assessments arising from (x) Owned Real Property, (y) without duplication of any amounts set forth in clause (i) above, payable by Seller pursuant to its Real Property Leases, or the Leased Branch or (z) otherwise from the Branch Banking Operations (in each case, determined by assuming that the taxable year or period ended at the Effective Time); (4iii) FDIC deposit insurance assessments; (5iv) trustee or custodian fees on XXX accounts that are transferred to Purchaser as part of the Transferred Assets; (v) prepaid expenses and items and accrued but unpaid liabilities pursuant to Assumed Contracts, Real Property Leases, the Personal Property Leases and the Occupancy Agreements, a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities); and (6vi) safe deposit rental payments previously received by Seller, and (vii) rents and other income collected under the Occupancy Leases, a portion of which is attributable to periods after the Effective Time. For the avoidance of doubt, (i) items of income shall not be apportioned unless and until actually collected, and (ii) Purchaser shall have no liability to Seller for any failure to collect any item of income after the Closing Date. (c) Notwithstanding anything contained herein to the contrary, items of proration and other adjustments pursuant to this Section 2.7 shall not include any items included in the calculation of Closing Date Payment Amount or in any adjustment thereto pursuant to Section 3.3, including, without limitation, any accrued and unpaid interest, late charges and any other charges with respect to the Assigned Loans included in the calculation of Acquisition Value.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties Parties that Seller will operate the California Business for its own account and own the Loans and the other Purchased Assets until the close of business on the Closing Date, and that Buyer shall operate the Branch Banking OperationsCalifornia Business, hold own the Transferred Loans and other Purchased Assets and retain assume the Transferred Deposit Liabilities and other Assumed Liabilities for its own account until the Effective Time, and the Branch Banking Operations shall be operated, the Transferred Assets shall be held and the Transferred Liabilities shall be assumed for Purchaser’s account as of from and after the Effective Time. Thus, except close of business on the Closing Date. (b) Except as otherwise expressly specifically provided in this Agreement, items of income and expense of the Branch Banking Operations that are subject to proration under section 3.04(c) shall be prorated on the basis of a 365-day or 366-day year, as applicable, as of the Effective Timeclose of business on the Closing Date, and insofar as practicable shall be settled between Seller and Purchaser Buyer on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment time and to the Purchase Price unless otherwise agreed by extent necessary shall be subject to an adjusting payment at the parties hereto. In furtherance of time the foregoingAdjusted Payment Amount is paid, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after with interest thereon calculated using the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on Federal Funds Rate from the Closing Date, Date but excluding the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertainedpayment date. (bc) For purposes hereofof this Agreement, items of proration and other adjustments shall include: (1i) accrued but unpaid interest, fees amounts prepaid and charges relating to the Transferred Assets and Transferred Liabilities unused for safe deposit rentals; (2ii) rental and other payments under the Branch Leases and the Tenant Leases, including security deposits; (3iii) personal sales, transfer, and real property Taxes use taxes (other than such sales, transfer, and assessments arising from Real Property or use taxes that arise as a result of the Leased Branch or otherwise from the Branch Banking Operations (determined transactions contemplated by assuming this Agreement that the taxable year or period ended at the Effective Timeshall be paid by Buyer in accordance with Section 4.01); (4iv) insurance premiums paid or payable to the FDIC deposit attributable to insurance assessmentscoverage for the Deposit Liabilities for the period from and after the Closing Date; (5v) prepaid expenses fees for customary annual or periodic licenses or permits; (vi) water, sewer, fuel, and items and accrued but unpaid liabilities a portion of which is attributable to periods after the Effective Time utility charges; (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities)vii) property taxes; and (6viii) safe deposit rental payments previously received other prepaid items, in each case as of the close of business on the Closing Date. Notwithstanding the foregoing, if accurate arrangements cannot be made for any of the foregoing items of proration by Sellerthe time the Adjusted Payment Amount is paid, the Parties shall apportion the charges for the foregoing items on the basis of the bxxx for the most recent billing period.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller shall will operate the Branch Banking Operations, hold Branches and maintain the Transferred Assets and retain the Transferred Deposit Account Liabilities for its own account and own the Purchased Assets (and all rights associated therewith) until the Effective Timeclose of business on the Closing Date, and that Purchaser shall operate the Branch Banking Operations shall be operatedBranches, own the Transferred Purchased Assets shall be held and assume the Transferred Deposit Account Liabilities shall be assumed and other Assumed Liabilities (and all rights associated therewith) for Purchaser’s its own account as of from and after the Effective Timeclose of business on the Closing Date. Thus, except as otherwise expressly specifically provided in this Agreement, items of income and expense directly attributable to the operation of the Branch Banking Operations Branches (which shall not include any general overhead expenses of Seller) shall be prorated as of the Effective Timeclose of business on the Closing Date, and shall be settled between Seller and Purchaser on and as of the Closing DateDate or as of the date set forth under Section 4.5(a), whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price and not as adjustments to the Estimated Payment Amount, unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include, without limitation: (1i) accrued but unpaid interesttelephone, fees electric, gas, water, and charges relating other utility services (to the Transferred Assets extent it is not possible to transfer such services into the name of Purchaser as of the Closing Date), (ii) real estate and Transferred Liabilities school taxes, and special assessments, if any (2) rental payments under other than such real estate transfer and school taxes and special assessments that arise as a result of the Branch Leases; (3) personal and real property Taxes and assessments arising from Real Property transactions contemplated by this Agreement which shall be paid by Purchaser or the Leased Branch or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective TimeSeller in accordance with Section 4.7 hereof); (4iii) assessments, including without limitation, insurance premiums paid or payable to the FDIC deposit attributable to insurance assessmentscoverage for the Deposit Account Liabilities for the period from and after the Closing Date; (5iv) payments due on the Leased Property and Service Contracts, (v) fees for customary annual or periodic licenses or permits; (vi) prepaid expenses real and items and accrued but unpaid liabilities a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities)personal property taxes; and (6vii) safe deposit rental other prepaid items of income and expense, accrued or prepaid, including without limitation, wages, salaries, agreed upon bonuses, employee insurance premiums, or other payments previously received to employees, taxes and other withheld amounts from employees, in each case as of the close of business on the Closing Date, except that any penalties or excess charges resulting solely from Seller’s inaction shall be borne entirely by Seller. Notwithstanding the foregoing, if accurate arrangements cannot be made as of the Closing Date, or as of the date set forth under Section 4.5(a), for any of the foregoing items of proration, the parties shall apportion the charges for the foregoing items on the basis of the xxxx therefor for the most recent billing period prior to the Closing Date. (c) In the event the net closing adjustments under this Section 4.6 are in favor of Seller, such amount shall be added, dollar for dollar, to the Adjusted Purchase Price. In the event the net closing adjustments are in favor of Purchaser, such amount shall be subtracted, dollar for dollar, from the Adjusted Purchase Price. (d) The parties agree that Seller shall take a final read of all utilities on or about the Closing Date, and Purchaser shall place the utilities in Purchaser’s name as of the Closing Date. (e) The parties agree that upon the expiration of the thirty (30) day period set forth in Section 4.5(b) above, the prorations calculated by the parties pursuant to this Section 4.6 shall be deemed agreed to and final for all purposes.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller shall operate the Branch Banking Operations, hold the Transferred Assets and retain the Transferred Liabilities for its own account until the Effective Time, and the Branch Banking Operations shall be operated, the Transferred Assets shall be held and the Transferred Liabilities shall be assumed for Purchaser’s account as of and after the Effective Time. Thus, except as otherwise expressly provided in this Agreement, items of income and expense of the Branch Banking Operations expense, as defined herein, shall be prorated as of the Effective Time, and settled between Seller and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereof, items of proration and other adjustments shall include: (1) accrued but unpaid interest, fees and charges relating to the Transferred Assets and Transferred Liabilities (2) rental payments under the Branch LeasesLease; (32) personal and real property Taxes and assessments arising from Real Property or the Leased Branch Premises or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective Time); (43) FDIC deposit insurance assessments; and (54) prepaid expenses and items and accrued but unpaid liabilities a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities); and (6) safe deposit rental payments previously received by Seller.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller Sellers will operate the Facilities for their own account and own the Loans and other Purchased Assets until the close of business on the day or days on which all or a portion of the Purchased Assets are purchased by Purchaser, and that Purchaser shall operate the Branch Banking OperationsFacilities, hold own the Transferred Loans and other Purchased Assets and retain assume the Transferred Deposit Liabilities and other Assumed Liabilities for its own account until the Effective Time, and the Branch Banking Operations shall be operated, the Transferred Assets shall be held and the Transferred Liabilities shall be assumed for Purchaser’s account as of from and after the Effective Timeclose of business on day or days on which Purchaser purchases all or a portion of the Purchased Assets and assumes all or a portion of the Assumed Liabilities. Thus, except as otherwise expressly specifically provided in this Agreement, items of income and expense of the Branch Banking Operations shall be prorated as of the Effective Timeclose of business on each Closing Date (with respect to the Purchased Assets and Assumed Liabilities being transferred to Purchaser on such Closing Date), and shall be settled between Seller Sellers and Purchaser on and as of each Closing Date (with respect to the Purchased Assets and Assumed Liabilities being transferred to Purchaser on such Closing Date), whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price and not as adjustments to the Estimated Payment Amount, unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include: , without limitation: (1i) accrued but unpaid interest, fees amounts prepaid and charges relating to the Transferred Assets and Transferred Liabilities unused for safe deposit rentals; (2ii) rental and other payments under the Branch Leases, ATM Lease Agreements and Tenant Leases, including security deposits; (3iii) personal sales, real estate and use taxes (other than such sales, real property Taxes estate and assessments arising from Real Property use taxes that arise as a result of the transactions contemplated by this Agreement which shall be paid by Purchaser or the Leased Branch or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective TimeSellers in accordance with Sections 4.1 and 16.1 hereof); (4iv) insurance premiums paid or payable to the FDIC deposit attributable to insurance assessmentscoverage for the Deposit Liabilities; (5v) fees for customary annual or periodic assignable licenses or permits that benefit Purchaser; (vi) water, sewer, fuel and utility charges; (vii) amounts received or to be received under the Precious Metals Options, the Forward Contracts, and the Other Precious Metals Contracts; (viii) amounts prepaid expenses and items and accrued but unpaid liabilities a portion of which is attributable to periods after under the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities)Precious Metals Storage Contracts; and (6ix) safe deposit rental payments previously received other prepaid items, in each case as of the close of business on a Closing Date; provided that items of proration and other adjustments shall not include commitment and other fees paid in advance by SellerCustomers with respect to Loans, Letters of Credit, Liquidity Support Agreements and ISDA Agreements. Notwithstanding the foregoing, if accurate arrangements cannot be made as of each Closing Date for any of the foregoing items of proration, the parties shall apportion the charges for the foregoing items on the basis of the bill therefor for the most recent billing period prior xx each Closing Date.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller shall will operate the Branch Banking Operations, hold the Transferred Assets and retain the Transferred Liabilities Branches for its own account and own the Purchased Assets (and all rights associated therewith) until the Effective Timeclose of business on the Closing Date, and that Purchaser shall operate the Branch Banking Operations shall be operatedBranches, own the Transferred Purchased Assets shall be held and assume the Transferred Deposit Account Liabilities shall be assumed and other Assumed Liabilities (and all rights associated therewith) for Purchaser’s its own account as of from and after the Effective Timeclose of business on the Closing Date. Thus, except as otherwise expressly specifically provided in this Agreement, items of income and expense of the Branch Banking Operations shall be prorated as of the Effective Timeclose of business on the Closing Date, and shall be settled between Seller and Purchaser on and as of the Closing Date, whether Date or not such adjustment would normally be made as of such timethe date set forth under Section 4.5(a). Items of proration will be handled at Closing as an adjustment to the Purchase Price and not as adjustments to the Estimated Payment Amount, unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include, without limitation: (1i) accrued but unpaid interestsales, fees real estate and charges relating to use taxes (other than such sales, real estate transfer and use taxes that arise as a result of the Transferred Assets and Transferred Liabilities (2) rental payments under the Branch Leases; (3) personal and real property Taxes and assessments arising from Real Property transactions contemplated by this Agreement which shall be paid by Purchaser or the Leased Branch or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective TimeSeller in accordance with Section 4.7 hereof); (4ii) insurance premiums paid or payable to the FDIC deposit attributable to insurance assessmentscoverage for the Deposit Account Liabilities for the period from and after the Closing Date; (5iii) fees for customary annual or periodic licenses or permits; (iv) prepaid expenses real and items personal property taxes; (v) utilities; (vi) rents and accrued but unpaid liabilities a portion of which is attributable other charges owed or to periods after be owed under leases or other agreements entered into with respect to the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities)Leased Property; and (6vii) safe deposit rental payments previously received other prepaid items of income and expense, in each case as of the close of business on the Closing Date. Notwithstanding the foregoing, if accurate arrangements cannot be made as of the Closing Date, or as of the date set forth under Section 4.5(a), for any of the foregoing items of proration, the parties shall apportion the charges for the foregoing items on the basis of the xxxx therefor for the most recent billing period prior to the Closing Date and shall make appropriate adjustments as soon as reasonably practicable thereafter. (c) In the event the net closing adjustments under this Section 4.6 are in favor of Seller, such amount shall be added, dollar for dollar, to the Adjusted Purchase Price. In the event the net closing adjustments are in favor of Purchaser, such amount shall be subtracted, dollar for dollar, from the Adjusted Purchase Price. (d) The parties agree that Seller shall take a final read of all utilities on or about the Closing Date, and Purchaser shall place the utilities in Purchaser's name as of the Closing Date. (e) The parties agree that upon the expiration of the thirty (30) day period set forth in Section 4.5(b) above, the prorations calculated by Sellerthe parties pursuant to this Section 4.6 shall be deemed agreed to and final for all purposes.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller shall will operate the Branch Banking Operations, hold the Transferred Assets and retain the Transferred Liabilities Branches for its own account and own the Purchased Assets (and all rights associated therewith) until the Effective Timeclose of business on the Closing Date, and that Purchaser shall operate the Branch Banking Operations shall be operatedBranches, own the Transferred Purchased Assets shall be held and assume the Transferred Deposit Account Liabilities shall be assumed and other Assumed Liabilities (and all rights associated therewith) for Purchaser’s its own account as of from and after the Effective Timeclose of business on the Closing Date. Thus, except as otherwise expressly specifically provided in this Agreement, items of income and expense of the Branch Banking Operations shall be prorated as of the Effective Timeclose of business on the Closing Date (subject to proration pursuant to Section 4.5(a), and shall be settled between Seller and Purchaser on and as of the Closing Date, whether Date or not such adjustment would normally be made as of such timethe date set forth under Section 4.5(a)). Items of proration will be handled at Closing as an adjustment to the Purchase Price and not as adjustments to the Estimated Payment Amount, unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include, without limitation: (1i) accrued but unpaid interestsales, fees real estate and charges relating to use taxes (other than such sales, real estate transfer and use taxes that arise as a result of the Transferred Assets and Transferred Liabilities (2) rental payments under the Branch Leases; (3) personal and real property Taxes and assessments arising from Real Property transactions contemplated by this Agreement which shall be paid by Purchaser or the Leased Branch or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective TimeSeller in accordance with Section 4.7 hereof); (4ii) insurance premiums paid or payable to the FDIC deposit attributable to insurance assessmentscoverage for the Deposit Account Liabilities for the period from and after the Closing Date; (5iii) fees for customary annual or periodic licenses or permits; (iv) prepaid expenses real and items and accrued but unpaid liabilities a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities)personal property taxes; and (6v) safe deposit rental payments previously received other prepaid items of income and expense, in each case as of the close of business on the Closing Date. Notwithstanding the foregoing, if accurate arrangements cannot be made as of the Closing Date, or as of the date set forth under Section 4.5(a), for any of the foregoing items of proration, the parties shall apportion the charges for the foregoing items on the basis of the bxxx therefor for the most recent billing period prior to the Closing Date. (c) In the event the net closing adjustments under this Section 4.6 are in favor of Seller, such amount shall be added, dollar for dollar, to the Adjusted Purchase Price. In the event the net closing adjustments are in favor of Purchaser, such amount shall be subtracted, dollar for dollar, from the Adjusted Purchase Price. (d) The parties agree that Seller shall take a final read of all utilities on or about the Closing Date, and Purchaser shall place the utilities in Purchaser’s name as of the Closing Date. (e) The parties agree that upon the expiration of the thirty (30) day period set forth in Section 4.5(b) above, the prorations calculated by Sellerthe parties pursuant to this Section 4.6 shall be deemed agreed to and final for all purposes.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller will operate the Branches for its own account until 11:59 p.m., Eastern Time, on the Closing Date (the “Effective Time”), and that Purchaser shall operate the Branch Banking OperationsBranches, hold the Transferred Assets and retain assume the Transferred Liabilities for its own account until after the Effective TimeClosing Date, provided, however, that the Buyer and Seller shall conduct a joint audit of the Branch Banking Operations shall be operated, cash in the Transferred Assets shall be held drawers and vault at each of the Transferred Liabilities shall be assumed for Purchaser’s account Branches as of and after the Effective Timeclose of business on the Closing Date. Thus, except as otherwise expressly provided in For purposes of this Agreement, certain items of income and expense of the Branch Banking Operations shall credits will be prorated between the parties as of the Effective Time, and settled between Seller and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such timeprovided below. Items of proration The items that will be handled prorated at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoinginclude, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereof, items of proration and other adjustments shall includewithout limitation: (1) accrued but unpaid interest, fees and charges relating to the Transferred Assets and Transferred Liabilities (2i) rental payments and security deposit under the Branch LeasesShoregate Ground Lease; (3ii) personal and real property Taxes and assessments arising from Real Property or the Leased Branch or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective Time)Taxes; (4iii) FDIC deposit insurance assessmentsassessments (other than the FDIC Special Assessment); (5iv) prepaid trustee or custodian fees on IXX Accounts; (v) pre-paid expenses and items and accrued but unpaid liabilities a portion and expenses, as of which is attributable to periods after the Effective Time close of business on the Closing Date; (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities); and (6vi) safe deposit rental payments previously received by Seller; and (vii) utility, water and sewer charges, assessments and maintenance, shall be prorated between Purchaser and Seller as of the close of business on the Closing Date such that as of the Effective Time all such items related to the operation of the Branches on and prior to the Closing Date shall be paid by Seller and all such items related to the operation of the Branches after the Closing Date shall be paid by Purchaser. Items of proration will be handled by the parties at Closing as an adjustment to the Purchase Price, unless otherwise agreed to by the parties.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller will operate the Branches for its own account until 11:59 p.m., Eastern time, on the Closing Date, and that Purchaser shall operate the Branch Banking OperationsBranches, hold the Transferred Assets and retain assume the Transferred Assumed Liabilities for its own account until the Effective Time, and the Branch Banking Operations shall be operated, the Transferred Assets shall be held and the Transferred Liabilities shall be assumed for Purchaser’s account as of and after the Effective TimeClosing Date. Thus, except as otherwise expressly specifically provided in this Agreement, certain items of income and expense of that relate to the Branch Banking Operations Assets, the Deposits and the Branches shall be prorated as of the Effective Time, and settled between Seller and Purchaser on and provided in Section 3.4(b) as of 11:59 p.m., Eastern time, on the Closing Date, whether or not such adjustment would normally be made as of such time. Those items being prorated Items of proration will be handled at the Closing as an adjustment to the Purchase Price Price, or if not able to be calculated, in the Final Closing Statement, unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include: (1i) accrued but unpaid interest, fees base rental and charges relating to the Transferred Assets and Transferred Liabilities (2) additional rental payments under the Branch LeasesEquipment Leases and the Tenant Leases and periodic payments under the Assumed Contracts; (3) personal and real property Taxes and assessments arising from Real Property or the Leased Branch or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective Time); (4ii) FDIC deposit insurance assessments; (5iii) assessments paid or payable to the OCC attributable to the Branches from and after the Closing Date; (iv) trustee or custodian fees on Deposits in IRAs and Kxxxx Accounts; (v) to the extent relating to the Assets or the Assumed Liabilities, prepaid expenses and items and accrued but unpaid liabilities a portion liabilities, as of which is attributable to periods after the Effective Time close of business on the Closing Date; (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities); and (6vi) safe deposit rental payments previously received by Seller; (vii) Property Taxes either assessed, due or payable as of the Closing Date (and calculated based upon the most current information available for the counties in which each of the real properties are located); (viii) fees for customary annual or periodic licenses or permits; (ix) water, sewer, fuel and utility charges; and (x) other prepaid items of income and expense, in each case calculated as of 11:59 p.m., Eastern time on the Closing Date.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller will operate the Branches for its own account until 11:59 p.m., Eastern time, on the Closing Date, and that Purchaser shall operate the Branch Banking OperationsBranches, hold the Transferred Assets and retain assume the Transferred Assumed Liabilities for its own account until the Effective Time, and the Branch Banking Operations shall be operated, the Transferred Assets shall be held and the Transferred Liabilities shall be assumed for Purchaser’s account as of and after the Effective TimeClosing Date. Thus, except Except as otherwise expressly specifically provided in this Agreement, certain items of income and expense of that relate to the Branch Banking Operations Assets, the Deposits and the Branches shall be prorated as of the Effective Time, and settled between Seller and Purchaser on and provided in Section 4.4(b) as of 11:59 p.m., Eastern time, on the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration Those items being prorated will be handled at the Closing as an adjustment to the Purchase Price Price, or if not able to be calculated, in the Final Closing Statement, unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include: (1i) accrued but unpaid interest, fees base rental and charges relating to the Transferred Assets and Transferred Liabilities (2) additional rental payments under the Branch Leases, the Equipment Leases and the Tenant Leases and periodic payments under the Assumed Contracts; (3) personal and real property Taxes and assessments arising from Real Property or the Leased Branch or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective Time); (4ii) FDIC deposit insurance assessments; (5iii) assessments paid or payable to the OCC attributable to the Branches from and after the Closing Date; (iv) trustee or custodian fees on Deposits in IRAs and Xxxxx Accounts; (v) to the extent relating to the Assets or the Assumed Liabilities, prepaid expenses and items and accrued but unpaid liabilities a portion liabilities, as of which is attributable to periods after the Effective Time close of business on the Closing Date; (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities); and (6vi) safe deposit rental payments previously received by Seller.; (vii) Property Taxes either assessed, due or payable as of the Closing Date (and calculated based upon the most current information available for the counties in which each of the real properties are located); (viii) fees for customary annual or periodic licenses or permits; (ix) water, sewer, fuel and utility charges; and (x) other prepaid items of income and expense, in each case calculated as of 11:59 p.m., Eastern time on the Closing Date;

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller will operate the Branches for their own account and own the Loans and other Purchased Assets until the close of business on the Closing Date, and that Purchaser shall operate the Branch Banking OperationsBranches, hold own the Transferred Loans and other Purchased Assets and retain assume the Transferred Deposit Liabilities and other Assumed Liabilities for its own account until the Effective Time, and the Branch Banking Operations shall be operated, the Transferred Assets shall be held and the Transferred Liabilities shall be assumed for Purchaser’s account as of from and after the Effective Timeclose of business on the Closing Date. Thus, except as otherwise expressly specifically provided in this Agreement, items of income and expense of the Branch Banking Operations shall be prorated as of the Effective Timeclose of business on the Closing Date, and shall be settled between Seller and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price and not as adjustments to the Estimated Payment Amount, unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include: , without limitation: (1i) accrued but unpaid interest, fees amounts prepaid and charges relating to the Transferred Assets and Transferred Liabilities (2) rental payments under the Branch Leasesunused for safe deposit rentals; (3ii) personal sales, real estate, and use taxes (other than such sales, real property Taxes estate, and assessments arising from Real Property or use taxes that arise as a result of the Leased Branch or otherwise from the Branch Banking Operations (determined transactions contemplated by assuming that the taxable year or period ended at the Effective Timethis Agreement which shall be paid by Seller in accordance with Section 4.1 hereof); (4iii) insurance premiums paid or payable to the FDIC deposit attributable to insurance assessmentscoverage for the Deposit Liabilities for the assessment period from and after the Closing Date; (5iv) prepaid expenses fees for customary annual or periodic licenses or permits; (v) water, sewer, fuel, and items and accrued but unpaid liabilities a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities)utility charges; and (6vi) safe deposit rental payments previously received by Sellerother prepaid items, in each case as of the close of business on the Closing Date. Real estate taxes shall be prorated according to local practice for determining whether they are assumed to be paid in advance, in arrears or on a calendar year basis; provided that if the parties cannot agree on the local practice for any particular real estate taxes, such taxes shall be prorated on a calendar year basis.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller shall will operate the Branch Banking OperationsNevada Franchise, hold the Transferred Assets and retain the Transferred Liabilities for its own account until the Effective Time, and that Purchaser shall operate the Branch Banking Operations shall be operatedNevada Franchise, hold the Transferred Assets shall be held and assume the Transferred Liabilities shall be assumed for Purchaser’s its own account as of and after the Effective Timesuch time. Thus, except as otherwise expressly provided in this Agreement, items of income (as and expense of the Branch Banking Operations when collected) and expense, as defined herein, shall be prorated as of the Effective Time, and settled between Seller and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. Purchaser shall be solely responsible for payments to vendors pursuant to Assumed Contracts with respect to 16 items of personal property that have been ordered by Seller in the ordinary course of business consistent with past practice but not delivered as of the Effective Time. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include, without limitation: (1) accrued but unpaid interest, fees and charges relating to the Transferred Assets and Transferred Liabilities (2i) rental payments under the Branch Real Property Leases and the Personal Property Leases; (3ii) personal and real property Taxes taxes and assessments arising from (x) Owned Real Property, (y) without duplication of any amounts set forth in clause (i) above, payable by Seller pursuant to its Real Property Leases, or the Leased Branch or (z) otherwise from the Branch Banking Operations (in each case, determined by assuming that the taxable year or period ended at the Effective Time); (4iii) FDIC deposit insurance assessments; (5iv) trustee or custodian fees on XXX accounts that are transferred to Purchaser as part of the Transferred Assets; (v) prepaid expenses and items and accrued but unpaid liabilities pursuant to Assumed Contracts, Real Property Leases, the Personal Property Leases and the Occupancy Agreements, a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities); and (6vi) safe deposit rental payments previously received by Seller, and (vii) rents and other income collected under the Occupancy Leases, a portion of which is attributable to periods after the Effective Time. For the avoidance of doubt, (i) items of income shall not be apportioned unless and until actually collected, and (ii) Purchaser shall have no liability to Seller for any failure to collect any item of income after the Closing Date. (c) Notwithstanding anything contained herein to the contrary, items of proration and other adjustments pursuant to this Section 2.7 shall not include any items included in the calculation of Closing Date Payment Amount or in any adjustment thereto pursuant to Section 3.3, including, without limitation, any accrued and unpaid interest, late charges and any other charges with respect to the Assigned Loans included in the calculation of Acquisition Value.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller shall or Huntington, as applicable, will operate the Branch Banking OperationsHuntington Branches, hold the Transferred Assets and retain the Transferred Liabilities for its their own account until the Effective Time, and that Purchaser shall operate the Branch Banking Operations shall be operatedHuntington Branches, hold the Transferred Assets shall be held and assume the Transferred Liabilities shall be assumed for Purchaser’s its own account as of and after the Effective Timesuch time. Thus, except as otherwise expressly provided in this Agreement, items of income and expense of the Branch Banking Operations expense, as defined herein, shall be prorated as of the Effective Time, and settled between Seller and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include, without limitation: (1) accrued but unpaid interest, fees and charges relating to the Transferred Assets and Transferred Liabilities (2i) rental payments under the Branch Tenant Leases; (3ii) personal and real property Taxes taxes and assessments arising from Real Property or the Leased Branch or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective Time); (4iii) FDIC deposit insurance assessmentsassessments for the deposits transferred at Closing based upon the number of days remaining in such assessment period and the actual rate paid; (5iv) custodian fees on XXX accounts that are transferred to Purchaser as part of the Transferred Assets; (v) prepaid expenses and items and accrued but unpaid liabilities a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities), as of the close of business on the Closing Date; and (6vi) safe deposit rental payments previously received by SellerSeller or Huntington.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in Prior to the Transition and Services AgreementClosing, it is the intention of the parties that Seller shall Sellers will operate the Branch Banking OperationsBusiness, hold the Transferred Purchased Assets and retain the Transferred Assumed Liabilities for their own account, and following the Closing, Purchaser shall operate the Business, hold the Purchased Assets and assume the Assumed Liabilities for its own account until the Effective Time, and the Branch Banking Operations shall be operated, the Transferred Assets shall be held and the Transferred Liabilities shall be assumed for Purchaser’s account as of and after the Effective Timeaccount. Thus, except as otherwise expressly provided in this Agreementherein (including SECTION 2.2), items of income and expense of the Branch Banking Operations expense, as described herein, shall be prorated as of the Effective Time, and settled between Seller Vulcan and Purchaser on as promptly as practicable following the Closing Date (and as of in no event more than sixty (60) calendar days after the Closing Date), whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as deemed an adjustment to the Purchase Price unless otherwise agreed by the parties heretoparties. In furtherance of the foregoing, Purchaser shall promptly forward or cause to Seller be forwarded to Vulcan complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser or its Affiliates after the Effective Time and relating to the Branch Banking Operations Business as conducted prior to the Effective TimeClosing Date, and Seller Vulcan shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller Sellers relating to the Branch Banking Operations Business as conducted from and after the Effective TimeClosing Date. To the extent the exact amounts of any real or personal property Taxes taxes or other items to be prorated are not known on within sixty (60) calendar days of the Closing Date, the parties shall make reasonable estimates of such Taxes taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) . Purchaser shall be solely responsible for payments to vendors with respect to items of personal property and raw materials that have been ordered but not delivered as of the Effective Time. For purposes hereof, items of proration and other adjustments shall includeconsist solely of: (1) accrued but unpaid interest, fees and charges relating to the Transferred Assets and Transferred Liabilities (2i) rental payments under the Branch Real Property Leases; (3ii) personal and real property Taxes taxes and assessments arising from the Owned Real Property or the Leased Branch or otherwise from the Branch Banking Operations Purchased Assets (determined by assuming that the taxable year or period ended at the Effective Timewhich shall be prorated as provided in SECTION 1.4(i)); (4iii) FDIC deposit insurance assessmentspayments under Business Contracts relating to goods or services to be delivered or provided in whole or in part following the Closing Date; (5iv) prepaid expenses and items and accrued but unpaid liabilities a portion of which is attributable (including insurance to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable extent relating to Excluded Assets or Excluded Liabilitiesmatters set forth in SECTION 1.1(d)); and (6v) safe deposit rental payments previously received by Sellerproduct rebates and incentives.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller will own the Purchased Assets (and all rights associated therewith) and be obligated with respect to the Assumed Liabilities until the close of business on the Closing Date, and that Purchaser shall operate own the Branch Banking Operations, hold the Transferred Purchased Assets and retain assume the Transferred Assumed Liabilities (and all rights associated therewith) for its own account until the Effective Time, and the Branch Banking Operations shall be operated, the Transferred Assets shall be held and the Transferred Liabilities shall be assumed for Purchaser’s account as of from and after the Effective Timeclose of business on the Closing Date. Thus, except as otherwise expressly specifically provided in this Agreement, items of income and expense of the Branch Banking Operations shall be prorated as of the Effective Timeclose of business on the Closing Date, and shall be settled between Seller and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price and not as adjustments to the Estimated Payment Amount, unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include: (1) accrued but unpaid interest, fees without limitation, any prepaid items of income and expense and all rents, utility payments, real and personal property taxes and similar expenses and charges relating to the Transferred Assets and Transferred Liabilities (2) rental payments under physical plant of the Branch Leases; (3) personal and real property Taxes and assessments arising from Real Property or Branch, in each case as of the Leased Branch or otherwise from close of business on the Branch Banking Operations (determined by assuming that Closing Date. Notwithstanding the taxable year or period ended at foregoing, if accurate arrangements cannot be made as of the Effective Time); (4) FDIC deposit insurance assessments; (5) prepaid expenses and items and accrued but unpaid liabilities a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability Closing Date for any accrued but unpaid liabilities attributable of the foregoing items of proration, the parties shall apportion the charges for the foregoing items on the basis of the xxxx therefore for the most recent billing period prior to Excluded Assets or Excluded Liabilities); and (6) safe deposit rental payments previously received by Sellerthe Closing Date.

Proration; Other Closing Date Adjustments. (a1) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller shall operate the Branch Banking OperationsBranches will be operated for Seller’s account until 11:59 p.m., Central Time, on the Closing Date, and that the Branches will be operated for Buyer’s account and Buyer will hold the Transferred Assets and retain assume the Transferred Liabilities for its own account until the Effective Time, and the Branch Banking Operations shall be operated, the Transferred Assets shall be held and the Transferred Liabilities shall be assumed for Purchaser’s account as of and after the Effective TimeClosing Date. Thus, except as otherwise expressly specifically provided in this Agreement, items of income and expense of the Branch Banking Operations expense, as defined in subparagraph (2) below, shall be prorated as of 11:59 p.m., Central Time, on the Effective TimeClosing Date, and settled between Seller and Purchaser Buyer on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b2) For purposes hereofof this Agreement, items of income and expense subject to proration and other adjustments (and, in the case of Prepaid Expenses, eligible to be purchased by Buyer) shall include, but are not limited to: (1) accrued but unpaid interest, fees and charges relating to the Transferred Assets and Transferred Liabilities (2) rental payments under the Branch Leases; (3i) personal and real property Taxes and assessments arising from Real Property or (to be settled at Closing by credit given at Closing pursuant to the Leased Branch or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective Timefollowing sentence); (4ii) FDIC deposit insurance assessments; (5) other prepaid expenses and items and accrued but unpaid liabilities a portion liabilities, as of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities)close of business on the Closing Date, including rents, utilities and service contract obligations; and (6iii) safe deposit rental payments previously received by Seller; provided, however, that (since such prepayment cannot benefit Buyer) Prepaid Expenses shall not include any prepaid federal deposit insurance premium or general liability or property insurance premiums paid by Seller. Real property taxes shall be settled by a credit given to Buyer as part of the Final Closing Statement calculations for (i) all 2009 real estate taxes payable in 2010 (or, if 2009 real estate taxes are not known at the Closing Date, for an estimate conclusively based on 110% of the prior year's tax), plus (ii) a prorated amount for 2010 taxes payable in 2011 calculated at 110% of the last available real estate taxes.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller Sellers will operate the Facilities for their own account and own the Loans and other Purchased Assets until the close of business on the Closing Date, and that Purchaser shall operate the Branch Banking OperationsFacilities, hold own the Transferred Loans and other Purchased Assets and retain assume the Transferred Deposit Liabilities and other Assumed Liabilities for its own account until the Effective Time, and the Branch Banking Operations shall be operated, the Transferred Assets shall be held and the Transferred Liabilities shall be assumed for Purchaser’s account as of from and after the Effective Timeclose of business on the Closing Date. Thus, except as otherwise expressly specifically provided in this Agreement, items of income and expense of the Branch Banking Operations shall be prorated as of the Effective Timeclose of business on the Closing Date, and shall be settled between Seller Sellers and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price and not as adjustments to the Estimated Payment Amount, unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include: , without limitation: (1i) accrued but unpaid interest, fees amounts prepaid and charges relating to the Transferred Assets and Transferred Liabilities unused for safe deposit rentals; (2ii) rental and other payments under the Branch Leases, ATM Lease Agreements and Tenant Leases, including security deposits; (3iii) personal sales, real estate and use taxes (other than such sales, real property Taxes estate and assessments arising from Real Property use taxes that arise as a result of the transactions contemplated by this Agreement which shall be paid by Purchaser or the Leased Branch or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective TimeSellers in accordance with Sections 4.1 and 17.1 hereof); (4iv) insurance premiums paid or payable to the FDIC deposit attributable to insurance assessmentscoverage for the Deposit Liabilities; (5v) fees for customary annual or periodic assignable licenses or permits that benefit Purchaser; (vi) water, sewer, fuel and utility charges; (vii) amounts received or to be received under the Precious Metals Options, the Forward Contracts, and the Other Precious Metals Contracts; (viii) amounts prepaid expenses and items and accrued but unpaid liabilities a portion of which is attributable to periods after under the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities)Precious Metals Storage Contracts; and (6ix) safe deposit rental payments previously received other prepaid items, in each case as of the close of business on the Closing Date; provided that items of proration and other adjustments shall not include commitment and other fees paid in advance by SellerCustomers with respect to Loans, Letters of Credit, Liquidity Support Agreements and ISDA Agreements. Notwithstanding the foregoing, if accurate arrangements cannot be made as of the Closing Date for any of the foregoing items of proration, the parties shall apportion the charges for the foregoing items on the basis of the bill therefor for the most recent billing period prior xx xhe Closing Date.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller shall will operate the Branch Banking Operations, hold the Transferred Assets and retain the Transferred Liabilities Facilities for its own account and own the Loans and other Purchased Assets (and all rights associated therewith) until the Effective Timeclose of business on the Closing Date, and that Purchaser shall operate the Branch Banking Operations shall be operatedFacilities, own the Transferred Loans and other Purchased Assets shall be held and assume the Transferred Deposit Liabilities shall be assumed and other Assumed Liabilities (and all rights associated therewith) for Purchaser’s its own account as of from and after the Effective Timeclose of business on the Closing Date. Thus, except as otherwise expressly specifically provided in this Agreement, items of income and expense of the Branch Banking Operations shall be prorated as of the Effective Timeclose of business on the Closing Date, and shall be settled between Seller and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price and not as adjustments to the Estimated Payment Amount, unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include: , without limitation: (1i) accrued but unpaid interest, fees amounts prepaid and charges relating to the Transferred Assets and Transferred Liabilities unused for safe deposit rentals; (2ii) rental and other payments under the Branch Leases, ATM Lease Agreements and Tenant Leases, including security deposits; (3iii) personal sales, real estate and use taxes (other than such sales, real property Taxes estate and assessments arising from Real Property use taxes that arise as a result of the transactions contemplated by this Agreement which shall be paid by Purchaser or the Leased Branch or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective TimeSeller in accordance with Section 4.1 hereof); (4iv) insurance premiums paid or payable to the FDIC deposit attributable to insurance assessmentscoverage for the Deposit Liabilities for the period from and after the Closing Date; (5v) prepaid expenses fees for customary annual or periodic licenses or permits; (vi) water, sewer, fuel and items and accrued but unpaid liabilities a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities)utility charges; and (6vii) safe deposit rental payments previously received other prepaid items of income and expense, in each case as of the close of business on the Closing Date; provided that items of proration and other adjustments shall not include commitment and other fees paid in advance by SellerCustomers with respect to Loans, Letters of Credit and ISDA Agreements. Notwithstanding the foregoing, if accurate arrangements cannot be made as of the Closing Date for any of the foregoing items of proration, the parties shall apportion the charges for the foregoing items on the basis of the xxxx therefor for the most recent billing period prior to the Closing Date.

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller shall will operate the Branch Banking OperationsOffices, hold the Transferred Assets and retain the Transferred Assumed Liabilities for its own account until the Effective Time, and that Buyer shall operate the Branch Banking Operations shall be operatedOffices, hold the Transferred Assets shall be held and assume the Transferred Assumed Liabilities shall be assumed for Purchaser’s its own account as of and after the Effective Time. Thus, except as otherwise expressly provided in this Agreement, items of income and expense of the Branch Banking Operations expense, as defined herein, shall be prorated as of the Effective Time, and settled between Seller and Purchaser Buyer on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser Buyer shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser Buyer after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser Buyer complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include, without limitation: (1) accrued but unpaid interest, fees and charges relating to the Transferred Assets and Transferred Liabilities (2i) rental payments under the Branch Leases; (3ii) personal and real property Taxes taxes and assessments arising from Real Property or the Leased Branch Estate or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective Time)Operations; (4iii) FDIC deposit insurance assessmentsassessments for the Deposits transferred at Closing based upon the number of days remaining in such assessment period and the actual rate paid; (5iv) prepaid expenses and items and accrued but unpaid liabilities a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser Buyer shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities), as of the close of business on the Closing Date; (vi) Kentucky state bank deposit and financial institution franchise taxes; and (6vii) safe deposit rental payments previously received by Sellerutilities (which shall be prorated on the basis of the best information available as of the Closing Date).

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller Sellers will operate the Branches for their own account and own the Loans and other Purchased Assets until the close of business on the Closing Date, and that Purchaser shall operate the Branch Banking OperationsBranches, hold own the Transferred Loans and other Purchased Assets and retain assume the Transferred Deposit Liabilities and other Assumed Liabilities for its own account until the Effective Time, and the Branch Banking Operations shall be operated, the Transferred Assets shall be held and the Transferred Liabilities shall be assumed for Purchaser’s account as of from and after the Effective Timeclose of business on the Closing Date. Thus, except as otherwise expressly specifically provided in this Agreement, items of income and expense of the Branch Banking Operations shall be prorated as of the Effective Timeclose of business on the Closing Date, and shall be settled between Seller Sellers and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price and not as adjustments to the Estimated Payment Amount, unless otherwise agreed to in writing by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereofof this Agreement, items of proration and other adjustments shall include, without limitation: (1i) accrued but unpaid interest, fees amounts prepaid and charges relating to the Transferred Assets and Transferred Liabilities unused for safe deposit box rentals; (2ii) rental and other payments under the Branch LeasesLeases and Tenant Lease, including security deposits; (3iii) personal sales, real estate, and use taxes (other than such sales, real property Taxes estate, and assessments arising from Real Property or use taxes that arise as a result of the Leased Branch or otherwise from the Branch Banking Operations (determined transactions contemplated by assuming that the taxable year or period ended at the Effective Timethis Agreement which shall be paid in accordance with Section 4.1 hereof); (4iv) insurance premiums paid or payable to the FDIC deposit attributable to insurance assessmentscoverage for the Deposit Liabilities for the period from and after the Closing Date; (5v) fees for customary annual or periodic licenses or permits; (vi) water, sewer, fuel, and utility charges; (vii) other prepaid items; (viii) insurance premiums and similar expenses relating to the physical plant of the Branches; (ix) workers compensation payments required by applicable law for Transferred Employees; (x) state or federal taxes collected but not remitted; (xi) special assessments and items special district levies on the Real Property; (xii) condominium association fees, assessments and accrued but unpaid liabilities a portion common area expenses, and (xiii) ATM Cash adjustments as necessitated by network settlement cut-off times, in each case as of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability close of business on the Closing Date. Notwithstanding the foregoing, if accurate arrangements cannot be made as of the Closing Date for any accrued but unpaid liabilities attributable of the foregoing items of proration, the parties shall apportion the charges for the foregoing items on the basis of the xxxx therefor for the most recent billing period prior to Excluded Assets the Closing Date. (c) In the event that the aggregate amount of Deposit Liabilities as of the Closing Date are less than $85,000,000, the Premium paid for the Deposit Liabilities will be adjusted as follows: If the aggregate Deposit Liabilities are: Then the Premium will be: $72,999,999 or Excluded Liabilities); and (6) safe deposit rental payments previously received by Seller.less $ 6,000,000 $73,000,000 to $75,999,999 $ 6,200,000 $76,000,000 to $78,999,999 $ 6,400,000 $79,000,000 to $81,999,999 $ 6,600,000 $82,000,000 to $84,999,999 $ 6,800,000

Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically provided in this Agreement or in the Transition and Services Agreement, it is the intention of the parties that Seller shall operate the Branch Banking Operations, hold the Transferred Assets and retain the Transferred Liabilities for its own account until the Effective Time, and the Branch Banking Operations shall be operated, the Transferred Assets shall be held and the Transferred Liabilities shall be assumed for Purchaser’s account as of and after the Effective Time. Thus, except as otherwise expressly provided in this Agreement, items of income and expense of the Branch Banking Operations expense, as defined herein, shall be prorated as of the Effective Time, and settled between Seller and Purchaser on and as of the Closing Date, whether or not such adjustment would normally be made as of such time. Items of proration will be handled at Closing as an adjustment to the Purchase Price unless otherwise agreed by the parties hereto. In furtherance of the foregoing, Purchaser shall promptly forward to Seller complete and accurate copies of all invoices, billing statements and similar documents received by Purchaser after the Effective Time and relating to the Branch Banking Operations conducted prior to the Effective Time, and Seller shall promptly forward to Purchaser complete and accurate copies of all invoices and billing statements received by Seller relating to the Branch Banking Operations conducted after the Effective Time. To the extent the exact amounts of any real or personal property Taxes or other items to be prorated are not known on the Closing Date, the parties shall make reasonable estimates of such Taxes or other items for purposes of making prorations at Closing and shall thereafter adjust the prorations as promptly as practicable after such exact amounts are finally ascertained. (b) For purposes hereof, items of proration and other adjustments shall include: : (1) accrued but unpaid interest, fees and charges relating to the Transferred Assets and Transferred Liabilities (2) rental payments under the Branch LeasesLease; (32) personal and real property Taxes and assessments arising from Real Property or the Leased Branch Premises or otherwise from the Branch Banking Operations (determined by assuming that the taxable year or period ended at the Effective Time); (43) FDIC deposit insurance assessments; (5) prepaid expenses and items and accrued but unpaid liabilities a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities); and (6) safe deposit rental payments previously received by Seller.and