Common use of Transitional Action by BUYER Clause in Contracts

Transitional Action by BUYER. After the Closing, unless another time is otherwise indicated: (a) BUYER shall: (i) pay in accordance with the law and customary banking practices and applicable Deposit Account contract terms, all properly drawn and presented checks, negotiable orders of withdrawal, drafts, debits, and withdrawal orders presented to BUYER by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the Deposit Accounts assumed by BUYER hereunder, whether drawn on checks, negotiable orders or withdrawal, drafts, or withdrawal order forms provided by BUYER or SELLER; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of SELLER with respect to the balances due and owing to the depositors whose Deposit Accounts are assumed by BUYER hereunder; PROVIDED, HOWEVER, that any obligations of BUYER pursuant to this Section 7.01 to honor checks, negotiable orders of withdrawal, drafts, and withdrawal orders on forms provided by SELLER and carrying its imprint (including its name and transit routing number) shall not apply to any checks, drafts, withdrawal orders, or returned items (i) presented to BUYER more than one hundred eighty (180) days following the Closing Date, or (ii) on which a stop payment has been requested by the deposit customer. BUYER shall submit and file any required reports on IRS Form 1099 with respect to interest accrued on Deposit Liabilities after the Closing Date. The provisions of this subsection 7.01(a) shall in no way limit BUYER's duties or obligations arising under Section 1.03(b) hereof. (b) BUYER shall, (i) not earlier than the later of the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement or the Merger or (ii) nor later than ten days prior to the Closing Date, notify all depositors of the Offices by letter, acceptable to SELLER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts, of BUYER's pending assumption of the Deposit Liabilities hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain SELLER deposit-related services and/or SELLER's debit card and automatic teller machine services impacted by the transactions contemplated by this Agreement, will be terminated. As an enclosure to such notices, BUYER may, and no later than the Closing Date BUYER shall, furnish appropriate depositors with brochures, forms and other written materials related or necessary to the assumption of the Deposit Accounts by BUYER and the conversion of said accounts to BUYER accounts, including the provision of checks to appropriate depositors using the forms of BUYER with instructions to such depositors to utilize such BUYER checks after the Closing Date and thereafter to destroy any unused checks on SELLER's forms. The expenses of the printing, processing and mailing of such letter notices and providing new BUYER checks and other forms and written materials to appropriate customers shall be borne by BUYER. Before Closing, except as provided in this paragraph, BUYER will not contact customers of the Offices except as may occur in connection with advertising or solicitations directed to the public generally or in the course of obtaining the requisite regulatory approvals of the transaction. Anything to the contrary herein notwithstanding, BUYER shall provide, at no cost to SELLER, any and all notices, communications, and filings which may be required by law, regulation, or otherwise, relating to any changes in terms and other matters relating to the Deposit Accounts and the Office Loans occurring subsequent to the Closing Date. Any and all such notices, communications, and filings which may be required to be provided prior to the Closing Date shall be submitted on a timely basis for review by SELLER and shall be subject to the written approval of SELLER prior to delivery to any third party. (c) BUYER shall promptly pay to SELLER an amount equivalent to the amount of any checks, negotiable orders of withdrawal, drafts, withdrawal orders, or returned items (net of the applicable Acquisition Consideration paid by BUYER with respect to the Deposit Liabilities represented by any such instrument) credited as of the close of business on the Closing Date to a Deposit Account assumed by BUYER hereunder which are returned uncollected to SELLER after the Closing Date. The foregoing shall include an amount equivalent to holds placed upon such deposit account for items cashed by SELLER as of the close of business on the Closing Date. (d) All tasks and obligations concerning the provision of data processing services to or for the Offices after the Closing, other than those specifically set forth in, and to the extent assumed by SELLER pursuant to, Section 7.02(b) herein, if any, are the sole and exclusive responsibility of, and shall be performed solely and exclusively by, BUYER. (e) BUYER shall, not later than the close of business on the business day immediately following the Closing Date, supply suitable government-backed securities as security for any deposits of governmental units included among the Deposit Liabilities for which SELLER had provided similar security. (f) BUYER shall, as soon as practicable but not more than 10 business days after the Closing Date, prepare and transmit at BUYER's expense to each of the obligors on Office Loans transferred to BUYER pursuant to this Agreement a notice to the effect that the loan has been transferred and directing that payment be made to BUYER at the address specified by BUYER, with BUYER's name as payee on any checks or other instruments used to make payments, and, with respect to such loan on which a payment notice or coupon book has been issued, to issue a new notice or coupon book reflecting the name and an address of BUYER as the person to whom and place at which payments are to be made. (g) If the balance due on any Office Loan transferred to BUYER pursuant to this Agreement has been reduced by SELLER as a result of a payment by check or draft received prior to the close of business on the Closing Date, which item is returned unpaid to SELLER after the day immediately preceding the Closing Date, the asset value represented by the loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be promptly paid by BUYER to SELLER. (h) BUYER shall use its best efforts to cooperate with SELLER in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities, assumed by BUYER hereunder. (i) BUYER hereby grants to SELLER and its contractors access to the Offices until 5:00 P.M. local time on the day following the Closing Date, or such other later date and time as the parties may agree, at no cost or expense to SELLER, for conduct of activities consistent with this Agreement in conjunction with the transactions contemplated hereby. (j) The duties and obligations of Buyer in this section 7.01 shall survive the Closing.

Transitional Action by BUYER. After Unless otherwise specified, after the Closing, unless another time is otherwise indicated: (a) a. BUYER shall: (i) pay in accordance with the law and customary banking practices and applicable Deposit Account contract terms, all properly drawn and presented checks, negotiable orders of withdrawal, drafts, debits, and withdrawal orders presented to BUYER by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the Deposit Accounts assumed by BUYER hereunder, whether drawn on checks, negotiable orders or of withdrawal, drafts, or withdrawal order forms provided by BUYER or forms provided by SELLER; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of SELLER with respect to the balances due and owing to the depositors whose Deposit Accounts are assumed by BUYER hereunder; PROVIDEDprovided, HOWEVERhowever, that any obligations of BUYER pursuant to this Section 7.01 to honor checks, negotiable orders of withdrawal, drafts, and withdrawal orders on forms provided by SELLER and carrying its imprint (including its name and transit routing number) shall not apply to any checks, drafts, drafts or withdrawal orders, or returned items (i) orders presented to BUYER more than one hundred eighty (180) 180 days following the Closing Date, or (ii) on which a stop payment has been requested by . b. Subject to the deposit customer. BUYER shall submit and file any required reports on IRS Form 1099 with respect to interest accrued on Deposit Liabilities after the Closing Date. The provisions penultimate sentence of this subsection 7.01(a) shall in no way limit BUYER's duties or obligations arising under Section 1.03(b) hereof. (b) BUYER shall), (i) during the 20 days immediately preceding Closing, but not earlier than the later of the time of procurement of all regulatory approvals required for consummation of Regulatory Approvals, BUYER shall notify the transaction contemplated by this Agreement or the Merger or (ii) nor later than ten days prior to the Closing Date, notify all depositors of the Offices by letter, acceptable to SELLER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts, having Deposit Accounts of BUYER's pending assumption of the Deposit Liabilities hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain SELLER deposit-related services and/or SELLER's debit card and automatic teller machine services impacted by the transactions contemplated by this Agreement, will be terminated. As an enclosure to such notices, BUYER may, and no later than the Closing Date BUYER shall, furnish appropriate depositors with brochures, forms and other written materials related or necessary to the ’s assumption of the Deposit Accounts by BUYER and the conversion of said accounts to BUYER accounts, including the provision of furnish each appropriate depositor with checks to appropriate depositors using or drafts on the forms of BUYER and with instructions to such depositors to utilize such BUYER BUYER’s checks after the Closing Date and thereafter to destroy any unused checks on drafts of SELLER's forms. The expenses BUYER shall, at BUYER’s expense, notify the depositors of the printingdate after which it will no longer honor checks, processing and mailing of such letter notices and providing new BUYER checks and other forms and written materials to appropriate customers shall be borne by BUYER. Before Closing, except as provided in this paragraph, BUYER will not contact customers of the Offices except as may occur in connection with advertising or solicitations directed to the public generally or in the course of obtaining the requisite regulatory approvals of the transaction. Anything to the contrary herein notwithstanding, BUYER shall provide, at no cost to SELLER, any and all notices, communicationsdrafts, and filings which withdrawal orders on forms provided by SELLER and carrying SELLER’s imprint in accordance with Section 7.01(a) hereof. During the 20 days immediately prior to Closing (or at such earlier time as may be required by law), regulationSELLER may, or otherwiseat SELLER’s expense, relating likewise notify depositors of this transaction; provided, however, that SELLER agrees to include in any changes in terms such notification any communication from BUYER requested to be included therein. Both BUYER and other matters relating SELLER agree that prior to the Deposit Accounts and the Office Loans occurring subsequent to the Closing Date. Any and all forwarding such notices, communications, and filings which may the form of such notices must first be required to be provided prior to the Closing Date shall be submitted on a timely basis for review approved by SELLER and shall be subject to the written approval of SELLER prior to delivery to any third partyboth parties hereto. (c) c. BUYER shall promptly pay to SELLER an amount equivalent to the amount of any checks, negotiable orders of withdrawal, drafts, or withdrawal orders, or returned items (net of the applicable Acquisition Consideration paid by BUYER with respect to the Deposit Liabilities represented by any such instrument) orders credited as of the close of business on the Closing Date to a Deposit Account assumed by BUYER hereunder which are returned uncollected to SELLER after the Closing Date. The foregoing With respect to payments to be made pursuant to this paragraph, BUYER shall include be obligated to pay to SELLER an amount equivalent up to holds placed upon such deposit account the balance of the relevant Deposit Account on the date that SELLER requests repayment. Notwithstanding the foregoing, SELLER shall bear all liability for items cashed by SELLER as of deposited or negotiated at the close of business Office prior to or on the Closing Date. (d) All tasks Date and obligations concerning the provision of data processing services to or for the Offices after the Closing, other than those specifically set forth in, and subsequently returned as uncollectible to the extent assumed by SELLER pursuant to, Section 7.02(b) herein, if any, are the sole and exclusive responsibility of, and shall be performed solely and exclusively by, BUYER. (e) BUYER shall, not later than the close of business on the business day that an overdraft is created immediately following the Closing Date, supply suitable government-backed securities as security for any deposits of governmental units included among the Deposit Liabilities for which SELLER had provided similar security. (f) BUYER shall, as soon as practicable but not more than 10 business days after the Closing Date, prepare and transmit at BUYER's expense to each of the obligors on Office Loans transferred to BUYER pursuant to this Agreement a notice to the effect that the loan has been transferred and directing that payment be made to BUYER at the address specified by BUYER, with BUYER's name as payee on any checks or other instruments used to make payments, and, with respect to such loan on which a payment notice or coupon book has been issued, to issue a new notice or coupon book reflecting the name and an address of BUYER as the person to whom and place at which payments are to be made. (g) If the balance due on any Office Loan transferred to BUYER pursuant to this Agreement has been reduced by SELLER as a result of a payment by check or draft received prior to the close of business on the Closing Date, which item is returned unpaid to SELLER after the day immediately preceding the Closing Date, the asset value represented by the loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be promptly paid by BUYER to SELLER. (h) BUYER shall use its best efforts to cooperate with SELLER in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities, assumed by BUYER hereunder. (i) BUYER hereby grants to SELLER the exercise of BUYER’s lawful rights of offset and its contractors access (ii) the application of any availability under any overdraft line of credit relating to the Offices until 5:00 P.M. local time on affected account or accounts, provided that BUYER shall handle returned items expeditiously under the day following permanent rules established by the Closing Date, or such other later date Federal Reserve in Regulation J and time as the parties may agree, at no cost or expense to SELLER, for conduct of activities consistent with this Agreement in conjunction with the transactions contemplated herebyRegulation CC. (j) The duties and obligations of Buyer in this section 7.01 shall survive the Closing.

Transitional Action by BUYER. After the Closing, unless another ----------------------------- time is otherwise indicated: (a) BUYER shall: (i) pay in accordance with the law and customary banking practices and applicable Deposit Account contract terms, all properly drawn and presented checks, negotiable orders of withdrawal, drafts, debits, debits and withdrawal orders presented to BUYER by mail, over the counter, through electronic media, media or through the check clearing system of the banking industry, by depositors of the Deposit Accounts assumed by BUYER hereunder, whether drawn on checks, negotiable orders or of withdrawal, drafts, drafts or withdrawal order forms provided by BUYER or SELLER; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of SELLER with respect to the balances due and owing to the depositors whose Deposit Accounts are assumed by BUYER hereunder; PROVIDEDprovided, HOWEVERhowever, that any obligations of BUYER pursuant to this Section 7.01 SECTION 7.1(A) to honor -------------- checks, negotiable orders of withdrawal, drafts, drafts and withdrawal orders on forms provided by SELLER and carrying its imprint (including its name and transit routing number) shall not apply to any checks, drafts, withdrawal orders, orders or returned items (i) presented to BUYER more than one hundred eighty (180) days following the Closing Date, Date or (ii) on which a stop payment has been requested by the deposit customer. To the extent permitted by the Internal Revenue Service, BUYER shall submit and file any required reports on IRS Form Forms 1098 and 1099 as well as all other informational tax reports with respect to interest accrued paid on Deposit Liabilities after for the fiscal year during which the Closing DateDate occurs (and SELLER shall provide BUYER with the information required to produce such reports). The provisions of this subsection 7.01(aSECTION 7.1(A) shall in no way limit BUYER's -------------- duties or obligations arising under Section 1.03(bSECTION 1.3(B) hereof.. -------------- (b) BUYER shall, (i) not earlier than the later of the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement or the Merger or (ii) Acquisition nor later than ten five (5) days prior to the Closing Date, notify all depositors of the Offices by letter, reasonably acceptable to SELLER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts, of BUYER's pending assumption of the Deposit Liabilities hereunderhereunder and, if applicable, BUYER's proposed closing and/or relocation of an Office, and, in appropriate instances, notify depositors that on and after the Closing Date certain SELLER deposit-deposit- related services and/or SELLER's debit card and automatic teller machine services impacted by the transactions contemplated by this Agreement, Acquisition will be terminated. As an enclosure to such notices, BUYER may, and no later than the Closing Date BUYER shall, may furnish appropriate depositors with brochures, forms and other written materials related or necessary to the assumption of the Deposit Accounts by BUYER and the conversion of said accounts to BUYER accounts, including the provision of checks to appropriate depositors using the forms of BUYER with instructions to such depositors to utilize such BUYER checks on and after the Closing Date and thereafter to destroy any unused checks on SELLER's forms. The expenses of the printing, processing and mailing of such letter notices and providing new BUYER checks and other forms and written materials to appropriate customers shall be borne by BUYER. Before Closing, except as provided in this paragraphSECTION 7.1(B), BUYER will not contact SELLER's customers of the Offices -------------- except as may occur in connection with advertising or solicitations directed to the public generally or in the course of obtaining the requisite regulatory approvals of the transaction. Anything to the contrary herein notwithstanding, BUYER shall provide, at no cost to SELLER, any and all notices, communications, and filings which may be required by law, regulation, or otherwise, relating to any changes in terms and other matters relating to the Deposit Accounts and the Office Loans occurring subsequent to the Closing DateAcquisition. Any and all such notices, communications, communications and filings which may be required to be provided prior to the Closing Date shall be submitted on a timely basis for review by SELLER and shall be subject to the written approval of SELLER prior to delivery to any third party. (c) BUYER shall promptly pay to SELLER an amount equivalent to the amount of any checks, negotiable orders of withdrawal, drafts, withdrawal orders, orders or returned items (net of the applicable Acquisition Consideration paid by BUYER with respect to the Deposit Liabilities represented by any such instrument) credited as of the close of business on the Closing Date to a Deposit Account assumed by BUYER hereunder which are returned uncollected to SELLER after the Closing Date. The foregoing shall include an amount equivalent to holds placed upon such deposit account for items cashed by SELLER as of the close of business on the Closing Date. (d) All tasks and obligations concerning the provision of data processing services to or for the Offices after the Closing, other than those specifically set forth in, and to the extent assumed by SELLER pursuant to, Section 7.02(bSECTION 7.2(B) hereinhereof, if any, are the sole and exclusive responsibility of, and -------------- shall be performed solely and exclusively by, BUYER. (e) BUYER shall, not later than the close of business on the business day immediately following the Closing Date, supply suitable government-government- backed securities as security for any deposits of governmental units included among the Deposit Liabilities for which SELLER had provided similar security. (f) BUYER shall, as soon as practicable but not more than 10 business days after the Closing Date, prepare and transmit at BUYER's expense to each of the obligors on Office Loans transferred to BUYER pursuant to this Agreement a notice to the effect that the loan has been transferred and directing that payment be made to BUYER at the address specified by BUYER, with BUYER's name as payee on any checks or other instruments used to make payments, and, with respect to such loan on which a payment notice or coupon book has been issued, to issue a new notice or coupon book reflecting the name and an address of BUYER as the person to whom and place at which payments are to be made. (g) If the balance due on any Office Loan transferred to BUYER pursuant to this Agreement has been reduced by SELLER as a result of a payment by check or draft received prior to the close of business on the Closing Date, which item is returned unpaid to SELLER after the day immediately preceding the Closing Date, the asset value represented by the loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be promptly paid by BUYER to SELLER. (h) BUYER shall use its best efforts to cooperate with SELLER in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities, assumed by BUYER hereunder. (i) BUYER hereby grants to SELLER and its contractors access to the Offices until 5:00 P.M. local time on the day following the Closing Date, or such other later date and time as the parties may agree, at no cost or expense to SELLER, for conduct of activities consistent with this Agreement in conjunction with the transactions contemplated hereby. (jg) The duties and obligations of Buyer BUYER in this section 7.01 SECTION 7.1 ----------- shall survive the Closing.

Transitional Action by BUYER. After the Closing, unless another time is otherwise indicated: (a) BUYER Buyer shall: (i) pay in accordance with the law and customary banking practices and applicable Deposit Account contract terms, all properly drawn and presented checks, negotiable orders of withdrawal, drafts, debits, and withdrawal orders presented to BUYER Buyer by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the Deposit Accounts assumed by BUYER Buyer hereunder, whether drawn on checks, negotiable orders or of withdrawal, drafts, or withdrawal order forms provided by BUYER Buyer or SELLERSeller; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of SELLER Seller with respect to the balances due and owing to the depositors whose Deposit Accounts are assumed by BUYER Buyer hereunder; PROVIDEDprovided, HOWEVERhowever, that any obligations of BUYER Buyer pursuant to this Section 7.01 to honor checks, negotiable orders of withdrawal, drafts, and or withdrawal orders on forms provided by SELLER Seller and carrying its imprint (including its name and transit routing number) shall not apply to any checks, drafts, withdrawal orders, or returned items (i) presented to BUYER Buyer more than one hundred eighty (180) days following the Closing Date, or (ii) on which a stop payment has been requested by the deposit customer. BUYER Buyer shall submit and file any required reports on IRS Form 1099 reporting with respect to interest accrued and on Deposit Liabilities and Branch Loans after the Closing Date. The provisions of this subsection 7.01(a) shall in no way limit BUYERBuyer's duties or obligations arising under Section 1.03(b) hereof. (b) BUYER shall, (i) Buyer shall not earlier than the later of the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement or the Merger or (ii) nor later than ten thirty (30) days prior to the Closing Date, notify all depositors of the Offices Branches by letter, acceptable to SELLER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts, of BUYERBuyer's pending assumption of the Deposit Liabilities hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain SELLER Seller deposit-related services and/or SELLERSeller's debit card and automatic teller machine services impacted by the transactions contemplated by this Agreement, will be terminated. As an enclosure to such notices, BUYER notices Buyer may, and no later than the Closing Date BUYER shall, furnish appropriate depositors with brochures, forms and other written materials related or necessary to the assumption of the Deposit Accounts by BUYER Buyer and the conversion of said accounts to BUYER Buyer accounts, including the provision of checks to appropriate depositors using the forms of BUYER Buyer with instructions to such depositors to utilize such BUYER Buyer checks after the Closing Date and thereafter to destroy any unused checks on SELLERSeller's forms. The expenses of the printing, processing and mailing of such letter notices and providing new BUYER Buyer checks and other forms and written materials to appropriate customers shall be borne by BUYERBuyer. Before Closing, except as provided in this paragraph, BUYER Buyer will not contact customers of the Offices Branches except as may occur in connection with advertising or solicitations directed to the public generally or in the course of obtaining the requisite regulatory approvals of the transaction. Anything to the contrary herein notwithstanding, BUYER Buyer shall provide, at no cost to SELLERSeller, any and all notices, communications, and filings which may be required by law, regulation, or otherwise, relating to any changes in terms and other matters relating to the Deposit Accounts and the Office Branch Loans occurring subsequent to the Closing Date. Any and all such notices, communications, and filings which may be required to be provided prior to the Closing Date shall be submitted on a timely basis for review by SELLER and shall be subject to the written approval of SELLER prior to delivery to any third party. (c) BUYER Seller shall promptly pay to SELLER an amount equivalent warrant that to the amount best of its knowledge all customer and account information related to the Branches that is provided to the Buyer for the purpose of a data conversion to the Buyer's data processing systems is accurate and without defect. If the Seller has knowledge of any checksirregularities in data associated with customer relationships or account ownership, negotiable orders of withdrawalSeller, draftsat its expense, withdrawal orders, or returned items will correct irregularities no later than thirty (net of the applicable Acquisition Consideration paid by BUYER with respect 30) days prior to the Deposit Liabilities represented by any such instrument) credited as of the close of business on the Closing Date to a Deposit Account assumed by BUYER hereunder which are returned uncollected to SELLER after the Closing Date. The foregoing shall include an amount equivalent to holds placed upon such deposit account for items cashed by SELLER as of the close of business on the Closing Date. (d) All tasks and obligations concerning the provision of data processing services to or for the Offices Branches after the Closing, other than those specifically set forth in, and to the extent assumed by SELLER pursuant to, Section 7.02(b) herein, if any, Closing are the sole and exclusive responsibility of, of and shall be performed solely and exclusively by, BUYERby Buyer. (ed) BUYER Buyer shall, not later than the close of business on the business day immediately following the Closing Date, supply suitable government-backed securities as security for any deposits of governmental units included among the Deposit Liabilities for which SELLER Seller had provided similar security. (fe) BUYER Buyer shall, as soon as practicable but not more than 10 ten (10) business days after the Closing Date, prepare and transmit at BUYERBuyer's expense to each of the obligors on Office Branch Loans transferred to BUYER Buyer pursuant to this Agreement a notice to the effect that the loan has been transferred and directing that payment be made to BUYER Buyer at the address specified by BUYERBuyer, with BUYERBuyer's name as payee on any checks or other instruments used to make payments, and, with respect to such loan on which a payment notice or coupon book has been issued, to issue a new notice or coupon book reflecting the name and an address of BUYER Buyer as the person to whom and place at which payments are to be made. (gf) If the balance due on any Office Branch Loan transferred to BUYER Buyer pursuant to this Agreement has been reduced by SELLER Seller as a result of a payment by check or draft received prior to the close of business on the Closing Date, which item is returned unpaid to SELLER Seller after the day immediately preceding the Closing Date, the asset value represented by the loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be promptly paid by BUYER Buyer to SELLERSeller. (hg) BUYER Buyer shall use its best efforts to cooperate with SELLER Seller in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities, Liabilities assumed by BUYER Buyer hereunder. (i) BUYER hereby grants to SELLER and its contractors access to the Offices until 5:00 P.M. local time on the day following the Closing Date, or such other later date and time as the parties may agree, at no cost or expense to SELLER, for conduct of activities consistent with this Agreement in conjunction with the transactions contemplated hereby. (jh) The duties and obligations of Buyer in this section Section 7.01 shall survive the Closing.

Transitional Action by BUYER. After the Closing, unless another time is otherwise indicated: (a) BUYER shall: (i) pay in accordance with the law and customary banking practices and applicable Deposit Account contract terms, all properly drawn and presented checks, negotiable orders of withdrawal, drafts, debits, and withdrawal orders presented to BUYER by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the Deposit Accounts assumed by BUYER hereunder, whether drawn on checks, negotiable orders or withdrawal, drafts, or withdrawal order forms provided by BUYER or SELLERSELLERS; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of SELLER FNB with respect to the balances due and owing to the depositors whose Deposit Accounts are assumed by BUYER hereunder; PROVIDEDprovided, HOWEVERhowever, that any obligations of BUYER pursuant to this Section 7.01 7.1 to honor checks, negotiable orders of withdrawal, drafts, and withdrawal orders on forms provided by SELLER FNB and carrying its imprint (including its name and transit routing number) shall not apply to any checks, drafts, withdrawal orders, or returned items (i) presented to BUYER more than one hundred eighty (180) days following the Closing Date, or (ii) on which a stop payment has been requested by the deposit customer. BUYER shall submit and file any required reports on IRS Form 1099 with respect to interest accrued on Deposit Liabilities after the Closing Date. The provisions of this subsection 7.01(a7.1(a) shall in no way limit BUYER's duties or obligations arising under Section 1.03(b1.3(b) hereof. (b) BUYER shall, (i) not Not earlier than the later of the time of procurement of all applicable regulatory approvals approvals, authorizations and consents required for consummation of the transaction transactions contemplated by this Agreement or the Merger or (ii) nor later than ten (10) days prior to the Closing Date, BUYER shall notify all depositors of the Offices Office by letter, acceptable to SELLERFNB, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accountsDeposit Accounts, of BUYER's pending assumption of the Deposit Liabilities hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain SELLER FNB deposit-related services and/or SELLER's FNB’s debit card and automatic teller machine ("ATM") services impacted by the transactions contemplated by this Agreement, will be terminated. As an enclosure to such notices, BUYER may, and no later than the Closing Date BUYER shall, may furnish appropriate depositors with brochures, forms and other written materials related or necessary to the assumption of the Deposit Accounts by BUYER and the conversion of said accounts to BUYER accounts, including the provision of checks and debit and ATM cards to appropriate depositors using the forms of BUYER with instructions to such depositors to utilize such BUYER checks and debit and ATM cards on and after the Closing Date and thereafter to destroy any unused checks on SELLER's formsFNB’s forms and any FNB debit and ATM cards. The expenses of the printing, processing and mailing of such letter notices and providing new BUYER checks and other forms and written materials and replacement debit and ATM cards to appropriate customers shall be borne by BUYER. Before Closing, except as provided in this paragraphSection, BUYER will not contact FNB’s customers except joint customers in the normal course of the Offices business and except as may occur in connection with advertising or solicitations directed to the public generally or in the course of obtaining the requisite regulatory approvals of the transaction. Anything to the contrary herein notwithstanding, BUYER shall provide, at no cost to SELLERSELLERS, any and all notices, communications, and filings which may be required by law, regulation, or otherwise, relating to any changes in terms and other matters relating to the Deposit Accounts and the Office Loans occurring subsequent to the Closing Date. Any and all such notices, communications, and filings which may be required to be provided prior to the Closing Date shall be submitted on a timely basis for review by SELLER FNB and shall be subject to the written approval of SELLER FNB prior to delivery to any third party. BUYER shall provide, at its sole cost and expense, that any and all customer and other notices, communications, and filings provided by BUYER hereunder, including the substance and timing of same, fully comply with the requirements of applicable law and regulation. (c) BUYER shall promptly pay to SELLER FNB an amount equivalent to the amount of any checks, negotiable orders of withdrawal, drafts, withdrawal orders, or returned items (net of the applicable Acquisition Consideration paid by BUYER with respect to the Deposit Liabilities represented by any such instrument) credited as of the close of business on the Closing Date to a Deposit Account assumed by BUYER hereunder which are returned uncollected to SELLER FNB or BUYER after the Closing Date. The foregoing shall include an amount equivalent to holds placed upon such deposit account Deposit Account for items cashed by SELLER FNB as of the close of business on the Closing Date. (d) All tasks and obligations concerning the provision of data processing services to or for the Offices Office after the Closing, other than those specifically set forth in, and to the extent assumed by SELLER pursuant to, in Section 7.02(b7.2(b) herein, if any, are the sole and exclusive responsibility of, and shall be performed solely and exclusively by, BUYER. (e) BUYER shall, not Not later than the close of business on the business day immediately following the Closing Date, BUYER shall supply suitable government-backed securities as security for any deposits of governmental units or other public deposits included among the Deposit Liabilities for which SELLER FNB had provided similar security. (f) BUYER shall, as As soon as practicable but not more than 10 ten (10) business days after the Closing Date, BUYER shall prepare and transmit at BUYER's expense to each of the obligors on Office Loans transferred to BUYER pursuant to this Agreement a notice to the effect that the loan such Office Loan has been transferred to BUYER and directing that payment be made to BUYER at the address specified by BUYER, with BUYER's name as payee on any checks or other instruments used to make payments, and, with respect to such loan Office Loan on which a payment notice or coupon book has been issued, to issue a new notice or coupon book reflecting the name and an address of BUYER as the person to whom and place at which payments are to be made. BUYER shall submit and file any required reports on IRS Form 1098 with respect to interest collected on Office Loans for the full calendar year in which the Closing Date occurs including interest collected during the period prior to the Closing Date. (g) If the balance due on any Office Loan transferred to BUYER pursuant to this Agreement has been reduced by SELLER FNB as a result of a payment by check or draft received prior to the close of business on the Closing Date, which item is returned unpaid to SELLER FNB after the day immediately preceding the Closing Date, the asset value represented by the loan such Office Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be promptly paid by BUYER to SELLERFNB. (h) BUYER shall use its reasonable best efforts to cooperate with SELLER SELLERS in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities, assumed by BUYER hereunder. (i) BUYER hereby grants to SELLER FNB and its contractors representatives access to the Offices Office until 5:00 P.M. local time the close of business on the second business day following the Closing Date, Date or such other later date and time as the parties may agree, at no cost or expense to SELLERFNB, for conduct of activities consistent with this Agreement in conjunction with the transactions contemplated herebyhereby and to remove from the Office any assets of FNB not transferred to BUYER hereunder without cost to BUYER. (j) The duties and obligations of Buyer BUYER in this section 7.01 Section 7.1 shall survive the ClosingClosing in accordance with the terms of this Section 7.1.

Transitional Action by BUYER. After the Closing, unless another time is otherwise indicated: (a) BUYER shall: (i) pay in accordance with the law and customary banking practices and applicable Deposit Account contract terms, all properly drawn and presented checks, negotiable orders of withdrawal, drafts, debits, and withdrawal orders presented to BUYER by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the Deposit Accounts assumed by BUYER hereunder, whether drawn on checks, negotiable orders or withdrawal, drafts, or withdrawal order forms provided by BUYER or SELLERSELLER for which such depositors have collected funds in their respective deposit accounts; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of SELLER with respect to the balances due and owing to the depositors whose Deposit Accounts are assumed by BUYER hereunder; PROVIDEDprovided, HOWEVERhowever, that any obligations of BUYER pursuant to this Section 7.01 7.1 to honor checks, negotiable orders of withdrawal, drafts, and withdrawal orders on forms provided by SELLER and carrying its imprint (including its name and transit routing number) shall not apply to any checks, drafts, withdrawal orders, or returned items (i) presented to BUYER more than one hundred eighty (180) days following the Closing Date, or (ii) on which a stop payment has been requested by the deposit customer. BUYER shall submit and file any required reports on IRS Form 1099 with respect to interest accrued on Deposit Liabilities after the Closing Date. The provisions of this subsection 7.01(a7.1(a) shall in no way limit BUYER's ’s duties or obligations arising under Section 1.03(b1.3(b) hereof. (b) BUYER shall, (i) not earlier than the later of the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement or the Merger or (ii) nor and no later than ten days prior to the Closing Date, notify all depositors of the Offices by letter, acceptable to SELLER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts, of BUYER's ’s pending assumption of the Deposit Liabilities hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain SELLER deposit-related services and/or SELLER's ’ s debit card and automatic teller machine services impacted by the transactions contemplated by this Agreement, will be terminated. As an enclosure to such notices, BUYER may, and no later than the Closing Date BUYER shall, may furnish appropriate depositors with brochures, forms and other written materials related or necessary to the assumption of the Deposit Accounts by BUYER and the conversion of said accounts to BUYER accounts, including the provision of checks to appropriate depositors using the forms of BUYER with instructions to such depositors to utilize such BUYER checks on and after the Closing Date and thereafter to destroy any unused checks on SELLER's ’s forms. The expenses of the printing, processing and mailing of such letter notices and providing new BUYER checks and other forms and written materials to appropriate customers shall be borne by BUYER. Before Closing, except as provided in this paragraph, BUYER will not contact SELLER’s customers of the Offices except as may occur in connection with advertising or solicitations directed to the public generally or in the course of obtaining the requisite regulatory approvals of the transaction. Anything to the contrary herein notwithstanding, BUYER shall provide, at no cost to SELLER, any and all notices, communications, and filings which may be required by law, regulation, or otherwise, relating to any changes in terms and other matters relating to the Deposit Accounts and the Office Purchased Loans occurring subsequent to the Closing Date. Any and all such notices, communications, and filings which may be required to be provided prior to the Closing Date shall be submitted on a timely basis for review by SELLER and shall be subject to the written approval of SELLER prior to delivery to any third party. BUYER shall provide, at its sole cost and expense and at no cost or expense to SELLER, that any and all customer and other notices, communications, and filings provided by BUYER hereunder, including the substance and timing of same, fully comply with the requirements of applicable law and regulation. (c) BUYER shall promptly pay to SELLER an amount equivalent to the amount of any checks, negotiable orders of withdrawal, drafts, withdrawal orders, or returned items (net of the applicable Acquisition Consideration amount paid by BUYER with respect to the Deposit Liabilities represented by any such instrument) credited as of the close of business on the Closing Date to a Deposit Account assumed by BUYER hereunder which are returned uncollected to SELLER after the Closing Date. The foregoing shall include an amount equivalent to holds placed upon such deposit account for items cashed by SELLER as of the close of business on the Closing Date. (d) All tasks and obligations concerning the provision of data processing services to or for the Offices after the Closing, other than those specifically set forth in, and to the extent assumed by SELLER pursuant to, Section 7.02(b7.2(b) herein, if any, are the sole and exclusive responsibility of, and shall be performed solely and exclusively by, BUYER. (e) BUYER shall, not later than the close of business on the business day immediately following the Closing Date, supply suitable government-backed securities as security for any deposits of governmental units included among the Deposit Liabilities for which SELLER had provided similar security. (f) BUYER shall, as soon as practicable but not more than 10 business days after the Closing Date, prepare and transmit at BUYER's ’s expense to each of the obligors on Office Purchased Loans transferred to BUYER pursuant to this Agreement a notice to the effect that the loan has been transferred and directing that payment be made to BUYER at the address specified by BUYER, with BUYER's ’s name as payee on any checks or other instruments used to make payments, and, with respect to such loan on which a payment notice or coupon book has been issued, to issue a new notice or coupon book reflecting the name and an address of BUYER as the person to whom and place at which payments are to be made. BUYER shall submit and file any required reports on IRS Form 1098 with respect to interest collected on Purchased Loans for the full calendar year in which the Closing Date occurs including interest collected during the period prior to the Closing Date. (g) If the balance due on any Office Purchased Loan transferred to BUYER pursuant to this Agreement has been reduced by SELLER as a result of a payment by check or draft received prior to the close of business on the Closing Date, which item is returned unpaid to SELLER after the day immediately preceding the Closing Date, the asset value represented by the loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be promptly paid by BUYER to SELLER. (h) BUYER shall use its best efforts to cooperate with SELLER in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities, assumed by BUYER hereunder. (i) BUYER hereby grants to SELLER and its contractors access to the Offices until 5:00 P.M. 8:00 A.M. local time on the day following the Closing Date, Date or such other later date and time as the parties may agree, at no cost or expense to SELLER, for conduct of activities consistent with this Agreement in conjunction with the transactions contemplated hereby. (j) The duties and obligations of Buyer BUYER in this section 7.01 7.1 shall survive the Closing.

Transitional Action by BUYER. After the Closing, unless another time is otherwise indicated: (a) BUYER shall: (i) pay in accordance with the law and customary banking practices and applicable Deposit Account contract terms, all properly drawn and presented checks, negotiable orders of withdrawal, drafts, debits, and withdrawal orders presented to BUYER by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the Deposit Accounts assumed by BUYER hereunder, whether drawn on checks, negotiable orders or withdrawal, drafts, or withdrawal order forms provided by BUYER or SELLERSELLER for which such depositors have collected funds in their respective deposit accounts; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of SELLER with respect to the balances due and owing to the depositors whose Deposit Accounts are assumed by BUYER hereunder; PROVIDEDprovided, HOWEVERhowever, that any obligations of BUYER pursuant to this Section 7.01 7.1 to honor checks, negotiable orders of withdrawal, drafts, and withdrawal orders on forms provided by SELLER and carrying its imprint (including its name and transit routing number) shall not apply to any checks, drafts, withdrawal orders, or returned items (i) presented to BUYER more than one hundred eighty (180) days following the Closing Date, or (ii) on which a stop payment has been requested by the deposit customer. BUYER shall submit and file any required reports on IRS Form 1099 with respect to interest accrued on Deposit Liabilities after the Closing Date. The provisions of this subsection 7.01(a7.1(a) shall in no way limit BUYER's duties or obligations arising under Section 1.03(b1.3(b) hereof. (b) BUYER shall, (i) not earlier than the later of the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement or the Merger or (ii) nor and no later than ten days prior to the Closing Date, notify all depositors of the Offices by letter, acceptable to SELLER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts, of BUYER's pending assumption of the Deposit Liabilities hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain SELLER deposit-related services and/or SELLER's ' s debit card and automatic teller machine services impacted by the transactions contemplated by this Agreement, will be terminated. As an enclosure to such notices, BUYER may, and no later than the Closing Date BUYER shall, may furnish appropriate depositors with brochures, forms and other written materials related or necessary to the assumption of the Deposit Accounts by BUYER and the conversion of said accounts to BUYER accounts, including the provision of checks to appropriate depositors using the forms of BUYER with instructions to such depositors to utilize such BUYER checks on and after the Closing Date and thereafter to destroy any unused checks on SELLER's forms. The expenses of the printing, processing and mailing of such letter notices and providing new BUYER checks and other forms and written materials to appropriate customers shall be borne by BUYER. Before Closing, except as provided in this paragraph, BUYER will not contact SELLER's customers of the Offices except as may occur in connection with advertising or solicitations directed to the public generally or in the course of obtaining the requisite regulatory approvals of the transaction. Anything to the contrary herein notwithstanding, BUYER shall provide, at no cost to SELLER, any and all notices, communications, and filings which may be required by law, regulation, or otherwise, relating to any changes in terms and other matters relating to the Deposit Accounts and the Office Purchased Loans occurring subsequent to the Closing Date. Any and all such notices, communications, and filings which may be required to be provided prior to the Closing Date shall be submitted on a timely basis for review by SELLER and shall be subject to the written approval of SELLER prior to delivery to any third party. BUYER shall provide, at its sole cost and expense and at no cost or expense to SELLER, that any and all customer and other notices, communications, and filings provided by BUYER hereunder, including the substance and timing of same, fully comply with the requirements of applicable law and regulation. (c) BUYER shall promptly pay to SELLER an amount equivalent to the amount of any checks, negotiable orders of withdrawal, drafts, withdrawal orders, or returned items (net of the applicable Acquisition Consideration amount paid by BUYER with respect to the Deposit Liabilities represented by any such instrument) credited as of the close of business on the Closing Date to a Deposit Account assumed by BUYER hereunder which are returned uncollected to SELLER after the Closing Date. The foregoing shall include an amount equivalent to holds placed upon such deposit account for items cashed by SELLER as of the close of business on the Closing Date. (d) All tasks and obligations concerning the provision of data processing services to or for the Offices after the Closing, other than those specifically set forth in, and to the extent assumed by SELLER pursuant to, Section 7.02(b7.2(b) herein, if any, are the sole and exclusive responsibility of, and shall be performed solely and exclusively by, BUYER. (e) BUYER shall, not later than the close of business on the business day immediately following the Closing Date, supply suitable government-backed securities as security for any deposits of governmental units included among the Deposit Liabilities for which SELLER had provided similar security. (f) BUYER shall, as soon as practicable but not more than 10 business days after the Closing Date, prepare and transmit at BUYER's expense to each of the obligors on Office Purchased Loans transferred to BUYER pursuant to this Agreement a notice to the effect that the loan has been transferred and directing that payment be made to BUYER at the address specified by BUYER, with BUYER's name as payee on any checks or other instruments used to make payments, and, with respect to such loan on which a payment notice or coupon book has been issued, to issue a new notice or coupon book reflecting the name and an address of BUYER as the person to whom and place at which payments are to be made. BUYER shall submit and file any required reports on IRS Form 1098 with respect to interest collected on Purchased Loans for the full calendar year in which the Closing Date occurs including interest collected during the period prior to the Closing Date. (g) If the balance due on any Office Purchased Loan transferred to BUYER pursuant to this Agreement has been reduced by SELLER as a result of a payment by check or draft received prior to the close of business on the Closing Date, which item is returned unpaid to SELLER after the day immediately preceding the Closing Date, the asset value represented by the loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be promptly paid by BUYER to SELLER. (h) BUYER shall use its best efforts to cooperate with SELLER in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities, assumed by BUYER hereunder. (i) BUYER hereby grants to SELLER and its contractors access to the Offices until 5:00 P.M. 8:00 A.M. local time on the day following the Closing Date, Date or such other later date and time as the parties may agree, at no cost or expense to SELLER, for conduct of activities consistent with this Agreement in conjunction with the transactions contemplated hereby. (j) The duties and obligations of Buyer BUYER in this section 7.01 7.1 shall survive the Closing.

Transitional Action by BUYER. After the Closing, unless another time is otherwise indicated: (a) BUYER shall: (i) pay in accordance with the law and customary banking practices and applicable Deposit Account contract terms, all properly drawn and presented checks, negotiable orders of withdrawal, drafts, debits, and withdrawal orders presented to BUYER by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the Deposit Accounts assumed by BUYER hereunder, whether drawn on checks, negotiable orders or withdrawal, drafts, or withdrawal order forms provided by BUYER or SELLERBanc One; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of SELLER Banc One with respect to the balances due and owing to the depositors whose Deposit Accounts are assumed by BUYER hereunder; PROVIDEDprovided, HOWEVERhowever, that any obligations of BUYER pursuant to this Section 7.01 7.1 to honor checks, negotiable orders of withdrawal, drafts, and withdrawal orders on forms provided by SELLER Banc One and carrying its imprint (including its name and transit routing number) shall not apply to any checks, drafts, withdrawal orders, or returned items (i) presented to BUYER more than one hundred eighty (180) days following the Closing Date, or (ii) on which a stop payment has been requested by the deposit customer. BUYER shall submit and file any required reports on IRS Form 1099 with respect to interest accrued on Deposit Liabilities after the Closing Date. The provisions of this subsection 7.01(a7.1 (a) shall in no way limit BUYER's duties or obligations arising under Section 1.03(b1.3(b) hereof. (b) BUYER shall, (i) not earlier than the later of the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement or the Merger or (ii) nor later than ten (10) days prior to the Closing Date, notify all depositors of the Offices by letter, acceptable to Banc One and SELLER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts, of BUYER's pending assumption of the Deposit Liabilities hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain SELLER deposit-related Banc One depositrelated services and/or SELLERBanc One's debit card and automatic teller machine services impacted by the transactions contemplated by this Agreement, will be terminated. As an enclosure to such notices, BUYER may, and no later than the Closing Date BUYER shall, may furnish appropriate depositors with brochures, forms and other written materials related or necessary to the assumption of the Deposit Accounts by BUYER and the conversion of said accounts to BUYER accounts, including the provision of checks to appropriate depositors using the forms of BUYER with instructions to such depositors to utilize such BUYER checks on and after the Closing Date and thereafter to destroy any unused checks on SELLERBanc One's forms. The expenses of the printing, processing and mailing of such letter notices and providing new BUYER checks and other forms and written materials to appropriate customers shall be borne by BUYER. Before Closing, except as provided in this paragraph, BUYER will not contact Banc One's customers of the Offices except as may occur in connection with advertising or solicitations directed to the public generally or in the course of obtaining the requisite regulatory approvals of the transaction. Anything to the contrary herein notwithstanding, BUYER shall provide, at no cost to Banc One and SELLER, any and all notices, communications, and filings which may be required by law, regulation, or otherwise, relating to any changes in terms and other matters relating to the Deposit Accounts and the Office Loans occurring subsequent to the Closing Date. Any and all such notices, communications, and filings which may be required to be provided prior to the Closing Date shall be submitted on a timely basis for review by Banc One and SELLER and shall be subject to the written approval of Banc One and SELLER prior to delivery to any third party. (c) BUYER shall promptly pay to SELLER an amount equivalent to the amount of any checks, negotiable orders of withdrawal, drafts, withdrawal orders, or returned items (net of the applicable Acquisition Consideration paid by BUYER with respect to the Deposit Liabilities represented by any such instrument) credited as of the close of business on the Closing Date to a Deposit Account assumed by BUYER hereunder which are returned uncollected to Banc One or SELLER after the Closing Date. The foregoing shall include an amount equivalent to holds placed upon such deposit account for items cashed by Banc One or SELLER as of the close of business on the Closing Date. (d) All tasks and obligations concerning the provision of data processing services to or for the Offices after the Closing, other than those specifically set forth in, and to the extent assumed by SELLER pursuant to, Section 7.02(b7.2(b) herein, if any, are the sole and exclusive responsibility of, and shall be performed solely and exclusively by, BUYER. (e) BUYER shall, not later than the close of business on the business day immediately following the Closing Date, supply suitable government-backed governmentbacked securities as security for any deposits of governmental units included among the Deposit Liabilities for which SELLER Banc One had provided similar security. (f) BUYER shall, as soon as practicable but not more than 10 business days after the Closing Date, prepare and transmit at BUYER's expense to each of the obligors on Office Loans transferred to BUYER pursuant to this Agreement a notice to the effect that the loan has been transferred and directing that payment be made to BUYER at the address specified by BUYER, with BUYER's name as payee on any checks or other instruments used to make payments, and, with respect to such loan on which a payment notice or coupon book has been issued, to issue a new notice or coupon book reflecting the name and an address of BUYER as the person to whom and place at which payments are to be made. (g) If the balance due on any Office Loan transferred to BUYER pursuant to this Agreement has been reduced by Banc One or SELLER as a result of a payment by check or draft received prior to the close of business on the Closing Date, which item is returned unpaid to Banc One or SELLER after the day immediately preceding the Closing Date, the asset value represented by the loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be promptly paid by BUYER to SELLER. (h) BUYER shall use its best efforts to cooperate with SELLER in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities, assumed by BUYER hereunder. (i) BUYER hereby grants to SELLER and its contractors access to the Offices until 5:00 P.M. 8:00 A.M. local time on the day following the Closing Date, or such other later date and time as the parties may agree, at no cost or expense to SELLER, for conduct of activities consistent with this Agreement in conjunction with the transactions contemplated hereby. (j) The duties and obligations of Buyer BUYER in this section 7.01 7.1 shall survive the Closing.

Transitional Action by BUYER. After the Closing, unless another time is otherwise indicated: (a) BUYER Buyer shall: (i) pay in accordance with the law and customary banking practices and applicable Deposit Account contract terms, all properly drawn and presented checks, negotiable orders of withdrawal, drafts, debits, and withdrawal orders presented to BUYER Buyer by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the Deposit Accounts assumed by BUYER Buyer hereunder, whether drawn on checks, negotiable orders or withdrawal, drafts, or withdrawal order forms provided by BUYER Buyer or SELLERSeller; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of SELLER Seller with respect to the balances due and owing to the depositors whose Deposit Accounts are assumed by BUYER Buyer hereunder; PROVIDEDprovided, HOWEVERhowever, that any obligations of BUYER Buyer pursuant to this Section 7.01 to honor checks, negotiable orders of withdrawal, drafts, and withdrawal orders on forms provided by SELLER Seller and carrying its imprint (including its name and transit routing number) shall not apply to any checks, drafts, withdrawal orders, or returned items (i) presented to BUYER Buyer more than one hundred eighty (180) 180 days following the Closing Date, or (ii) on which a stop payment has been requested by the deposit customer. BUYER shall submit and file any required reports on IRS Form 1099 with respect to interest accrued on Deposit Liabilities after the Closing Datedepositor. The provisions of this subsection 7.01(a) shall in no way limit BUYERBuyer's duties or obligations arising under Section 1.03(b) hereof. (b) BUYER Buyer shall, (i) not earlier than the later of the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement or the Merger or (ii) nor later than ten days prior to the Closing Date, notify all depositors of the Offices Branch by letter, acceptable to SELLERSeller, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts, of BUYERBuyer's pending assumption of the Deposit Liabilities hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain SELLER Seller deposit-related services and/or SELLERSeller's debit card and automatic teller machine services impacted by the transactions contemplated by this Agreement, will be terminated. As an enclosure to such notices, BUYER may, and no later than the Closing Date BUYER shall, Buyer may furnish appropriate depositors with brochures, forms and other written materials related or necessary to the assumption of the Deposit Accounts by BUYER Buyer and the conversion of said such accounts to BUYER Buyer accounts, including the provision of checks to appropriate depositors using the forms of BUYER Buyer with instructions to such depositors to utilize such BUYER Buyer checks on and after the Closing Date and thereafter to destroy any unused checks on SELLERSeller's forms. The expenses of the printing, processing and mailing of such letter notices and providing new BUYER Buyer checks and other forms and written materials to appropriate customers shall be borne by BUYERBuyer. Before Closing, except as provided in this paragraphparagraph or elsewhere in this Agreement, BUYER Buyer will not contact Seller's customers of the Offices except as may occur in connection with advertising or solicitations directed to the public generally or in the course of obtaining the requisite regulatory approvals of the transaction. Anything to the contrary herein notwithstanding, BUYER shall provide, at no cost to SELLER, any and all notices, communications, and filings which may be required by law, regulation, or otherwise, relating to any changes in terms and other matters relating to the Deposit Accounts and the Office Loans occurring subsequent to the Closing Date. Any and all such notices, communications, and filings which may be required to be provided prior to the Closing Date shall be submitted on a timely basis for review by SELLER and shall be subject to the written approval of SELLER prior to delivery to any third party. (c) BUYER Buyer shall promptly pay to SELLER Seller an amount equivalent to the amount of any checks, negotiable orders of withdrawal, drafts, withdrawal orders, or returned items (net of the applicable Acquisition Consideration Deposit Premium paid by BUYER Buyer with respect to the Deposit Liabilities represented by any such instrument) credited as of the close of business on the Closing Date to a Deposit Account assumed by BUYER Buyer hereunder which are returned uncollected to SELLER Seller after the Closing Date. The foregoing shall include an amount equivalent to holds placed upon such deposit account for items cashed by SELLER Seller as of the close of business on the Closing Date. (d) All tasks and obligations concerning the provision of data processing services to or for the Offices Branch after the Closing, other than those specifically set forth in, and to the extent assumed by SELLER Seller pursuant to, Section 7.02(b) herein, if any, are the sole and exclusive responsibility of, and shall be performed solely and exclusively by, BUYERBuyer. (e) BUYER Buyer shall, not later than the close of business on the business day immediately following the Closing Date, supply suitable government-backed securities as security for any deposits of governmental units included among the Deposit Liabilities for which SELLER Seller had provided similar security. (f) BUYER Buyer shall, as soon as practicable but not more than 10 business days after the Closing Date, prepare and transmit at BUYERBuyer's expense to each of the obligors on Office Branch Loans transferred to BUYER Buyer pursuant to this Agreement a notice to the effect that the loan has been transferred and directing that payment be made to BUYER Buyer at the address specified by BUYERBuyer, with BUYERBuyer's name as payee on any checks or other instruments used to make payments, and, with respect to such loan on which a payment notice or coupon book has been issued, to issue a new notice or coupon book reflecting the name and an address of BUYER Buyer as the person to whom and place at which payments are to be made. (g) If the balance due on any Office Branch Loan transferred to BUYER Buyer pursuant to this Agreement has been reduced by SELLER Seller as a result of a payment by check or draft received prior to the close of business on the Closing Date, which item is returned unpaid to SELLER Seller after the day immediately preceding the Closing Date, the asset value represented by the loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be promptly paid by BUYER Buyer to SELLERSeller. (h) BUYER Buyer shall use its best commercially reasonable efforts to cooperate with SELLER Seller in assuring an orderly transition of ownership of the Assets and responsibility for the liabilitiesAssumed Liabilities, including the Deposit Liabilities, assumed by BUYER Buyer hereunder. (i) BUYER hereby grants to SELLER and its contractors access to the Offices until 5:00 P.M. local time on the day following the Closing Date, or such other later date and time as the parties may agree, at no cost or expense to SELLER, for conduct of activities consistent with this Agreement in conjunction with the transactions contemplated hereby. (j) The duties and obligations of Buyer in this section Section 7.01 shall survive the Closing.

Transitional Action by BUYER. After the Closing, unless another time is otherwise indicated: (a) BUYER shall: (i) pay in accordance with the law and customary banking practices and applicable Deposit Account contract terms, all properly drawn and presented checks, negotiable orders of withdrawal, drafts, debits, and withdrawal orders presented to BUYER by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the Deposit Accounts assumed by BUYER hereunder, whether drawn on checks, negotiable orders or withdrawal, drafts, or withdrawal order forms provided by BUYER or SELLER; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of SELLER with respect to the balances due and owing to the depositors whose Deposit Accounts are assumed by BUYER hereunder; PROVIDEDprovided, HOWEVERhowever, that any obligations of BUYER pursuant to this Section 7.01 7.1 to honor checks, negotiable orders of withdrawal, drafts, and withdrawal orders on forms provided by SELLER and carrying its imprint (including its name and transit routing number) shall not apply to any checks, drafts, withdrawal orders, or returned items (i) presented to BUYER more than one hundred eighty (180) days following the Closing Date, or (ii) on which a stop payment has been requested by the deposit customer. BUYER shall submit and file any required reports on IRS Form 1099 with respect to interest accrued on Deposit Liabilities after the Closing Date. The provisions of this subsection 7.01(a7.1(a) shall in no way limit BUYER's ’s duties or obligations arising under Section 1.03(b1.3(b) hereof. (b) BUYER shall, (i) not Not earlier than the later of the time of procurement of all applicable regulatory approvals required for consummation of the transaction transactions contemplated by this Agreement or the Merger or (ii) nor later than ten days prior to the Closing Date, BUYER shall notify all depositors of the Offices by letter, acceptable to SELLER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts, of BUYER's ’s pending assumption of the Deposit Liabilities hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain SELLER deposit-related services and/or SELLER's ’ s debit card and automatic teller machine (“ATM”) services impacted by the transactions contemplated by this Agreement, will be terminated. As an enclosure to such notices, BUYER may, and no later than the Closing Date BUYER shall, may furnish appropriate depositors with brochures, forms and other written materials related or necessary to the assumption of the Deposit Accounts by BUYER and the conversion of said accounts to BUYER accounts, including the provision of checks and debit and ATM cards to appropriate depositors using the forms of BUYER with instructions to such depositors to utilize such BUYER checks and debit and ATM cards on and after the Closing Date and thereafter to destroy any unused checks on SELLER's forms’s forms and any SELLER debit and ATM cards. The expenses of the printing, processing and mailing of such letter notices and providing new BUYER checks and other forms and written materials and replacement debit and ATM cards to appropriate customers shall be borne by BUYER. Before Closing, except as provided in this paragraph, BUYER will not contact SELLER’s customers except joint customers in the normal course of the Offices business and except as may occur in connection with advertising or solicitations directed to the public generally or in the course of obtaining the requisite regulatory approvals of the transaction. Anything to the contrary herein notwithstanding, BUYER shall provide, at no cost to SELLER, any and all notices, communications, and filings which may be required by law, regulation, or otherwise, relating to any changes in terms and other matters relating to the Deposit Accounts and the Office Loans occurring subsequent to the Closing Date. Any and all such notices, communications, and filings which may be required to be provided prior to the Closing Date shall be submitted on a timely basis for review by SELLER and shall be subject to the written approval of SELLER prior to delivery to any third party. BUYER shall provide, at its sole cost and expense, that any and all customer and other notices, communications, and filings provided by BUYER hereunder, including the substance and timing of same, fully comply with the requirements of applicable law and regulation. (c) BUYER shall promptly pay to SELLER an amount equivalent to the amount of any checks, negotiable orders of withdrawal, drafts, withdrawal orders, or returned items (net of the applicable Acquisition Consideration paid by BUYER with respect to the Deposit Liabilities represented by any such instrument) credited as of the close of business on the Closing Date to a Deposit Account assumed by BUYER hereunder which are returned uncollected to SELLER or BUYER after the Closing Date. The foregoing shall include an amount equivalent to holds placed upon such deposit account for items cashed by SELLER as of the close of business on the Closing Date. (d) All tasks and obligations concerning the provision of data processing services to or for the Offices after the Closing, other than those specifically set forth in, and to the extent assumed by SELLER pursuant to, in Section 7.02(b7.2(b) herein, if any, are the sole and exclusive responsibility of, and shall be performed solely and exclusively by, BUYER. (e) BUYER shall, not Not later than the close of business on the business day immediately following the Closing Date, BUYER shall supply suitable government-backed securities as security for any deposits of governmental units or other public deposits included among the Deposit Liabilities for which SELLER had provided similar security. (f) BUYER shall, as As soon as practicable but not more than 10 ten (10) business days after the Closing Date, BUYER shall prepare and transmit at BUYER's ’s expense to each of the obligors on Office Loans transferred to BUYER pursuant to this Agreement a notice to the effect that the loan has been transferred and directing that payment be made to BUYER at the address specified by BUYER, with BUYER's ’s name as payee on any checks or other instruments used to make payments, and, with respect to such loan on which a payment notice or coupon book has been issued, to issue a new notice or coupon book reflecting the name and an address of BUYER as the person to whom and place at which payments are to be made. BUYER shall submit and file any required reports on IRS Form 1098 with respect to interest collected on Office Loans for the full calendar year in which the Closing Date occurs including interest collected during the period prior to the Closing Date. (g) If the balance due on any Office Loan transferred to BUYER pursuant to this Agreement has been reduced by SELLER as a result of a payment by check or draft received prior to the close of business on the Closing Date, which item is returned unpaid to SELLER after the day immediately preceding the Closing Date, the asset value represented by the loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be promptly paid by BUYER to SELLER. (h) BUYER shall use its reasonable best efforts to cooperate with SELLER in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities, assumed by BUYER hereunder. (i) BUYER hereby grants to SELLER and its contractors representatives access to the Offices until 5:00 P.M. local time the close of business on the second business day following the Closing Date, Date or such other later date and time as the parties may agree, at no cost or expense to SELLER, for conduct of activities consistent with this Agreement in conjunction with the transactions contemplated herebyhereby and to remove from the Offices any assets of SELLER not transferred to BUYER hereunder without cost to BUYER. (j) The duties and obligations of Buyer in this section 7.01 Section 7.1 shall survive the Closing.

Transitional Action by BUYER. After the Closing, unless another time is otherwise indicated: (a) BUYER shall: (i) pay in accordance with the law and customary banking practices and applicable Deposit Account contract terms, all properly drawn and presented checks, negotiable orders of withdrawal, drafts, debits, and withdrawal orders presented to BUYER by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the Deposit Accounts assumed by BUYER hereunder, whether drawn on checks, negotiable orders or withdrawal, drafts, or withdrawal order forms provided by BUYER or SELLERBANK ONE; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of SELLER BANK ONE with respect to the balances due and owing to the depositors whose Deposit Accounts are assumed by BUYER hereunder; PROVIDEDprovided, HOWEVERhowever, that any obligations of BUYER pursuant to this Section 7.01 7.1 to honor checks, negotiable orders of withdrawal, drafts, and withdrawal orders on forms provided by SELLER BANK ONE and carrying its imprint (including its name and transit routing number) shall not apply to any checks, drafts, withdrawal orders, or returned items (i) presented to BUYER more than one hundred eighty (180) days following the Closing Date, or (ii) on which a stop payment has been requested by the deposit customer. BUYER shall submit and file any required reports on IRS Form 1099 with respect to interest accrued on Deposit Liabilities after the Closing Date. The provisions of this subsection 7.01(a7.1(a) shall in no way limit BUYER's duties or obligations arising under Section 1.03(b1.3(b) hereof. (b) BUYER shall, (i) not earlier than the later of the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement or the Merger or (ii) nor later than ten days prior to the Closing Date, notify all depositors of the Offices by letter, acceptable to SELLERBANK ONE, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts, of BUYER's pending assumption of the Deposit Liabilities hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain SELLER BANK ONE deposit-related services and/or SELLERBANK ONE's debit card and automatic teller machine services impacted by the transactions contemplated by this Agreement, will be terminated. As an enclosure to such notices, BUYER may, and no later than the Closing Date BUYER shall, may furnish appropriate depositors with brochures, forms and other written materials related or necessary to the assumption of the Deposit Accounts by BUYER and the conversion of said accounts to BUYER accounts, including the provision of checks to appropriate depositors using the forms of BUYER with instructions to such depositors to utilize such BUYER checks on and after the Closing Date and thereafter to destroy any unused checks on SELLERBANK ONE's forms. The expenses of the printing, processing and mailing of such letter notices and providing new BUYER checks and other forms and written materials to appropriate customers shall be borne by BUYER. Before Closing, except as provided in this paragraph, BUYER will not contact BANK ONE's customers of the Offices except as may occur in connection with advertising or solicitations directed to the public generally or in the course of obtaining the requisite regulatory approvals of the transaction. Anything to the contrary herein notwithstanding, BUYER shall provide, at no cost to SELLERBANK ONE, any and all notices, communications, and filings which may be required by law, regulation, or otherwise, relating to any changes in terms and other matters relating to the Deposit Accounts and the Office Loans occurring subsequent to the Closing Date. Any and all such notices, communications, and filings which may be required to be provided prior to the Closing Date shall be submitted on a timely basis for review by SELLER BANK ONE and shall be subject to the written approval of SELLER BANK ONE prior to delivery to any third party. BUYER shall provide, at its sole cost and expense and at no cost or expense to BANK ONE, that any and all customer and other notices, communications, and filings provided by BUYER hereunder, including the substance and timing of same, fully comply with the requirements of applicable law and regulation. (c) BUYER shall promptly pay to SELLER BANK ONE an amount equivalent to the amount of any checks, negotiable orders of withdrawal, drafts, withdrawal orders, or returned items (net of the applicable Acquisition Consideration paid by BUYER with respect to the Deposit Liabilities represented by any such instrument) credited as of the close of business on the Closing Date to a Deposit Account assumed by BUYER hereunder which are returned uncollected to SELLER BANK ONE after the Closing Date. The foregoing shall include an amount equivalent to holds placed upon such deposit account for items cashed by SELLER BANK ONE as of the close of business on the Closing Date. (d) All tasks and obligations concerning the provision of data processing services to or for the Offices after the Closing, other than those specifically set forth in, and to the extent assumed by SELLER BANK ONE pursuant to, Section 7.02(b7.2(b) herein, if any, are the sole and exclusive responsibility of, and shall be performed solely and exclusively by, BUYER. (e) BUYER shall, not later than the close of business on the business day immediately following the Closing Date, supply suitable government-backed securities as security for any deposits of governmental units included among the Deposit Liabilities for which SELLER BANK ONE had provided similar security. (f) BUYER shall, as soon as practicable but not more than 10 business days after the Closing Date, prepare and transmit at BUYER's expense to each of the obligors on Office Loans transferred to BUYER pursuant to this Agreement a notice to the effect that the loan has been transferred and directing that payment be made to BUYER at the address specified by BUYER, with BUYER's name as payee on any checks or other instruments used to make payments, and, with respect to such loan on which a payment notice or coupon book has been issued, to issue a new notice or coupon book reflecting the name and an address of BUYER as the person to whom and place at which payments are to be made. BUYER shall submit and file any required reports on IRS Form 1098 with respect to interest collected on Office Loans for the full calendar year in which the Closing Date occurs including interest collected during the period prior to the Closing Date. (g) If the balance due on any Office Loan transferred to BUYER pursuant to this Agreement has been reduced by SELLER BANK ONE as a result of a payment by check or draft received prior to the close of business on the Closing Date, which item is returned unpaid to SELLER BANK ONE after the day immediately preceding the Closing Date, the asset value represented by the loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be promptly paid by BUYER to SELLERBANK ONE. (h) BUYER shall use its best efforts to cooperate with SELLER BANK ONE in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities, assumed by BUYER hereunder. (i) BUYER hereby grants to SELLER BANK ONE and its contractors access to the Offices until 5:00 P.M. 8:00 A.M. local time on the day following the Closing Date, Date or such other later date and time as the parties may agree, at no cost or expense to SELLERBANK ONE, for conduct of activities consistent with this Agreement in conjunction with the transactions contemplated hereby. (j) The duties and obligations of Buyer in this section 7.01 7.1 shall survive the Closing.

Transitional Action by BUYER. After Unless otherwise specified, after the Closing, unless another time is otherwise indicated: (a) a. BUYER shall: (i) pay in accordance with the law and customary banking practices and applicable Deposit Account contract terms, all properly drawn and presented checks, negotiable orders of withdrawal, drafts, debits, and withdrawal orders presented to BUYER by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the Deposit Accounts assumed by BUYER hereunder, whether drawn on checks, negotiable orders or of withdrawal, drafts, or withdrawal order forms provided by BUYER or forms provided by SELLER; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of SELLER with respect to the balances due and owing to the depositors whose Deposit Accounts are assumed by BUYER hereunder; PROVIDEDprovided, HOWEVERhowever, that any obligations of BUYER pursuant to this Section 7.01 6.01 to honor checks, negotiable orders of withdrawal, drafts, and withdrawal orders on forms provided by SELLER and carrying its imprint (including its name and transit routing number) shall not apply to any checks, drafts, drafts or withdrawal orders, or returned items (i) orders presented to BUYER more than one hundred and eighty (180) days following the Closing Date, or (ii) on which a stop payment has been requested by . b. Subject to the deposit customer. BUYER shall submit and file any required reports on IRS Form 1099 with respect to interest accrued on Deposit Liabilities after the Closing Date. The provisions penultimate sentence of this subsection 7.01(a) shall in no way limit BUYER's duties or obligations arising under Section 1.03(b) hereof. (b), during the twenty (20) BUYER shalldays immediately preceding Closing, (i) but not earlier than the later of the time of procurement of all regulatory approvals required for consummation of approvals, BUYER shall notify the transaction contemplated by this Agreement or the Merger or (ii) nor later than ten days prior to the Closing Date, notify all depositors of the Offices by letter, acceptable to SELLER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts, having Deposit Accounts of BUYER's pending assumption of the Deposit Liabilities hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain SELLER deposit-related services and/or SELLER's debit card and automatic teller machine services impacted by the transactions contemplated by this Agreement, will be terminated. As an enclosure to such notices, BUYER may, and no later than the Closing Date BUYER shall, furnish appropriate depositors with brochures, forms and other written materials related or necessary to the ’s assumption of the Deposit Accounts by BUYER and the conversion of said accounts to BUYER accounts, including the provision of furnish each appropriate depositor with checks to appropriate depositors using or drafts on the forms of BUYER and with instructions to such depositors to utilize such BUYER BUYER’s checks after the Closing Date and thereafter to destroy any unused checks on drafts of SELLER's forms. The expenses BUYER shall, at BUYER’s expense, notify the depositors of the printingdate after which it will no longer honor checks, processing and mailing of such letter notices and providing new BUYER checks and other forms and written materials to appropriate customers shall be borne by BUYER. Before Closing, except as provided in this paragraph, BUYER will not contact customers of the Offices except as may occur in connection with advertising or solicitations directed to the public generally or in the course of obtaining the requisite regulatory approvals of the transaction. Anything to the contrary herein notwithstanding, BUYER shall provide, at no cost to SELLER, any and all notices, communicationsdrafts, and filings which withdrawal orders on forms provided by SELLER and carrying SELLER’s imprint in accordance with Section 6.01(a) hereof. During the twenty (20) days immediately prior to Closing (or at such earlier time as may be required by law), regulationSELLER may, or otherwiseat SELLER’s expense, relating likewise notify depositors of this transaction; provided, however, that SELLER agrees to include in any changes in terms such notification any communication from BUYER requested to be included therein. Both BUYER and other matters relating SELLER agree that prior to the Deposit Accounts and the Office Loans occurring subsequent to the Closing Date. Any and all forwarding such notices, communications, and filings which may the form of such notices must first be required to be provided prior to the Closing Date shall be submitted on a timely basis for review approved by SELLER and shall be subject to the written approval of SELLER prior to delivery to any third partyboth parties hereto. (c) c. BUYER shall promptly pay to SELLER an amount equivalent to the amount of any checks, negotiable orders of withdrawal, drafts, or withdrawal orders, or returned items (net of the applicable Acquisition Consideration paid by BUYER with respect to the Deposit Liabilities represented by any such instrument) orders credited as of the close of business on the Closing Date to a Deposit Account assumed by BUYER hereunder which are returned uncollected to SELLER after the Closing Date. The foregoing With respect to payments to be made pursuant to this paragraph, BUYER shall include be obligated to pay to SELLER an amount equivalent up to holds placed upon such deposit account the balance of the relevant Deposit Account on the date that SELLER requests repayment. Notwithstanding the foregoing, SELLER shall bear all liability for items cashed by SELLER as of the close of business deposited or negotiated prior to or on the Closing Date. (d) All tasks Date and obligations concerning the provision of data processing services to or for the Offices after the Closing, other than those specifically set forth in, and subsequently returned as uncollectible to the extent assumed by SELLER pursuant to, Section 7.02(b) herein, if any, are the sole and exclusive responsibility of, and shall be performed solely and exclusively by, BUYER. (e) BUYER shall, not later than the close of business on the business day that an overdraft is created immediately following the Closing Date, supply suitable government-backed securities as security for any deposits of governmental units included among the Deposit Liabilities for which SELLER had provided similar security. (f) BUYER shall, as soon as practicable but not more than 10 business days after the Closing Date, prepare and transmit at BUYER's expense to each of the obligors on Office Loans transferred to BUYER pursuant to this Agreement a notice to the effect that the loan has been transferred and directing that payment be made to BUYER at the address specified by BUYER, with BUYER's name as payee on any checks or other instruments used to make payments, and, with respect to such loan on which a payment notice or coupon book has been issued, to issue a new notice or coupon book reflecting the name and an address of BUYER as the person to whom and place at which payments are to be made. (g) If the balance due on any Office Loan transferred to BUYER pursuant to this Agreement has been reduced by SELLER as a result of a payment by check or draft received prior to the close of business on the Closing Date, which item is returned unpaid to SELLER after the day immediately preceding the Closing Date, the asset value represented by the loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be promptly paid by BUYER to SELLER. (h) BUYER shall use its best efforts to cooperate with SELLER in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities, assumed by BUYER hereunder. (i) BUYER hereby grants to SELLER the exercise of BUYER’s lawful rights of offset and its contractors access (ii) the application of any availability under any overdraft line of credit relating to the Offices until 5:00 P.M. local time on affected account or accounts, provided that BUYER shall handle returned items expeditiously under the day following rules established by the Closing Date, or such other later date Federal Reserve in Regulation J and time as the parties may agree, at no cost or expense to SELLER, for conduct of activities consistent with this Agreement in conjunction with the transactions contemplated herebyRegulation CC. (j) The duties and obligations of Buyer in this section 7.01 shall survive the Closing.

Transitional Action by BUYER. After the Closing, unless another time is otherwise indicated: (a) BUYER shall: (i) pay in accordance with the law and customary banking practices and applicable Deposit Account contract terms, all properly drawn and presented checks, negotiable orders of withdrawal, drafts, debits, and withdrawal orders presented to BUYER by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the Deposit Accounts assumed by BUYER hereunder, whether drawn on checks, negotiable orders or withdrawal, drafts, or withdrawal order forms provided by BUYER or SELLER; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of SELLER with respect to the balances due and owing to the depositors whose Deposit Accounts are assumed by BUYER hereunder; PROVIDEDprovided, HOWEVERhowever, that any obligations of BUYER pursuant to this Section 7.01 7.1 to honor checks, negotiable orders of withdrawal, drafts, and withdrawal orders on forms provided by SELLER and carrying its imprint (including its name and transit routing number) shall not apply to any checks, drafts, withdrawal orders, or returned items (i) presented to BUYER more than one hundred eighty (180) days following the Closing Date, or (ii) on which a stop payment has been requested by the deposit customer. BUYER shall submit and file any required reports on IRS Form 1099 with respect to interest accrued on Deposit Liabilities after the Closing Date. The provisions of this subsection 7.01(a7.1(a) shall in no way limit BUYER's duties or obligations arising under Section 1.03(b1.3(b) hereof. (b) BUYER shall, (i) not Not earlier than the later of the time of procurement of all applicable regulatory approvals required for consummation of the transaction transactions contemplated by this Agreement or the Merger or (ii) nor later than ten days prior to the Closing Date, BUYER shall notify all depositors of the Offices by letter, acceptable to SELLER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts, of BUYER's pending assumption of the Deposit Liabilities hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain SELLER deposit-related services and/or SELLER's ' s debit card and automatic teller machine ("ATM") services impacted by the transactions contemplated by this Agreement, will be terminated. As an enclosure to such notices, BUYER may, and no later than the Closing Date BUYER shall, may furnish appropriate depositors with brochures, forms and other written materials related or necessary to the assumption of the Deposit Accounts by BUYER and the conversion of said accounts to BUYER accounts, including the provision of checks and debit and ATM cards to appropriate depositors using the forms of BUYER with instructions to such depositors to utilize such BUYER checks and debit and ATM cards on and after the Closing Date and thereafter to destroy any unused checks on SELLER's formsforms and any SELLER debit and ATM cards. The expenses of the printing, processing and mailing of such letter notices and providing new BUYER checks and other forms and written materials and replacement debit and ATM cards to appropriate customers shall be borne by BUYER. Before Closing, except as provided in this paragraph, BUYER will not contact SELLER's customers except joint customers in the normal course of the Offices business and except as may occur in connection with advertising or solicitations directed to the public generally or in the course of obtaining the requisite regulatory approvals of the transaction. Anything to the contrary herein notwithstanding, BUYER shall provide, at no cost to SELLER, any and all notices, communications, and filings which may be required by law, regulation, or otherwise, relating to any changes in terms and other matters relating to the Deposit Accounts and the Office Loans occurring subsequent to the Closing Date. Any and all such notices, communications, and filings which may be required to be provided prior to the Closing Date shall be submitted on a timely basis for review by SELLER and shall be subject to the written approval of SELLER prior to delivery to any third party. BUYER shall provide, at its sole cost and expense, that any and all customer and other notices, communications, and filings provided by BUYER hereunder, including the substance and timing of same, fully comply with the requirements of applicable law and regulation. (c) BUYER shall promptly pay to SELLER an amount equivalent to the amount of any checks, negotiable orders of withdrawal, drafts, withdrawal orders, or returned items (net of the applicable Acquisition Consideration paid by BUYER with respect to the Deposit Liabilities represented by any such instrument) credited as of the close of business on the Closing Date to a Deposit Account assumed by BUYER hereunder which are returned uncollected to SELLER or BUYER after the Closing Date. The foregoing shall include an amount equivalent to holds placed upon such deposit account for items cashed by SELLER as of the close of business on the Closing Date. (d) All tasks and obligations concerning the provision of data processing services to or for the Offices after the Closing, other than those specifically set forth in, and to the extent assumed by SELLER pursuant to, in Section 7.02(b7.2(b) herein, if any, are the sole and exclusive responsibility of, and shall be performed solely and exclusively by, BUYER. (e) BUYER shall, not Not later than the close of business on the business day immediately following the Closing Date, BUYER shall supply suitable government-backed securities as security for any deposits of governmental units or other public deposits included among the Deposit Liabilities for which SELLER had provided similar security. (f) BUYER shall, as As soon as practicable but not more than 10 ten (10) business days after the Closing Date, BUYER shall prepare and transmit at BUYER's expense to each of the obligors on Office Loans transferred to BUYER pursuant to this Agreement a notice to the effect that the loan has been transferred and directing that payment be made to BUYER at the address specified by BUYER, with BUYER's name as payee on any checks or other instruments used to make payments, and, with respect to such loan on which a payment notice or coupon book has been issued, to issue a new notice or coupon book reflecting the name and an address of BUYER as the person to whom and place at which payments are to be made. BUYER shall submit and file any required reports on IRS Form 1098 with respect to interest collected on Office Loans for the full calendar year in which the Closing Date occurs including interest collected during the period prior to the Closing Date. (g) If the balance due on any Office Loan transferred to BUYER pursuant to this Agreement has been reduced by SELLER as a result of a payment by check or draft received prior to the close of business on the Closing Date, which item is returned unpaid to SELLER after the day immediately preceding the Closing Date, the asset value represented by the loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be promptly paid by BUYER to SELLER. (h) BUYER shall use its reasonable best efforts to cooperate with SELLER in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities, assumed by BUYER hereunder. (i) BUYER hereby grants to SELLER and its contractors representatives access to the Offices until 5:00 P.M. local time the close of business on the second business day following the Closing Date, Date or such other later date and time as the parties may agree, at no cost or expense to SELLER, for conduct of activities consistent with this Agreement in conjunction with the transactions contemplated herebyhereby and to remove from the Offices any assets of SELLER not transferred to BUYER hereunder without cost to BUYER. (j) The duties and obligations of Buyer in this section 7.01 Section 7.1 shall survive the Closing.